HomeMy WebLinkAbout020488 ORD - 10/06/1988AN ORDINANCE by the City Council of the City of
Corpus Christi, Texas amending Ordinance 20309
authorizing the issuance of "City of Corpus
Christi, Texas, Combination Tax and Tax
Increment Revenue Certificates of Obligation,
Series 1988 (Tax Increment Financing Zone
Project);" approving a Purchase Agreement
relating to such Certificates; and resolving
other matters incident and related to the
issuance, sale, security, payment, and delivery
of such Certificates.
WHEREAS, on the 10th day of May, 1988, this City
Council, by Ordinance 20309, authorized the issuance of "City
of Corpus Christi, Texas, Combination Tax and Tax Increment
Revenue Certificates of Obligation, Series 1988 (Tax Increment
Financing Zone Project)" (the "Ordinance"), and it is now
proper to provide for certain amendments to the Ordinance; now,
therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS:
SECTION 1: That Sections 1, 2, 4, 7, 8, 9(b), and 25
of the Ordinance be and the same are hereby amended to read as
follows:
SECTION 1: Authorization - Designation -
Principal Amount - Purpose. Certificates of obligation
of the City shall be and are hereby authorized to be
issued in the aggregate principal amount of $10,430,000
to be designated and bear the title "CITY OF CORPUS
CHRISTI, TEXAS, COMBINATION TAX AND TAX INCREMENT
REVENUE CERTIFICATES OF OBLIGATION, SERIES 1988 (TAX
INCREMENT FINANCING ZONE PROJECT)", (hereinafter
referred to as the "Certificates") for the purpose of
paying contractual obligations to be incurred for (i)
the purchase of land and a building (an Aquarium), (ii)
the expansion of the Corpus Christi museum, and (iii)
professional services, pursuant to authority conferred
by and in conformity with the Constitution and laws of
the State of Texas, including Subchapter C of
Chapter 271, Local Government Code.
SECTION 2: Fully Registered Obligations -
Authorized Denominations - Stated Maturities - Date.
The Certificates are issuable in fully registered form
only; shall be dated September 15, 1988 (the
"Certificate Date") and shall be in denominations of
$5,000 or any integral multiple thereof (within a
20488 MICROFILMED
Stated Maturity) and the Certificates shall become due
and payable on March 1 in each of the years and in
principal amounts (the "Stated Maturities") and bear
interest at the rates per annum in accordance with the
following schedule:
Year of
Stated Maturity
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2004
Principal Interest
Amount Rates
$ 345,000
155,000
265,000
380,000
515,000
550,000
585,000
630,000
670,000
720,000
775,000
4,840,000
6.0 %
6.150
6.300
6.500
6.750
6.900
7.000
7.100
7.200
7.300
7.400
7.750
The Certificates shall bear interest on the unpaid
principal amount thereof from the Certificate Date.
Interest on the Certificates shall be calculated on the
basis of a 360 -day year of twelve 30 -day months and
shall be payable semiannually on March 1 and
September 1 in each year, commencing March 1, 1989.
SECTION 4: Redemption. (a) Optional
Redemption. The Certificates maturing on and after
March 1, 1999, shall be subject to redemption prior to
maturity, at the option of the City, in whole or in
part in principal amounts of $5,000 or any integral
multiple thereof (and if within a Stated Maturity by
lot by the Paying Agent/Registrar), on March 1, 1998,
or on any interest payment date thereafter at the
redemption price of par plus accrued interest to the
date of redemption.
(b) Exercise of Redemption. At least
forty-five (45) days prior to a date set for the
redemption of any Certificates (unless a shorter
notification period shall be satisfactory to the Paying
Agent/Registrar), the City shall notify the Paying
Agent/Registrar of the decision to redeem Certificates,
the principal amount of each Stated Maturity to be
redeemed, and the date set for the redemption thereof.
The decision of the City to exercise the right to
redeem Certificates shall be entered in the minutes of
the governing body of the City.
(c) Mandatory Redemption. The Certificates
maturing on March 1, 2004 are subject to mandatory
sinking fund redemption by lot by the Paying
Agent/Registrar, prior to their scheduled maturity, at
a redemption price of par plus accrued interest to the
date of redemption on March 1 of the years and in the
principal amounts set forth below:
Principal
Year Amount
2000 $ 830,000
2001 890,000
2002 965,000
2003 1,040,000
The principal amount of Certificates so required to be
redeemed on any date may be reduced, in inverse
chronological order beginning with Certificates
scheduled to come due on March 1, 2004 (in the
principal amount of $1,115,000), at the option of the
City, by the principal amount of Certificates which
have been optionally redeemed at least 30 days prior to
such date as described above, if such Certificates have
not previously served as the basis for any such
reduction.
(d) Selection of Certificates for Redemption. If
less than all Outstanding Certificates of the same
Stated Maturity are to be redeemed on a redemption
date, the Paying Agent/Registrar shall select by lot,
the Certificates to be redeemed; provided that if less
than the entire principal amount of a Certificate is to
be redeemed, the Paying Agent/ Registrar shall treat
such Certificate then subject to redemption as
representing the number of Certificates Outstanding
which is obtained by dividing the principal amount of
such Certificate by $5,000.
(e) Notice of Redemption. Not less than thirty
(30) days prior to a redemption date for the
Certificates, a notice of redemption shall be sent by
United States Mail, first class postage prepaid, in the
name of the City and at the City's expense, to each
Holder of a Certificate to be redeemed in whole or in
part at the address of the Holder appearing on the
Security Register at the close of business on the
business day next preceding the date of mailing such
notice, and any notice of redemption so mailed shall be
conclusively presumed to have been duly given
irrespective of whether received by the Holder.
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All notices of redemption shall (i) specify the
date of redemption for the Certificates, (ii) identify
the Certificates to be redeemed and, in the case of a
portion of the principal amount to be redeemed, the
principal amount thereof to be redeemed, (iii) state
the redemption price, (iv) state that the Certificates,
or the portion of the principal amount thereof to be
redeemed, shall become due and payable on the
redemption date specified, and the interest thereon, or
on the portion of the principal amount thereof to be
redeemed, shall cease to accrue from and after the
redemption date, and (v) specify that payment of the
redemption price for the Certificates, or the principal
amount thereof to be redeemed, shall be made at the
principal corporate office of the Paying
Agent/Registrar only upon presentation and surrender
thereof by the Holder. If a Certificate is subject by
its terms to prior redemption and has been called for
redemption and notice of redemption thereof has been
duly given or waived as herein provided, such
Certificate (or the principal amount thereof to be
redeemed) shall become due and payable, and interest
thereon shall cease to accrue from and after the
redemption date therefor, provided moneys sufficient
for the payment of such Certificates (or of the
principal amount thereof to be redeemed) at the then
applicable redemption price are held for the purpose of
such payment by the Paying Agent/Registrar.
SECTION 7: Initial Certificates. The initial
delivery of the Certificates herein authorized shall be
accomplished with twelve (12) fully registered
Certificates (hereinafter called the "Initial
Certificates") , being one certificate for each year of
maturity, in the applicable principal amount and
denomination and to be numbered consecutively from T-1
and upward, and the Initial Certificates shall be
registered in the name of the initial purchasers. The
Initial Certificates shall be the Certificates
submitted to the Office of the Attorney General of the
State of Texas, for approval, certified and registered
by the Office of the Comptroller of Public Accounts of
the State of Texas and delivered to the initial
purchasers.
