HomeMy WebLinkAbout020851 ORD - 12/19/1989ORDINANCE PROVIDING FOR THE ISSUANCE OF $1,500,000
CITY OF CORPUS CHRISTI, TEXAS, COMBINATION TAX AND
REVENUE CERTIFICATES OF OBLIGATION, SERIES 1989;
AND ORDAINING OTHER MATTERS RELATING TO THE
SUBJECT
WHEREAS, on the 28th day of November, 1989, the City
Council of said City passed an ordinance authorizing and
directing notice of its intention to issue the Certificates
of Obligation herein authorized to be issued, to be pub-
lished in a newspaper as required by Section 271.049 of the
Texas Local Government Code; and
WHEREAS, said notice was published as required by said
Section 271.049 of the Texas Local Government Code in the
Corpus Christi Caller -Times, a newspaper as defined by
Article 28a, Vernon's Texas Civil Statutes, on December 1,
1989 and December 8, 1989; and
WHEREAS, no petition, signed by 5% of the qualified
electors of said City as permitted by said Section 271.049
of the Texas Government Code protesting the issuance of such
Certificates of Obligation, has been filed; and
WHEREAS, the Certificates of Obligation hereinafter
authorized are to be issued and delivered pursuant to
Subchapter C of Chapter 271 of the Texas Local Government
Code;
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI, TEXAS:
Section 1. AUTHORIZATION OF CERTIFICATES OF OBLIGA-
TION. That the Certificates of Obligation to be issued by
the City of Corpus Christi (the "City" or the "Issuer"),
MICROFILMED 1
designated the "City of Corpus Christi, Texas, Combination
Tax and Revenue Certificates of Obligation, Series 1989",
are hereby authorized to be issued and delivered in the
principal amount of $1,500,000 for the purpose of providing
part of the funds for paying contractual obligations to be
incurred for construction of public parking facilities
and other related facilities adjacent to the Texas State
Aquarium, and the payment of the engineering, legal and
fiscal services related thereto.
Section 2. DATE, DENOMINATIONS, NUMBERS AND MATURI-
TIES. That said Certificates of Obligation shall initially
be issued, sold and delivered hereunder as fully registered
certificates, without interest coupons, dated December 1,
1989, in the respective denominations and princi;,al amounts
hereinafter stated, numbered consecutively from One (1)
upward, payable to the respective initial registered owners
thereof (as designated in Section 16 hereof), or to the
registered assignee or assignees of said certificates or any
portion or portions thereof (in each case, the "Registered
Owner"), and said certificates shall mature and be payable
on March 1 in the years and amounts as set forth below,
to -wit:
2
YEAR PRINCIPAL AMOUNT YEAR PRINCIPAL AMOUNT
1991 $ 40,000 2001 $ 80,000
1992 40,000 2002 85,000
1993 45,000 2003 90,000
1994 50,000 2004 95,000
1995 50,000 2005 105,000
1996 55,000 2006 110,000
1997 60,000 2007 120,000
1998 65,000 2008 130,000
1999 70,000 2009 135,000
2000 75,000
The term "Certificates" as used in this Ordinance shall mean
and include collectively the Certificates of Obligation
`initially issued and delivered pursuant to this Ordinance
and all substitute Certificates of Obligation exchanged
therefor, as well as all other substitute Certificates of
Obligation and replacement Certificates of Obligation issued
pursuant: hereto, and the term "Certificate" shall mean any
of the Certificates.
Section 3. REDEMPTION. (a) That said Certificates of
Obligation maturing on and after March 1, 2000 shall be
subject to optional redemption prior to their scheduled
maturities, in whole or in part, on March 1, 1999, and on
any interest payment date thereafter, at a redemption price
of par plus accrued interest to the date fixed for redemp-
tion. If less than all of the Certificates of Obligation
are to be redeemed by the City, the City shall determine the
maturity or maturities and the amounts there of to be
redeemed and shall direct the Paying Agent/Registrar (here-
inafter defined) to call by lot Certificates of Obligation,
or portions thereof, within such maturity or maturities and
in such principal amounts, for redemption.
3
(b) Prior to the date fixed for any such redemption,
the City shall cause (i) a written notice of such redemption
to be deposited in the 5iitcd dt&tes mail, postage prepaid,
addressed to each registered owner at his address shown on
the Registration Books (hereinafter defined) of the Paying
Agent/Registrar and (ii) notice of such redemption to be
published one (1) time in a financial journal or publication
of general circulation in the United States of America
carrying as a regular feature notices of municipal bonds
called for redemption on or before the dates provided for in
Section 6 of this Ordinance; provided, however, that the
failure to send, mail, or receive such notice described in
(i) above, or any defect therein or in the sending or
mailing thereof, shall not affect the validity or effective-
ness of the proceedings for the redemption of any Bond, and
it is hereby specifically provided that the publication of
notice described in (ii) above shall be the only notice
actually required in connection with or as a prerequisite to
the redemption of any Bonds. By the date fixed for any such
redemption, due provision shall be made with the Paying
Agent/Registrar for the payment of the principal amount of
the Certificates to be so redeemed, plus accrued interest
thereon to the date fixed for redemption. If the notice of
redemption is given, and if due provision for such payment
is made, all as provided above, the Certificates which are
to be so redeemed thereby automatically shall be redeemed
prior to maturity, and they shall not bear interest after
4
the date fixed for redemption, and shall not be regarded as
being outstanding except for the purpose of receiving the
funds so provided for such payment.
Section 4. INTEREST. That the Certificates shall bear
interest from the date specified
set forth in this Ordinance to
maturity or redemption prior to
rates per annum:
maturities
maturities
maturities
maturities
maturities
maturities
maturities
maturities
maturities
maturities
1991,
1992,
1993,
1994,
1995,
1996,
1997,
1998,
1999,
2000,
8.75%
8.75%
8.75%
8.75%
8.75%
8.75%
7.60%
6.90%
6.90%
7.00%
in the FORM OF CERTIFICATE
their respective dates of
maturity at the following
maturities
maturities
maturities
maturities
maturities
maturities
maturities
maturities
maturitic
2001,
2002,
2003,
2004,
2005,
2006,
2007,
2008,
2C09,
7.00%
7.00%
7.00%
7.10%
7.10%
7.10%
7.10%
7.10%
7.10%
Said interest shall be payable in the manner provided and on
the dates stated in the FORM OF CERTIFICATE set forth in
this Ordinance.
Section 5. CHARACTERISTICS OF THE CERTIFICATES.
Registration, Transfer, Conversion and Exchange; Authenti-
cation. (a) That the Issuer shall keep or cause to be kept
at the principal corporate trust office of First City,
Texas -Corpus Christi, Corpus Christi, Texas (the "Paying
Agent/Registrar") books or records for the registration of
the transfer, conversion and exchange of the Certificates
(the "Registration Books"), and the Issuer hereby appoints
the Paying Agent/Registrar as its registrar and transfer
agent to keep such books or records and make such registra-
tions of transfers, conversions and exchanges under such
5
reasonable
istrar may
make such
changes as
regulations as the Issuer and Paying Agent/Reg-
prescribe; and the Paying Agent/Registrar shall
registrations, transfers, conversions and ex -
herein provided. The City Manager or the desig-
nee thereof is hereby authorized
to execute a "Paying
Agent/Registrar Agreement" in such form as is approved by
the City Attorney. The Paying Agent/Registrar shall obtain
and record in the Registration Books the address of the
registered owner of each Certificate to which payments with
respect to the Certificates shall be mailed, as herein
0
provided; but it shall be the duty of each tegistered owner
to notify the Paying Agent/Registrar in writing of the
ac'.3ress to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has
given.
The Issuer
shall have the right to inspect
Registration Books during regular business hours of
been
the
the
Paying Agent/Registrar, but otherwise the Paying Agent/Reg-
istrar shall keep the Registration Books confidential and,
unless otherwise required by law, shall not permit their
inspection by any other entity. The Issuer shall pay the
Paying Agent/Registrar's standard or customary fees and
charges for making such registration, transfer, conversion,
exchange and delivery of a substitute Certificate or Certif-
icates. Registration of assignments, transfers, conversions
and exchanges of Certificates shall be made in the manner
provided and with the effect stated in the FORM OF CERTIFI-
CATE set forth in this Ordinance. Each substitute
6
Certificate shall bear a letter and/or number to distinguish
it from each other Certificate.