SECTION 8: Forms. A. Forms Generally. The
Certificates, the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas
(to be printed on the Initial Certificates only), the
Registration Certificate of the Paying Agent/Registrar,
the form of Assignment, and the form of Statement
Concerning Validation Judgment to be printed on the
Certificates, including the Initial Certificates, shall
be substantially in the forms set forth in this Section
with such appropriate insertions, omissions,
substitutions, and other variations as are permitted or
required by this Ordinance and may have such letters,
numbers, or other marks of identification (including
identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the
American Bankers Association) and such legends and
endorsements (including any reproduction of an opinion
of counsel and, if applicable, an appropriate statement
regarding insurance with respect to the Certificates)
thereon as may, consistently herewith, be established
by the City or determined by the officers executing
such Certificates as evidenced by their execution
thereof. Any portion of the text of any Certificates
may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the
Certificate.
The definitive Certificates shall be printed,
lithographed, typewritten, or engraved or produced in
any other similar manner, all as determined by the
officers executing such Certificates as evidenced by
their execution thereof, but the Initial Certificates
submitted to the Attorney General of Texas may be
typewritten or photocopied or otherwise reproduced.
B. Form of Certificates.
REGISTERED REGISTERED
NO. $
United States of America
State of Texas
City of Corpus Christi, Texas, Combination Tax
and Tax Increment Revenue Certificate of Obligation,
Series 1988 (Tax Increment Financing Zone Project)
Certificate
Date:
September 15, 1988
Registered Owner:
Interest Rate: Stated Maturity: CUSIP NO:
Principal Amount: DOLLARS
The City of Corpus Christi (hereinafter referred
to as the "City"), a body corporate and political
subdivision in the County of Nueces, State of Texas,
for value received, acknowledges itself indebted to and
hereby promises to pay to the order of the Registered
Owner named above (the "Holder"), or the registered
assigns thereof, on the Stated Maturity date specified
above the Principal Amount stated above (or so much
thereof as shall not have been paid upon prior
redemption) and to pay interest on the unpaid Principal
Amount hereof (computed on the basis of a 360 -day year
of twelve 30 -day months) from the interest payment date
next preceding the "Registration Date" of this
Certificate appearing below (unless this Certificate
bears a "Registration Date" as of an interest payment
date, in which case it shall bear interest from such
date, or unless the Registration Date of this
Certificate is prior to the first interest payment
date, in which case it shall bear interest from the
Certificate Date, at the per annum rate of interest
specified above; such interest being payable on March 1
and September 1 of each year, commencing March 1,
1989. Principal of this Certificate is payable to the
Holder hereof, upon presentation and surrender, at the
principal office of the Paying Agent/Registrar
executing the registration certificate appearing
hereon, or its successor. Interest is payable to the
Holder of this Certificate (or one or more Predecessor
Certificates, as defined in the Ordinance hereinafter
referenced) whose name appears on the "Security
Register" maintained by the Paying Agent/Registrar at
the close of business on the "Record Date", which is
the fifteenth day of the month next preceding each
interest payment date and interest shall be paid by the
Paying Agent/Registrar by check sent United States
Mail, first class postage prepaid, to the address of
the Holder recorded in the Security Register on the
Record Date or by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk
and expense of, the Holder. All payments of principal
of, premium, if any, and interest on this Certificate
shall be without exchange or collection charges to the
Holder hereof and in any coin or currency of the United
States of America which at the time of payment is legal
tender for the payment of public and private debts.
This Certificate is one of the series specified in
its title issued in the aggregate principal amount of
$10,430,000 (herein referred to as the "Certificates")
for the purpose of paying contractual obligations to be
incurred for (i) the purchase of land and a building
(an Aquarium), (ii) the expansion of the Corpus Christi
museum, and (iii) professional services, under and in
strict conformity with the Constitution and laws of the
State of Texas, including Subchapter C of Chapter 271,
Local Government Code, and pursuant to an Ordinance, as
amended, adopted by the governing body of the City
(herein referred to as the "Ordinance").
The Certificates maturing on and after March 1,
1999, may be redeemed prior to their Stated Maturities,
at the option of the City, in whole or in part in
principal amounts of $5,000 or any integral multiple
thereof (and if within a Stated Maturity by lot by the
Paying Agent/Registrar), on March 1, 1998, or on any
interest payment date thereafter, at the redemption
price of par, together with accrued interest to the
date of redemption. The Certificates maturing on
March 1, 2004 are subject to mandatory sinking fund
redemption by lot by the Paying Agent/Registrar, prior
to their scheduled maturity, at a redemption price of
par plus accrued interest to the date of redemption on
March 1 of the years and in the principal amounts set
forth below:
Principal
Year Amount
2000 $ 830,000
2001 890,000
2002 965,000
2003 1,040,000
The principal amount of Certificates so required to be
redeemed on any date may be reduced, in inverse
chronological order beginning with Certificates
scheduled to come due on March 1, 2004 (in the
principal amount of $1,115,000), at the option of the
City, by the principal amount of Certificates which
have been optionally redeemed at least 30 days prior to
such date as described above, if such Certificates have
not previously served as the basis for any such
reduction. For any redemption the City is required to
give 30 days prior written notice by United States
Mail, first class postage prepaid, to Holders of the
Certificates to be redeemed. All redemptions are
subject to the terms and provisions relating thereto
contained in the Ordinance. If this Certificate (or
any portion of the principal sum hereof) shall have
been duly called for redemption and notice of such
redemption duly given, then upon such redemption date
this Certificate (or the portion of the principal sum
hereof to be redeemed) shall become due and payable,
and interest thereon shall cease to accrue from and
after the redemption date therefor, provided moneys for
the payment of the redemption price and the interest on
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the principal amount to be redeemed to the date of
redemption are held for the purpose of such payment by
the Paying Agent/Registrar.
In the event of a partial redemption of the
principal amount of this Certificate, payment of the
redemption price of such principal amount shall be made
to the Holder only upon presentation and surrender of
this Certificate to the Paying Agent/Registrar at its
principal office and there shall be issued, without
charge therefor to the Holder hereof, a new Certificate
or Certificates of like maturity and interest rate in
any authorized denominations provided in the Ordinance
for the then unredeemed balance of the principal sum
hereof. If this Certificate is selected for
redemption, in whole or in part, the City and the
Paying Agent/Registrar shall not be required to
transfer this Certificate to an assignee of the Holder
of this Certificate within 45 days of the redemption
date therefor; provided, however, such limitation on
transferability shall not be applicable to an exchange
by the Holder of this Certificate of the unredeemed
balance hereof in the event of its redemption in part.
The Certificates are payable from and secured by a
lien on and pledge of certain Tax Increment Revenues
(as defined in the Ordinance) of Corpus Christi
Reinvestment Zone No. 1 (the "Zone"), such lien and
pledge, however, being junior and subordinate to the
lien on and pledge of the Tax Increment Revenues of the
Zone securing the payment of Prior Lien Bonds
(identified and defined in the Ordinance) hereafter
issued by the City and are additionally payable from
the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable
property in the City. In the Ordinance, the City
reserves and retains the right to issue Prior Lien
Bonds while the Certificates are Outstanding without
limitation as to principal amount but subject to
certain covenants in the Ordinance and any terms,
conditions, or restrictions as may be applicable
thereto under law or otherwise.
Reference is hereby made to the Ordinance, a copy
of which is on file in the principal office of the
Paying Agent/ Registrar, and to all the provisions of
which the Holder hereof by the acceptance hereof hereby
assents, for definitions of terms; the description of
and the nature and extent of the tax levied for the
payment of the Certificates; the description of the Tax
Increment Revenues pledged to the payment of the
principal of and interest on the Certificates; the
nature and extent and manner of enforcement of the
pledge; the terms and conditions relating to the
transfer of this Certificate; the conditions upon which
the Ordinance may be amended or supplemented with or
without the consent of the Holders of the Certificates;
the rights, duties, and obligations of the City and the
Paying Agent/Registrar; the terms and provisions upon
which the tax levy and the liens, pledges, charges and
covenants made therein may be discharged at or prior to
the maturity of this Certificate, and this Certificate
deemed to be no longer Outstanding thereunder; and for
the other terms and provisions contained therein.
Capitalized terms used herein have the meanings
assigned in the Ordinance.
This Certificate, subject to certain limitations
contained in the Ordinance, may be transferred on the
Security Register only upon its presentation and
surrender at the principal office of the Paying
Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Paying
Agent/Registrar duly executed by, the Holder hereof, or
his duly authorized agent. When a transfer on the
Security Register occurs, one or more fully registered
Certificates of the same Stated Maturity, of authorized
denominations, bearing the same rate of interest, and
of the same aggregate principal amount will be issued
by the Paying Agent/Registrar to the designated
transferee or transferees.
The City and the Paying Agent/Registrar, and any
agent of either, may treat the Holder hereof whose name
appears on the Security Register (i) on the Record Date
as the owner entitled to payment of interest hereon,
(ii) on the date of surrender of this Certificate as
the owner entitled to payment of principal hereof at
its Stated Maturity or its redemption, in whole or in
part, and (iii) on any other date as the owner for all
other purposes, and neither the City nor the Paying
Agent/Registrar, or any agent of either, shall be
affected by notice to the contrary. In the event of
nonpayment of interest on a scheduled payment date and
for thirty (30) days thereafter, a new record date for
such interest payment (a "Special Record Date") will be
established by the Paying Agent/ Registrar, if and when
funds for the payment of such interest have been
received from the City. Notice of the Special Record
Date and of the scheduled payment date of the past due
interest (which shall be 15 days after the Special
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Record Date) shall be sent at least five (5) business
days prior to the Special Record Date by United States
Mail, first class postage prepaid, to the address of
each Holder appearing on the Security Register at the
close of business on the last business day next
preceding the date of mailing of such notice.
It is hereby certified, recited, represented, and
covenanted that the City is a body corporate and
political subdivision duly organized and legally
existing under and by virtue of the Constitution and
laws of the State of Texas; that the issuance of the
Certificates is duly authorized by law and that the
Certificates are issued by the City for the Zone; that
all acts, conditions and things required to exist and
be done precedent to and in the issuance of the
Certificates to render the same lawful and valid
obligations of the City have been properly done, have
happened and have been performed in regular and due
time, form, and manner as required by the Constitution
and laws of the State of Texas, and the Ordinance; that
the Certificates do not exceed any constitutional or
statutory limitation; and that due provision has been
made for the payment of the principal of and interest
on the Certificates by the levy of a tax and a pledge
of the Tax Increment Revenues of the Zone as
aforestated. In case any provision in this Certificate
or any application thereof shall be invalid, illegal,
or unenforceable, the validity, legality, and
enforceability of the remaining provisions and
applications shall not in any way be affected or
impaired thereby. The terms and provisions of this
Certificate and the Ordinance shall be construed in
accordance with and shall be governed by the laws of
the State of Texas.
IN WITNESS WHEREOF, the City Council of the City
has caused this Certificate to be duly executed under
the official seal of the City as of the Certificate
Date.
CITY OF CORPUS CHRISTI, TEXAS
Myo r
COUNTERSIGNED:
City Secretary
(SEAL)
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C. Form of Certificate of Paying Agent/Registrar
to Appear on All Certificates.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued and
registered in the name of the Registered Owner shown
above under the provisions of the within -mentioned
Ordinance and duly approved, or a Predecessor
Certificate hereof duly approved, by the Attorney
General of the State of Texas and registered by the
Comptroller of Public Accounts, as shown hereon or by
the records of the Paying Agent/Registrar.
Registration Date:
First City Bank of Corpus
Christi,
Corpus Christi, Texas
as Paying Agent/Registrar
By
Authorized Signature
D. Form of Assignment to Appear on All
Certificates.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,
assigns, and transfers unto (Print or typewrite name,
address, and zip code of transferee:)
(Social Security or other identifying number:
..) the within Certificate and all rights
thereunder, and hereby irrevocably constitutes and
appoints
attorney to transfer the within Certificate on the
books kept for registration thereof, with full power of
substitution in the premises.
DATED:
Signature guaranteed:
......................
NOTICE: The signature on this
assignment must correspond with
the name of the Registered
Owner as it appears on the face
of the within Certificate in
every particular.
E. *Form of Registration Certificate of
Comptroller of Public Accounts to Appear on
Initial Certificates only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY that this Certificate has been
examined, certified as to validity and approved by
the Attorney General of the State of Texas, and duly
registered by the Comptroller of Public Accounts of
the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
*Note to Printer: Print only on Initial Certificates
F. Form of Statement Concerning Validation
Judgment to Appear on All Certificates.
This obligation was validated and confirmed by a
judgment entered August 22, 1988 by the District
Court of Nueces County, Texas, 28th Judicial District
in Cause Number 88-4142-A, styled, "Ex Parte City of
Corpus Christi, Texas," which perpetually enjoins the
institution of anysuit, action, or proceedings
involving the validity of this obligation, or the
provision made for the payment of the principal
thereof or interest thereon.
City Secretary
SECTION 9: Definitions.
(b) the term "Certificates" shall mean the
$10,430,000 "CITY OF CORPUS CHRISTI, TEXAS,
COMBINATION TAX AND TAX INCREMENT REVENUE
CERTIFICATES OF OBLIGATION, SERIES 1988 (TAX
INCREMENT FINANCING ZONE PROJECT)" authorized by
this Ordinance.
SECTION 25: Sale of Certificates - Official
Statement Approval. The Certificates are hereby sold
by the City to Dean Witter Reynolds Inc., as
representative of the underwriters (herein referred
to collectively as the "Purchasers") in accordance
with the Purchase Contract, dated October 6, 1988,
attached hereto as Schedule I and incorporated herein
by reference as a part of this Ordinance for all
purposes. The Mayor is hereby authorized and
directed to execute said Purchase Contract for and on
behalf of the City and as the act and deed of this
Council, and in regard to the approval and execution
of the Purchase Contract, the Council hereby finds,
determines and declares that the representations,
warranties and agreements of the City (contained in
paragraph 6 thereof) are true and correct in all
material respects and shall be honored and performed
by the City.
Furthermore, the use of the Preliminary Official
Statement, dated September 20, 1988, by the
Purchasers in connection with the public offering and
sale of the Certificates is hereby ratified,
confirmed and approved in all respects. The final
Official Statement, being a modification and
amendment of the Preliminary Official Statement to
reflect the terms of sale, attached as an Exhibit to
the Purchase Contract (together with such changes
approved by the Mayor, City Manager, Director of
Finance, or City Secretary, any one or more of said
officials), shall be and is hereby in all respects
approved and the Purchasers are hereby authorized to
use and distribute said final Official Statement,
dated October 6, 1988, in the reoffering, sale and
delivery of the Certificates to the public. The
Mayor and City Secretary are further authorized and
directed to manually execute and deliver for and on
behalf of the City copies of said Preliminary
Official Statement and Official Statement in final
form as may be required by the Purchasers, and such
final Official Statement in the form and content
manually executed by said officials shall be deemed
to be approved by the City Council and constitute the
Official Statement authorized for distribution and
use by the Purchasers.
SECTION 2: That, except as expressly set forth
herein, the Ordinance is in all things ratified and confirmed.
SECTION 3: That the "Paying Agent/Registrar
Agreement" by and between the City and FIRST CITY BANK OF
CORPUS CHRISTI, Corpus Christi, Texas relating to the above
described Securities, attached hereto as Schedule II, is hereby
approved as to form and content, and the City Manager and City
Secretary of the City are hereby authorized and directed to
execute such Agreement in substantially the same form and
content herein approved for and on behalf of the City and as
the act and deed of this City Council.