Except as prc- ded in paragraph (b) of this Ordinance,
an authorized representative of the Paying Agent/Registrar
shall, before the delivery of any such Certificate, date and
manually sign said Certificate, and no such Certificate
shall be deemed to be issued or outstanding unless such
Certificate is so executed. The Paying Agent/Registrar
promptly shall cancel all paid Certificates and Certificates
surrendered for conversion and exchange. No additional
ordinances, orders or resolutions need be passed or adopted
by the governing body of the Issuer or any other body or
person so as to accomplish the foregoing conversion and
exchange of any Certificate or portion thereof, and the
Paying Agent/Registrar shall provide for the printing,
execution and delivery of the substitute Certificates in the
manner prescribed herein, and said Certificates shall be of
type composition printed on paper with lithographed or steel
engraved borders of customary weight and strength. Pursuant
to Vernon's Ann. Tex. Civ. St. Art. 717k-6, and particularly
Section 6 thereof, the duty of conversion and exchange of
Certificates as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of said Certifi-
cate, the converted and exchanged Certificate shall be
valid, incontestable and enforceable in the same manner and
with the same effect as the Certificates which initially
were issued and delivered pursuant to this Ordinance,
7
approved by the Attorney General, and registered by the
Comptroller of Public Accounts.
(b) Payment of Certificates ar,c interest. The Issuer
hereby further appoints the Paying Agent/Registrar to act as
the paying agent for paying the principal of and interest on
the Certificates, all as provided in this ordinance. The
Paying Agent/Registrar shall keep proper records of all
payments made by the Issuer and the Paying Agent/Registrar
with respect to the Certificates.
(c) In General. The Certificates (i) shall be issued
in fully registered form, without interest coupons, with the
principal of and interest on such Certificates to be payable
only to the registered owners thereof, (ii) may be converted
and exchanged for other Certificates, (iii) may be trans-
ferred and assigned, (iv) shall have the characteristics,
(v) shall be signed, sealed, executed and authenticated,
(vi) the principal of and interest on the Certificates shall
be payable, and (vii) shall be administered and the Paying
Agent/Registrar and the Issuer shall have certain duties and
responsibilities with respect to the Certificates, all as
provided, and in the manner and to the effect as required or
indicated, in the FORM OF CERTIFICATE set forth in this
Ordinance. The Certificates initially issued and delivered
pursuant to this Ordinance are not required to be, and shall
not be, authenticated by the Paying Agent/Registrar, but on
each substitute Certificate issued in conversion of and
exchange for any Certificate or Certificates issued under
8
this Ordinance the Paying Agent/Registrar shall execute the
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the
ret forth in the FORM OF CERTIFICATE.
(d) Substitute Paving Agent/Registrar. The Issuer
covenants with the registered owners of the Certificates
that at all times while the Certificates are outstanding the
Issuer will provide a competent and legally qualified bank
or trust company to act as and perform the services of
Paying Agent/Registrar for the Certificates under this
Ordinance, and that the Paying Agent/Registrar will' be one
entity. The Issuer reserves the right to, and may, at its
option, change the Paying Agent/Registrar upon not less than
120 days written notice to the Paying Agent/Registrar, to be
effective not later than 60 days prior to the next principal
or interest payment date after such notice. In the event
that the entity at any time acting as Paying Agent/Registrar
(or its successor by merger, acquisition or other method)
should resign or otherwise cease to act as such, the Issuer
covenants that promptly it will appoint a competent and
legally qualified bank, trust company, financial institu-
tion, or other agency to act as Paying Agent/Registrar under
this Ordinance. Upon any change in the Paying
Agent/Registrar, the previous Paying Agent/Registrar prompt-
ly shall transfer and deliver the Registration Books (or a
copy thereof), along with all other pertinent books and
records relating to the Certificates, to the new Paying
Agent/Registrar designated and appointed by the Issuer.
9
Upon any change in the Paying Agent/Registrar, the Issuer
promptly will cause a written notice thereof to be sent by
the new Paying Agent/Registrar to each registered owner of
the Certificates, by United States mail, first-class postage
prepaid, which notice also shall give the address of the new
Paying Agent/Registrar. By accepting the position and
performing as such, each Paying Agent/Registrar shall be
deemed to have agreed to the provisions of this Ordinance,
and a certified copy of this Ordinance shall be delivered to
each Paying Agent/Registrar.
Section 6. FORM OF CERTIFICATES. That the form of the
Certificates, including the form of Paying Agent/Registrar's
Authentication Certificate, the form of Assignment and the
form of Registration Certificate of the Comptroller of
Public Accounts of the State of Texas to be attached to the
Certificates initially issued and delivered pursuant to this
Ordinance, shall be, respectively, substantially as follows,
with such appropriate variations, omissions, or insertions
as are permitted or required by this Ordinance.
FORM OF CERTIFICATE
NO.