SECTION 4: That it is officially found, determined,
and declared that the meeting at which this ordinance amending
the Ordinance is adopted was open to the public and public
notice of the time, place and the subject matter of the public
business to be considered at such meeting, including this
ordinance, was given, all as required by Article 6252-17,
Vernon's Texas Civil Statutes, as amended.
SECTION 5: That the passage of this ordinance
amending the Ordinance is an emergency measure since the
adoption hereof is immediately necessary to preserve and
protect public property, provision for the immediate and
efficient utilization of physical resources in the city, and is
necessary for the efficient and effective administration of the
affairs of the City of Corpus Christi. Any charter or other
rule requiring this ordinance to be considered at more than one
regular meeting should be and is hereby suspended and this
ordinance shall take effect and be in force from and after its
passage.
PASSED AND ADOPTED, THIS THE 6TH DAY OF OCTOBER, 1988.
ATTEST:
City Secretary
[City Seal]
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CITY •F CORPUS CHRISTI, TEXAS
yor
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APPROVED AS TO LEGAL FORM:
aI Geo 'e
City Attorney
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of October 6, 1988 (this
"Agreement"), by and between the City of Corpus Christi, Texas
(the "Issuer"), and First City Bank of Corpus Christi, Corpus
Christi, Texas, a banking association duly organized and
existing under the laws of the State of Texas, (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for
the issuance of its "City of Corpus Christi, Texas, Combination
Tax and Tax Increment Revenue Certificates of Obligation,
Series 1988 (Tax Increment Financing Zone Project)" (the
"Securities") in the aggregate principal amount of $10,430,000,
such Securities to be issued in fully registered form only as
to the payment of principal and interest thereon; and
WHEREAS, the Issuer has selected the Bank to serve as
Paying Agent/Registrar in connection with the payment of the
principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange
thereof by the registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities
for and on behalf of the Issuer and has full power and
authority to perform and serve as Paying Agent/Registrar for
the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for
the Securities, the Bank shall be responsible for paying on
behalf of the Issuer the principal, premium (if any), and
interest on the Securities as the same become due and payable
to the registered owners thereof; all in accordance with this
Agreement and the "Bond Resolution" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect
to the Securities and, as Registrar for the Securities, the
Bank shall keep and maintain for and on behalf of the Issuer
books and records as to the ownership of said Securities and
with respect to the transfer and exchange thereof as provided
herein and in the "Bond Resolution".
The Bank hereby accepts its appointment, and agrees to
serve as the Paying Agent and Registrar for the Securities.
Section 1.02. Compensation.
As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the
fees and amounts set forth in Annex A attached hereto for the
first year of this Agreement and thereafter the fees and
amounts set forth in the Bank's current fee schedule then in
effect for services as Paying Agent/Registrar for
municipalities, which shall be supplied to the Issuer on or
before 90 days prior to the close of the Fiscal Year of the
Issuer, and shall be effective upon the first day of the
following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon
its request for all reasonable expenses, disbursements and
advances incurred or made by the Bank in accordance with any of
the provisions hereof (including the reasonable compensation
and the expenses and disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date on
and after which the principal or any or all installments
of interest, or both, are due and payable on any Security
which has become accelerated pursuant to the terms of the
Security.
"Bank Office" means the principal corporate trust
office of the Bank as indicated on page 12 hereof. The
Bank will notify the Issuer in writing of any change in
location of the Bank Office.
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3 5 3 2 E
"Bond Resolution" means the resolution, order, or
ordinance of the governing body of the Issuer pursuant to
which the Securities are issued, certified by the
Secretary or any other officer of the Issuer and delivered
to the Bank.
"Fiscal Year" means the fiscal year of the Issuer,
ending July 31st.
"Holder" and "Security Holder" each means the Person
in whose name a Security is registered in the Security
Register.
"Issuer Request" and "Issuer Order" means a written
request or order signed in the name of the Issuer by the
Mayor, City Secretary, City Manager or Director of
Finance, any one or more of said officials, and delivered
to the Bank.
"Legal Holiday" means a day on which the Bank is
required or authorized to be closed.
"Person" means any individual, corporation,
partnership, joint venture, association, joint stock
company, trust, unincorporated organization or government
or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security
means every previous Security evidencing all or a portion
of the same obligation as that evidenced by such
particular Security (and, for the purposes of this
definition, any mutilated, lost, destroyed, or stolen
Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to
Section 4.06 hereof and the Resolution).
"Redemption Date" when used with respect to any Bond
to be redeemed means the date fixed for such redemption
pursuant to the terms of the Bond Resolution.
"Responsible Officer" when used with respect to the
Bank means the Chairman or Vice -Chairman of the Board of
Directors, the Chairman or Vice -Chairman of the Executive
Committee of the Board of Directors, the President, any
Vice President, the Secretary, any Assistant Secretary,
the Treasurer, any Assistant Treasurer, the Cashier, any
Assistant Cashier, any Trust Officer or Assistant Trust
Officer, or any other officer of the Bank customarily
performing functions similar to those performed by any of
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the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge
of and familiarity with the particular subject.
"Security Register" means a register maintained by
the Bank on behalf of the Issuer providing for the
registration and transfers of Securities.
"Stated Maturity" means the date specified in the
Bond Resolution the principal of a Security is scheduled
to be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," "Issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of
this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in
the performance of the duties and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Agent.
As Paying Agent, the Bank shall, provided adequate
collected funds have been provided to it for such purpose by or
on behalf of the Issuer, pay on behalf of the Issuer the
principal of each Security at its Stated Maturity, Redemption
Date, or Acceleration Date, to the Holder upon surrender of the
Security to the Bank at the Bank Office.
As Paying Agent, the Bank shall, provided adequate
collected funds have been provided to it for such purpose by or
on behalf of the Issuer, pay on behalf of the Issuer the
interest on each Security when due, by computing the amount of
interest to be paid each Holder and preparing and sending
checks by United States Mail, first class postage prepaid, on
each payment date, to the Holders of the Securities (or their
Predecessor Securities) on the Record Date, to the address
appearing on the Security Register or by such other method,
acceptable to the Bank, requested in writing by the Holder at
the Holder's risk and expense.
Section 3.02. Payment Dates.
The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities at the dates specified in the
Bond Resolution.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register - Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of
the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording
the names and addresses of the Holders of the Securities, the
transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to
the Holders and containing such other information as may be
reasonably required by the Issuer and subject to such
reasonable regulations as the Issuer and Bank may prescribe.
All transfers, exchanges and replacement of Securities shall be
noted in the Security Register.
Every Security surrendered for transfer or exchange shall
be duly endorsed or be accompanied by a written instrument of
transfer, the signature on which has been guaranteed by an
officer of a federal or state bank or a member of the National
Association of Securities Dealers, in form satisfactory to the
Bank, duly executed by the Holder thereof or his agent duly
authorized in writing.
The Bank may request any supporting documentation it feels
necessary to effect a re -registration, transfer or exchange of
the Securities.
To the extent possible and under reasonable circumstances,
the Bank agrees that, in relation to an exchange or transfer of
Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or
the assignee of the Holder in not more than three (3) business
days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or
request for exchange duly executed by the Holder, or his duly
authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02. Certificates.
The Issuer shall provide an adequate inventory of printed
Securities to facilitate transfers or exchanges thereof. The
Bank covenants that the inventory of printed Securities will be
kept in safekeeping pending their use and reasonable care will
be exercised by the Bank in maintaining such Securities in
safekeeping, which shall be not less than the care maintained
by the Bank for debt securities of other governments or
corporations for which it serves as registrar, or that is
maintained for its own securities.
Section 4.03. Form of Security Register.
The Bank, as Registrar, will maintain the Security
Register relating to the registration, payment, transfer and
exchange of the Securities in accordance with the Bank's
general practices and procedures in effect from time to time.
The Bank shall not be obligated to maintain such Security
Register in any form other than those which the Bank has
currently available and currently utilizes at the time.
The Security Register may be maintained in written form or
in any other form capable of being converted into written form
within a reasonable time.
Section 4.04. List of Security Holders.
The Bank will provide the Issuer at any time requested by
the Issuer, upon payment of the required fee, a copy of the
information contained in the Security Register. The Issuer may
also inspect the information contained in the Security Register
at any time the Bank is customarily open for business, provided
that reasonable time is allowed the Bank to provide an
up-to-date listing or to convert the information into written
form.
The Bank will not release or disclose the contents of the
Security Register to any person other than to, or at the
written request of, an authorized officer or employee of the
Issuer, except upon receipt of a subpoena or court order. Upon
receipt of a subpoena or court order the Bank will notify the
Issuer so that the Issuer may contest the subpoena or court
order.
Section 4.05. Return of Cancelled Certificates.
The Bank will, at such reasonable intervals as it
determines, surrender to the Issuer, Securities in lieu of
which or in exchange for which other Securities have been
issued, or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Securi-
ties.
The Issuer hereby instructs the Bank, subject to the
provisions of Section 10 of the Bond Resolution, to deliver and
issue Securities in exchange for or in lieu of mutilated,
destroyed, lost, or stolen Securities as long as the same does
not result in an overissuance.
In case any Security shall be mutilated, or destroyed,
lost or stolen, the Bank, in its discretion, may execute and
deliver a replacement Security of like form and tenor, and in
the same denomination and bearing a number not
contemporaneously outstanding, in exchange and substitution for
such mutilated Security, or in lieu of and in substitution for
such destroyed lost or stolen Security, only upon the approval
of the Issuer and after (i) the filing by the Holder thereof
with the Bank of evidence satisfactory to the Bank of the
destruction, loss or theft of such Security, and of the
authenticity of the ownership thereof and (ii) the furnishing
to the Bank of indemnification in an amount satisfactory to
hold the Issuer and the Bank harmless. All expenses and
charges associated with such indemnity and with the
preparation, execution and delivery of a replacement Security
shall be borne by the Holder of the Security mutilated, or
destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer.
The Bank will, within a reasonable time after receipt of
written request from the Issuer, furnish the Issuer information
as to the Securities it has paid pursuant to Section 3.01,
Securities it has delivered upon the transfer or exchange of
any Securities pursuant to Section 4.01, and Securities it has
delivered in exchange for or in lieu of mutilated, destroyed,
lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set forth herein
and agrees to use reasonable care in the performance thereof.
Section 5.02. Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of
the statements and correctness of the opinions expressed
therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it
shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the
Bank to expend or risk its own funds or otherwise incur any
financial liability for performance of any of its duties
hereunder, or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to
it against such risks or liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security, or other paper
or document believed by it to be genuine and to have been
signed or presented by the proper party or parties. Without
limiting the generality of the foregoing statement, the Bank
need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an
endorsement or instruction of transfer or power of transfer
which appears on its face to be signed by the Holder or an
agent of the Holder. The Bank shall not be bound to make any
investigation into the facts or matters stated in a resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note, security, or
other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written
advice of such counsel or any opinion of counsel shall be full
and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good
faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and
perform any duties hereunder either directly or by or through
agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer.
The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the
Issuer, and the Bank assumes no responsiblity for their
correctness.
The Bank shall in no event be liable to the Issuer, any
Holder or Holders of any Security, or any other Person for any
amount due on any Security from its own funds.
Section 5.04. May Hold Securities.
The Bank, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise
deal with the Issuer with the same rights it would have if it_
were not the Paying Agent/Registrar, or any other agent.
Section 5.05. Moneys Held by Bank.
Money held by the Bank hereunder need not be segregated
from any other funds provided appropriate trust accounts are
maintained in the name and for the benefit of the Issuer.
The Bank shall be under no liability for interest on any
money received by it hereunder.
Any money deposited with the Bank for the payment of the
principal, premium (if any), or interest on any Security and
remaining unclaimed for four years after final maturity of the
Security has become due and payable will be paid by the Bank to
the Issuer, and the Holder of such Security shall thereafter
look only to the Issuer for payment thereof, and all liability
of the Bank with respect to such moneys shall thereupon cease.
Section 5.06. Indemnification.
To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss,
liability, or expense incurred without negligence or bad faith
on its part, arising out of or in connection with its
acceptance or administration of its duties hereunder, including
the cost and expense against any claim or liability in
connection with the exercise or performance of any of its
powers or duties under this Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over
its person as well as funds on deposit, in either a Federal or
State District Court located in the State and County where
either the Bank Office or the administrative offices of the
Issuer is located, and agree that service of process by
certified or registered mail, return receipt requested, to the
address referred to in Section 6.03 of this Agreement shall
constitute adequate service. The Issuer and the Bank further
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3 5 3 2 E
agree that the Bank has the right to file a Bill of
Interpleader in any court of competent jurisdiction to
determine the rights of any Person claiming any interest
herein.
Section 5.08. DT Services.
It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for
"Depository Trust Company" services or equivalent depository
trust services by other organizations, the Bank has the
capability and, to the extent within its control, will comply
with the "Operational Arrangements", effective August 1, 1987,
which establishes requirements for securities to be eligible
for such type depository trust services, including, but not
limited to, requirements for the timeliness of payments and
funds availability, transfer turnaround time, and notification
of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02. Assignment.
This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03. Notices.
Any request, demand, authorization, direction, notice,
consent, waiver, or other document provided or permitted hereby
to be given or furnished to the Issuer or the Bank shall be
mailed or delivered to the Issuer or the Bank, respectively, at
the addresses shown on page 12.
Section 6.04. Effect of Headings.
The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the Issuer shall
bind its successors and assigns, whether so expressed or not.
Section 6.06. Severability.
In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or
impaired thereby.
Section 6.07. Benefits of Agreement.
Nothing herein, express or implied, shall give to any
Person, other than the parties hereto and their successors
hereunder, any benefit or any legal or equitable right, remedy,
or claim hereunder.
Section 6.08. Entire Agreement.
This Agreement and the Bond Resolution constitute the
entire agreement between the parties hereto relative to the
Bank acting as Paying Agent/Registrar and if any conflict
exists between this Agreement and the Bond Resolution, the Bond
Resolution shall govern.
Section 6.09. Counterparts.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all
of which shall constitute one and the same Agreement.
Section 6.10. Termination.
This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to
the Holders thereof or (ii) may be earlier terminated by either
party upon sixty (60) days written notice; provided, however,
an early termination of this Agreement by either party shall
not be effective until (a) a successor Paying Agent/Registrar
has been appointed by the Issuer and such appointment accepted
and (b) notice given to the Holders of the Securities of the
appointment of a successor Paying Agent/Registrar.
Furthermore, the Bank and Issuer mutually agree that the
effective date of an early termination of this Agreement shall
not occur at any time which would disrupt, delay or otherwise
adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank
agrees to promptly transfer and deliver the Security Register
(or a copy thereof),, together with other pertinent books and
records relating to the Securities, to the successor Paying
Agent/Registrar designated and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall
survive and remain in full force and effect following the
termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
[SEAL]
Attest:
Title:
CHARLES A. LIN
SENIOR VICE PRES10::,
'Oil El1.+ t : . Di J � 1 6 ► �� d
(CITY SEAL)
City Secretary
3 5 3 2 E
FIRST
CITY BANK OF CORPUS
CHRISTIorpusristi, Texas
BY
Ti
• 17, i/?6')c.
.