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF NUECES
CITY OF CORPUS CHRISTI, TEXAS
COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION
SERIES 1989
MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSIP
December 1, 1989
ON THE MATURITY DATE specified above, THE CITY OF COR-
PUS CHRISTI, TEXAS (the "Issuer"), being a political
10
subdivision of the State of Texas, hereby promises to pay to
(hereinafter called the "registered
owner") the principal amount of
DOLLARS
and to pay interest thereon from the Original Issue Date
specified above, on September 1, 1990, and semiannually on
each March 1 and September 1 thereafter to the maturity date
specified above, or the date of redemption prior to maturi-
ty, at the interest rate per annum specified above; except
that if this Certificate is required to be authenticated and
the date of its authentication is later than September 1,
1990, such principal amount shall bear interest from the in-
terest payment date next preceding the date of authentica-
tion, unless such date of authentication is after any Record
Date (hereinafter defined) but on or before the next follow-
ing interest payment date, in which case such principal
amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of au-
thentication hereof the interest on the Certificate or Cer-
tificates, if any, for which this Certificate is being ex-
changed or converted from is due but has not been paid, then
this Certificate shall bear interest from the date to which
such interest has been paid in full.
THE TERMS AND PROVISIONS of this Certificate are con-
tinued on the reverse side hereof and shall for all purposes
have the same effect as though fully set forth at this
place.
11
*THE PRINCIPAL OF AND INTEREST ON this Certificate are
payable in lawful money of the United States of America,
.:ithout exchange or collection charges. The principal •�,f
this Certificate shall be paid to the registered owner here-
of upon presentation and surrender of this Certificate at
maturity or redemption prior to maturity at the principal
corporate trust office of First City, Texas -Corpus Christi,
Corpus Christi, Texas, which is the "Paying Agent/Registrar"
for this Certificate. The payment of interest on this Cer-
tificate shall be made by the Paying Agent/Registrar to the
registered owner hereof on each interest payment date by
check or draft, dated as of such interest payment date,
drawn by the Paying Agent/Registrar on, and payable solely
from, funds of the Issuer required by the orlinance
authorizing the issuance of this Certificate (the "Certif-
icate Ordinance") to be on deposit with the Paying Agent/
Registrar for such purpose as hereinafter provided; and such
check or draft shall be sent by the Paying Agent/Registrar
by United States mail, first-class postage prepaid, on each
such interest payment date, to the registered owner hereof,
at its address as it appeared at the close of business on
the fifteenth day of the month preceding such interest
payment date (the "Record Date") on the Registration Books
kept by the Paying Agent/Registrar, as hereinafter de-
scribed. Any accrued interest due at maturity or upon re-
demption of this Certificate prior to maturity as provided
herein shall be paid to the registered owner upon presenta-
tion and surrender of this Certificate for redemption and
12
payment at the principal corporate trust office of the Pay-
ing Agent/Registrar. The Issuer covenants with the regis-
tered owsicr or -nis CcAtiiicate that on or before each prin-
cipal payment date, interest payment date, and accrued in-
terest payment date for this Certificate it will make avail-
able to the Paying Agent/Registrar, from the "Interest and
Sinking Fund" created by the Certificate Ordinance, the
amounts required to provide for the payment, in immediately
available funds, of all principal of and interest on the
Certificates, when due.
*IF THE DATE for the payment of the principal of or in-
terest on this Certificate shall be a Saturday, Sunday, a
legal holiday, or a day on which banking institutions in the
city where the principal corporate trust office of the Pay-
ing Agent/Registrar is located are authorized by law or ex-
ecutive order to close, or the United States Postal Service
is not open for business, then the date for such payment
shall be the next succeeding day which is not such a Satur-
day, Sunday, legal holiday, or day on which banking institu-
tions are authorized to close, or the United States Postal
Service is not open for business; and payment on such date
shall have the same force and effect as if made on the orig-
inal date payment was due.
*THIS CERTIFICATE is one of a Series of Certificates
dated December 1, 1989, authorized in accordance with the
Constitution and laws of the State of Texas in the principal
amount of $1,500,000, FOR THE PURPOSE OF PROVIDING PART OF
13
THE FUNDS FOR PAYING CONTRACTUAL OBLIGATIONS TO BE INCURRED
FOR CONSTRUCTION OF PUBLIC PARKING FACILITIES AND OTHER
RELATED FACILITIES ADJACENT PC Tr. TF=.AS SIICE AQUARIUM, AND
THE PAYMENT OF THE ENGINEERING, LEGAL AND FISCAL SERVICES
RELATED THERETO.