Address: %7p X 7 � a
_Caiet_us Crrsz':z�_.r 7p4'23
CITY OF CORPUS CHRISTI, TEXAS
BY
Address: 1201 Leopard Street
Corpus Christi,
Texas 78401
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DEAN WITTER REYNOLDS INC
PUBLIC FINANCE DEPARTMENT - SOUTHWEST REGION
2400 Lincoln Plaza, 500 N. Akard, Dallas, TX 75201
Telephone (214) 740-2284
PURCHASE CONTRACT RELATING TO
$10,430,000
CITY OF CORPUS CHRISTI, TEXAS
Combination Tax and Tax Increment Revenue Certificates of Obligation,
Series 1988 (Tax Increment Financing Zone Project)
October 6, 1988
THE HONORABLE MAYOR AND CITY COUNCIL MEMBERS
City of Corpus Christi
City Hall
1201 Leopard Street
Corpus Christi, Texas 78469
Dear Mayor and City Council Members:
The undersigned, Dean Witter Reynolds Inc. (the "Underwriter"), offers to
enter into this Purchase Contract with the City of Corpus Christi, Texas (the "City").
This offer is made subject to the City's acceptance of this Purchase Contract on or
before 3:00 P.M. Central Daylight Time on October 6, 1988.
1. Purchase and Sale of the Bonds. Upon the terms and conditions and
upon the basis of the representations set forth herein, the Underwriter hereby
agrees to purchase from the City, and the City hereby agrees to sell and deliver to
the Underwriter $10,430,000 principal amount of the City's Combination Tax and
Tax Increment Revenue Certificates of Obligation, Series 1988 (Tax Increment
Financing Zone Project) (the "Certificates"). The Certificates shall be dated
September 15, 1988 and shall have the maturities and bear interest from their date
at the rate or rates per annum as shown on the cover page of the Official Statement
(hereinafter defined), such interest being payable on March 1, 1989, and semi-
annually thereafter on September 1 and March 1 in each year. The purchase price
for the Certificates shall be $10,317,145, which represents an underwriting discount
of 0.85% from the offering prices stated on the cover page of the Official Statement,
plus interest accrued on the Certificates from their date to the date of the payment
for and delivery of the Certificates (the "Closing"). There has heretofore been
prepared a Preliminary Official Statement, including the cover page and
Appendices thereto, of the City with respect to the Certificates dated September 20,
1988. The City further authorizes the preparation of a final Official Statement with
respect to the Certificates which will update, complete and amend the Preliminary
Official Statement to include information contained, authorized or referred to
herein or in the Ordinance. Such final Official Statement, including the cover page
and the Appendices thereto, as further amended only in the manner hereinafter
provided, is hereinafter called the "Official Statement."
2. Ordinance. The Certificates shall be as described in and shall be issued
and secured under the provisions of an ordinance adopted by the City on October 6,
1988 (the "Ordinance"). The Certificates shall be subject to redemption and shall
be payable as provided in the Ordinance.
3. Public Offering. It shall be a condition of the obligation of the City to
sell and deliver the Certificates to the Underwriter, and of the obligation of the
Underwriter to purchase and accept delivery of the Certificates, that the entire
principal amount of the Certificates authorized by the Ordinance shall be sold and
delivered by the City and accepted and paid for by the Underwriter at the Closing.
The Underwriter agrees to make a bona fide public offering of all of the
Certificates, at not in excess of the initial public offering prices, as set forth on the
cover page of the Official Statement, plus interest accrued thereonfrom the date of
the Certificates, and confirm in writing to the City, the principal amount (or
percentage of principal amount) of each maturity resulting from such price) at
which the Certificates were sold pursuant to such bona fide public offering.
4. Security Deposit. Delivered to the City herewith is a cashier's check of
Dean Witter Reynolds Inc. payable to the order of the City in the amount of
$105,000. The City agrees to hold such check uncashed until the Closing to ensure
the performance by the Underwriter of its obligation to purchase, accept delivery of
and pay for the Certificates at the Closing. Concurrently with the payment by the
Underwriter of the purchase price of the Certificates, the City shall return such
check to Dean Witter Reynolds Inc. as provided in Paragraph 7 hereof. Should the
City fail to deliver the Certificates at the Closing, or should the City be unable to
satisfy the conditions of the obligations of the Underwriter to purchase, accept
delivery of and pay for the Certificates, as set forth in this Purchase Contract (unless
waived by the Underwriter), orshould such obligations of the Underwriter be
terminated for any reason permitted by this Purchase Contract, such check shall
immediately be returned to Dean Witter Reynolds Inc. In the event the
Underwriter fails (other than for a reason permitted hereunder) to purchase, accept
delivery of and pay for the Certificates at the Closing as herein provided, such check
shall be retained by the City as and for full liquidated damages for such failure of
the Underwriter and for any defaults hereunder on the part of the Underwriter.
The Underwriter hereby agrees not to stop or cause payment on said check to be
stopped unless the City has breached any of the terms of this Purchase Contract.
5. Official Statement. The City hereby authorizes the Ordinance and the
Official Statement and the information therein contained to be used by the
Underwriter in connection with the public offering and sale of the Certificates.
6. Representations, Warranties and Agreements of City. On the date
hereof, the City represents, warrants and agrees as follows:
(a) The City is a duly organized and existing political subdivision of the
State of Texasand a body politic and corporate, duly created, existing and acting
under the provisions of the Constitution and laws of the State of Texas and its home
rule charter and has full legal right, power and authority to enter into this Purchase
Contract, to adopt the Ordinance, to sell the Certificates, and to issue and deliver
the Certificates to the Underwriter as provided herein and to carry out and
consummate all other transactions contemplated by the Ordinance and this
Purchase Contract;
2
(b) By official action of the City prior to or concurrently with the
acceptance hereof, the City has duly adopted the Ordinance, has duly authorized
and approved the execution and delivery of, and the performance by the City of the
obligations contained in the Certificates and this Purchase Contract and has duly
authorized and approved the performance by the City of its obligations contained in
the Ordinance and in this Purchase Contract;
(c) The City is not in breach of or default under any applicable law or
administrative regulation of the State of Texas or the United States or any
applicable judgment or decree or any loan agreement, note, resolution, agreement
or other instrument, except as may be disclosed in the Official Statement, to which
the City is a party or is otherwise subject, which would have a material and adverse
effect upon the business or financial condition of the City; and the execution and
delivery of this Purchase Contract by the City and the execution and delivery of the
Certificates and the adoption of the Ordinance by the City and compliance with the
provisions thereof will not violate or constitute a breach of or default under any
existing law, administrative regulation, judgment, decree or any agreement or other
instrument to which the City is a party or is otherwise subject;
(d)All approvals, consents and orders of any governmental authority
or agency having jurisdiction of any matter which would constitute a condition
precedent to the performance by the City of its obligations to sell and deliver the
Certificates hereunder will have been obtained prior to the Closing;
(e) At the time of the City's acceptance hereof and at the time of the
Closing, the Official Statement does not and will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading;
(f) Between the date of this Purchase Contract and Closing, the City
will not, without prior written consent of the Underwriter, issue any additional
bonds or other obligations for borrowed money payable in whole or in part from the
Tax Increment Revenues of Corpus Christi Reinvestment Zone No. 1 or from the
proceeds of ad valorem taxes of the City, and the City will not incur any material
liabilities, direct or contingent, relating to, nor will there be any adverse change of a
material nature in the financial position of, the City;
(g) Except as described inthe Official Statement, no litigation is
pending or, to the knowledge of the City,threatened in any court affecting the
its existence of the City, the title of officers to their respective offices, or
seeking to restrain or enjoin the issuance or delivery of the Certificates, or the levy
or collection of the taxes pledged to pay the principal of and interest on the
Certificates, or any way contesting or affecting the issuance, execution, delivery,
payment, security or validity of the Certificates, or in any way contesting or affecting
the validity or enforceability ofthe Ordinance or this Purchase Contract, or
contesting the powers of the City, or any authority for the Certificates, the
Ordinance, or this Purchase Contract or contesting in any way the completeness,
accuracy or fairness of the Preliminary Official Statement or the Official Statement
or materially and adversely affecting the financial condition of the City;
3
(h) The City will cooperate with the Underwriter in arranging for the
qualification of the Certificates for sale and the determination of their eligibility for
investment under the laws of such jurisdiction as the Underwriter designates, and
will use its best efforts to continue such qualifications in effect so long as required
for distribution of the Certificates; provided, however, that the City will not be
requiredto execute a general consent to service of process or to qualify to do
business in connection with any such qualification in any jurisdiction;
(i) The descriptions contained in the Official Statement of the
Certificates and the Ordinance accurately reflect the provisions of such instruments,
and the Certificates, when validly executed, authenticated and delivered in
accordance with the Ordinance and sold to the Underwriter as provided herein, will
be validly issued and outstanding obligations of the City entitled to the benefits of,
and subject to the limitations contained in, the Ordinance; and
(j) If imior to the Closing an event occurs affecting the City which is
materially adverse for the purpose for which the Official Statement is to be used and
is not disclosed in the Official Statement, the City shall notify the Underwriter, and
if in the opinion of the Underwriter such event requires a supplement or
amendment to the Official Statement, the City will supplement or amend the
Official Statement in a form and in a manner approved by the Underwriter.
7. Closing. At 10:00 A.M., Central Daylight Time, on November 3, 1988,
the City will deliver the initial certificate or certificates (as required by the
Ordinance) to the Underwriter and will have available for immediate exchange the
Certificates in definitive form, duly executed and authenticated, together with the
other documents hereinafter mentioned, and the Underwriter will accept such
delivery and pay the purchase price of the Certificates as set forth in Paragraph 1
hereof in immediately available funds. Concurrently with such payment by the
Underwriter, the City shall return to Dean Witter Reynolds Inc., the check referred
to in Paragraph 4 hereof. Delivery and payment as aforesaid shall be made at the
offices of Fulbright & Jaworski, 2800 Texas Commerce Bank Tower 2200 Ross
Avenue, Dallas, Texas 75201, or such other placek-as shall have been mutually
agreed upon by the City and the Underwriter. The Certificates shall be printed or
lithographed; shall be prepared and delivered as fully registered certificates in the
denomination or maturity amount of $5,000 or any multiple thereof; shall be
registered in the names as shall be requested by the Underwriter at least five days
prior to the Closing; and, if the Underwriter shall so request, shall be made
available to the Underwriter at least one business day before the Closing for
purpose of inspection in New York, New York.
8. Conditions The Underwriter has entered into this Purchase Contract in
reliance upon the representation and warranties of the City contained herein and to
be contained in the documents and instruments to be delivered at the Closing, and
upon the performance by the City of its obligations hereunder, both as of the date
hereof and as of the date of Closing. Accordingly, the Underwriter's obligations
under this Purchase Contract to purchase and pay for the Certificates shall be
subject to the performance by the City of its obligations to be performed hereunder
and under such documents and instruments at or prior to the Closing, and shall also
be subject to the following conditions:
4
and time,
(a) The representations and warranties of the City contained herein
shall be true, complete and correct in all material respects on the date hereof and
on and as of the date of Closing, as if made on the date of Closing;
(b) At the time of the Closing, the Ordinance shall be in full force and
effect, and the Ordinance shall not have been amended, or supplemented and the
Official Statement shall not have been amended, modified or supplemented, except
as may have been agreed to by the Underwriter;
(c) At the time of the Closing, all official action of the City related to
the Ordinance shall be in full force and effect and shall not have been amended,
modified or supplemented;
(d) The City shall not have failed to pay principal or interest when due
on any of its outstanding obligations for borrowed money;
(e) At or prior to the Closing, the Underwriter shall have received two
copies of each of the following documents:
(1) The Official Statement of the City executed on behalf of the
City by the City Manager and City Secretary of the City;
(2) The Ordinance certified by the City Secretary of the City under
the City's seal as having been duly adopted by the City and as being
in effect, with such changes or amendments as may have been
agreed to by the Underwriter;
(3) An unqualified opinion, dated the date of Closing, of Fulbright
& Jaworski, Bond Counsel to the City, in substantially the form and
substance of Appendix D to the Official Statement;
(4) An opinion or certificate, dated on or prior to the date of
Closing, of the Attorney General of Texas, approving the
Certificates as required by law and a certificate of the Comptroller
of Public Accounts of the State of Texas regarding the registration
of the Certificates as required by law;
(5) The supplemental opinion, dated the date of Closing, of
Fulbright & Jaworski, Bond Counsel to the City, addressed to the
City and the Underwriter, to the effect that (A) in its capacity as
Bond Counsel, such firm has reviewed the information in the
Official Statement under the captions, "Plan of Financing," "The
Certificates," "Litigation," "The Tax Increment Financing Act," "Tax
Exemption" and "Legal Investments in Texas" and such firm is of
the opinion that the information relating to the Certificates and the
Ordinance contained under such captions in all respects accurately
and fairly reflects the provisions thereof and, insofar as such
information relates to matters of law, is true and accurate; (B) the
Certificates are exempt from registration pursuant to the Securities
Act of 1933, as amended, and the Ordinance is exempt from
qualification as an indenture pursuant to the Trust Indenture Act
of 1939, as amended; and (C) in the performance of their duties as
Bond Counsel for the City, without having undertaken to
determine independently the accuracy and completeness of the
5
statements contained in the Official Statement, nothing has come
to the attention of such counsel which would lead them to believe
that the Official Statement (excluding the financial statements and
other financial and statistical data included therein, all as to which
no view need be expressed) contains any untrue statement of a
material fact or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they
were made, not misleading;
(6) A certificate, dated the date of Closing, signed by the Mayor,
theCity Manager, the City Secretary, the City Attorney, the
Assistant City Manager for Economic Development and the
Director of Finance of the City, to the effect that (i) the
representations and warranties of the City contained herein are
true and correct in all material respects on and as of the date of
Closing as if made on the date of Closin; (ii) except to the extent
disclosed in the Official Statement, no litigation is pending or, to
the knowledge of such persons, threatened in any court to restrain
or enjoin the issuance or delivery of the Certificates, or the levy,
collection or application of ad valorem taxes and any funds of the
City pledged to pay the principal of and interest on the Certificates,
or the pledge thereof,or in any way contesting or affecting the
validity of the Certificates, the Ordinance, or this Purchase
Contract, or contesting the powers of the City or contesting the
authorization of the Certificates or the Ordinance, or contesting in
any way the accuracy, completeness or fairness of the Preliminary
Official Statement or the Official Statement (but in lieu of or in
conjunction with such certificate, the Underwriter may, in their
discretion, accept certificates or opinions of the City Attorney that,
in his or her opinion, the issues raised in any such pending or
threatened litigation are without substance or that the contention
of all plaintiffs therein are without merit; and (iii) to the best of
their knowledge, no event affecting the City has occurred since the
date of the Official Statement which should be disclosed in the
Official Statement for the purpose for which it is to be used or
which it is necessary to disclose therein in order to make the
statements and information therein not misleading in any respect.
(7) A certificate, dated the date of Closing, of the City Manager of
the City to the effect that there has not been any material and
adverse change in the affairs or financial condition of the City since
July 31, 1987, the latest date as to which audited financial
information is available, other than as presented in the Official
Statement;
(8) A certificate, dated the date of Closing, of an appropriate
official of the City to the effect that, on the basis of the facts,
estimates and circumstances in effect on the date of delivery of the
Certificates, it is not expected that the proceeds of the Certificates
will be used in a manner that would cause the Certificates to be
arbitrate bonds within the meaning of Section 148(a) of the
Internal Revenue Code of 1986, as amended;
(9) Evidence of the ratings on the Certificates shall be delivered in
a form acceptable to the Underwriter; and
(10) Such additional legal opinions, certificates, instruments and
other documents as Bond Counsel or the Underwriter may
reasonably request to evidence the truth, accuracy and
completeness, as of the date hereof and as of the date of Closing, of
the City's representations and warranties contained herein and of
the statements and information contained in the Official Statement
and the due performance and satisfaction by the City at or prior to
the date of Closing of all agreements then to be performed and all
conditions then to be satisfied by the City.
All of the opinions, letters, certificates, instruments and other documents
mentioned above or elsewhere in this Purchase Contract shall be deemed to be in
compliance with the provisions hereof, but only if, they are satisfactory to the
Underwriter.
If the City shall be unable to satisfy the conditions to the obligations of the
Underwriter to purchase, to accept delivery of and to pay for the Certificates as set
forth in this Purchase Contract, or if the obligations of the Underwriter to purchase,
to accept delivery of and to pay for the Certificates shall be terminated for any
reason permitted by this Purchase Contract, this Purchase Contract shall terminate
and neither the Underwriter nor the City shall be under further obligation
hereunder, except that: (i) the check referred to in Paragraph 4 hereof shall be
immediately returned to Dean Witter Reynolds Inc. by the City, and (ii) the
respective obligations of the City and the Underwriter set forth in Paragraphs 10
and 12 hereof shall continue in full force and effect.
9. Termination. The Underwriter may terminate its obligation to purchase
the certificates at any time before the Closing if any of the following should occur:
(a) (i) Legislation (including any amendment thereto) shall have been
introduced in or adopted by either House of the Congress of the United States, or
recommended to the Congress for passage by the President of the United States or
favorably reported for passage to either House of the Congress by any Committee of
such House, or (ii) a decision shall have been rendered by a court established under
Article III of the Constitution of the United States or by the United States Tax
Court, or (iii) an order, ruling or regulation shall have been issued or proposed by or
on behalf of the Treasury Department of the United States or the Internal Revenue
Service or any other agency of the United States, or (iv) a release or official
statement shall have been issued by the President of the United States or by the
Treasury Department of the United States or by the Internal Revenue Service, the
effect of which, in any such case described in clause (i), (ii), (iii), or (iv), would be to
impose, directly or indirectly, federal income taxation upon interest received on
obligations of the general character of the Certificates or upon income of the
general character to be derived by the City, other than as imposed on the
Certificates and income therefrom under the federal tax laws in effect on the date
hereof, insuch a manner as in the judgment of the Underwriter would materially
impair the marketability or materially reduce the market price of obligations of the
general character of the Certificates.
7
(b) Any action shall have been taken by the Securities and Exchange
Commission or by a court which would require registration of any security under the
Securities Act of 1933, as amended, or qualification of any indenture under the
Trust Indenture Act of 1939, as amended, in connection with the public offering of
the Certificates, or any action shall have been taken by any court or by any
governmental authority suspending the use of the Official Statement or any
amendment or supplement thereto, or any proceeding for that purpose shall have
been initiated or threatened in any such court or by any such authority.
(c) (i) The Constitution of the State of Texas shall be amended or an
amendment shall be proposed, or (ii) legislation shall be enacted, or (iii) a decision
shall have been rendered as to matters of Texas law, or (iv) any order, ruling or
regulation shall have been issued or proposed by or on behalf of the State of Texas
by an official, agency or department thereof, affecting the tax status of the City, its
property or income, its bonds (including the Certificates) or the interest thereon,
which in the judgment of the Underwriter would materially affect the market price
of the Certificates.
(d) (i) A general suspension of trading in securities shall have occurred
on the New York Stock Exchange, or (ii) the United States shall have become
engaged in hostilities which have resulted in the declaration, on or after the date of
this Purchase Contract, of a national emergency or war, the effect of which, in either
case described in clause (i) and (ii) is, in the judgment of the Underwriter, so
material and adverse as to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Certificates on the terms and in the manner
contemplated in this Purchase Contract and the Official Statement.
(e) An event described in Paragraph 6(j) hereof occurs which, in the
opinion of the Underwriter, requires a supplement or amendment to the Official
Statement.
(f) A general banking moratorium shall have been declared by
authorities of the United States, the State of New York or the State of Texas.
(g) A lowering of the ratings initially assigned to the Certificates by
either Moody's Investors Service, Inc. or Standard & Poor's Corporation,
respectively, shall occur prior to Closing.
10. Expenses. (a) The Underwriter shall be under no obligation to pay, and
the City shall pay, any expenses incident to the performance of the City's obligations
hereunder, including but not limited to: (i) the cost of the preparation, printing and
distribution of the Preliminary and final Official Statement; (ii) the cost of the
preparation and printing of the Certificates; (iii) the fees and expenses of Bond
Counsel to the City; (iv) the fees and disbursements of the City's accountants,
advisors, and of any other experts or consultants retained by the City; and (v) fees
for bond ratings and any travel or other expenses incurred incident thereto.
(b) The Underwriter shall pay: (i) all advertising expenses of the
Underwriter in connection with the offering of the Certificates; (ii) all other
expenses incurred by it in connection with offering and distributing the Certificates.
8
11. Notices. Any notice or other communication to be given to the City
under this Purchase Contract may be given by delivering the same in writing at the
address for the City set forth above, and any notice or other communication to be
given to the Underwriter under this Purchase Contract may be given by delivering
the same in writing to Dean Witter Reynolds Inc., 2400 Lincoln Plaza, 500 North
Akard, Dallas, Texas 75201, Attention: William H. McGee, Managing Director.
12. Parties in Interest. This Purchase Contract is made solely for the
benefit of the City and the Underwriter (including the successors or assigns of the
Underwriter) and no other person shall acquire orhave any right hereunder or by
virtue hereof. The City's representation, warranties and agreement contained in
this Purchase Contract shall remain operative and in full force and effect, regardless
of (i) any investigations made by or on behalf of the Underwriter, and (ii) delivery
of any payment for the Certificates hereunder; and the City's representations and
warranties contained in Paragraph 6 of this Purchase Contract shall remain
operative and in full force and effect, regardless of any termination of this Purchase
Contract.
13. Effective Date. This Purchase Contract shall become effective upon the
execution of the acceptance hereof by the Mayor of the City and shall be valid and
enforceable as of the time of such acceptance.
Accepted:
This 6th day of October, 1988
By: 44.A4t.eL„,
Mayor,
City of krpus Christi, Texas
(SEAL)
City Clerk, Secretary
City of Corpus Christi
Very truly yours,
DEAN WIfl ER REYNOLDS INC.
9
The above resolution
Betty N. Turner
David Berlanga, Sr.
Leo Guerrero
Cl i f Moss
Bill Pruet
Mary Rhodes
Frank Schwing, Jr.
Mary Pat Slavik
Linda Strong
99.066.01
Corpus Christi, Texas
r'1 day of
was passed
by
the following vote:
at,L,
20488
, 198g*
October 6, 1988
To the Members of the City Council of Corpus Christi, Texas:
I, the Mayor of Corpus Christi, Texas hereby request
that the City Council of Corpus Christi, Texas declare the
passage of the Ordinance styled:
AN ORDINANCE by the City Council of the City of
Corpus Christi, Texas amending Ordinance 20309
authorizing the issuance of "City of Corpus
Christi, Texas, Combination Tax and Tax Increment
Revenue Certificates of Obligation, Series 1988
(Tax Increment Financing Zone Project);"
approving a Purchase Agreement relating to such
Certificates; and resolving other matters
incident and related to the issuance, sale,
security, payment, and delivery of such
Certificates.
to be an emergency immediately needed to preserve and protect
public property, to efficiently utilize the physical resources
of the City and to efficiently and effectively administer the
City's affairs.
ayor,• C
y of Corpus Christi