*ON MARCH 1, 1999, or on any interest payment date
thereafter, the Certificates maturing on and after March 1,
2000 are subject to optional redemption by the Issuer, in
whole or in part in principal amounts of $5,000 or any inte-
gral multiple thereof, at the par value thereof plus ac-
crued interest to the date fixed for redemption. If less
than all of the Certificates are to be redeemed by the Issu-
er, the Issuer shall determine the maturity or maturities
and the amounts thereof to be redeemed and shall direct the
Paying Agent/Registrar to call by lot the Certificates, or
portions thereof, within such maturity or maturities and in
such principal amounts, for redemption.
*AT LEAST 30 days prior to the date fixed for any such
redemption (a) a written notice of such redemption shall be
given to the registered owner of each Certificate or a por-
tion thereof being called for redemption by depositing such
notice in the United States mail, postage prepaid, addressed
to each such registered owner at his address shown on the
Registration Books of the Paying Agent/Registrar and (b) no-
tice of such redemption shall be published one (1) time in a
financial journal or publication of general circulation in
the United States of America carrying as a regular feature
14
notices of municipal bonds called for redemption; provided,
however, that the failure to send, mail, or receive such no-
tice described in (a) above, or any defect therein or in the
sending or mailing thereof, shall not affect the validity or
effectiveness of the proceedings for the redemption of any
Certificate, and the Certificate Ordinance provides that the
publication of notice as described in (b) above shall be the
only notice actually required in connection with or as a
prerequisite to the redemption of any Certificates. By the
date fixed for any such redemption due provision shall be
made by the Issuer with the Paying Agent/Registrar for the
payment of the required redemption price for this Certifi-
cate or the portion hereof which is to be so redeemed, plus
accrued interest thereon to the date fixed for redemption.
If such notice of redemption is given, and if due provision
for such payment is made, all as provided above, this Cer-
tificate, or the portion hereof which is to be so redeemed,
thereby automatically shall be redeemed prior to its sched-
uled maturity, and shall not bear interest after the date
fixed for its redemption, and shall not be regarded as being
outstanding except for the right of the registered owner to
receive the redemption price plus accrued interest to the
date fixed for redemption from the Paying Agent/Registrar
out of the funds provided for such payment. The Paying
Agent/Registrar shall record in the Registration Books all
such redemptions of principal of this Certificate or any
portion hereof. If a portion of any Certificate shall be
15
redeemed, a substitute Certificate or Certificates having
the same maturity date, bearing interest at the same rate,
in any denomination or denominations in any integral multi-
ple of $5,000, at the written request of the registered own-
er, and in aggregate principal amount equal to the unre-
deemed portion thereof, will be issued to the registered
owner upon the surrender thereof for cancellation, at the
expense of the Issuer, all as provided in the Certificate
Ordinance.
*THIS CERTIFICATE OR ANY PORTION OR PORTIONS HEREOF IN
ANY INTEGRAL MULTIPLE OF $5,000 may be assigned and shall be
transferred only in the Registration Books of the Issuer
kept by the Paying Agent/Registrar acting in the capacity of
registrar for the Certificates, upon the terms and condi-
tions set forth herein and in the Certificate Ordinance.
This Certificate may only be assigned and transferred upon
presentation and surrender to the Paying Agent/Registrar for
transfer of registration and cancellation, together with
proper instruments of assignment, in form and with guarantee
of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this certificate or any portion or
portions hereof to the assignee or assignees in whose name
or names this Certificate or any such portion or portions
hereof is or are to be transferred and registered. The form
of Assignment printed or endorsed on this Certificate shall
be executed by the registered owner, or its duly authorized
attorney or representative, and shall conclusively evidence
16
the assignment hereof. Upon surrender of this Certificate
or any portion or portions hereof for transfer of registra-
tion, an authorized rrpresentative zt the Paying Agent/Reg-
istrar shall make such transfer in the Registrations Books,
and shall deliver a new Certificate or Certificates payable
to such assignee or assignees, or to the registered owner
hereof in the case of the assignment and transfer of only a
portion of this Certificate, in exchange for this Certifi-
cate, all in the form and manner as provided in the next
paragraph hereof for the conversion and exchange of Certif-
icates. The registered owner of this Certificate shall be
deemed and treated by the Issuer and the Paying Agent/Regis-
trar as the, absolute owner hereof for all purposes, includ-
ing payment and discharge of liability upon this Certificate
to the extent of such payment, and the Issuer and the Paying
Agent/Registrar shall not be affected by any notice to the
contrary.
*ALL CERTIFICATES OF THIS SERIES issued as a result of
a transfer, conversion or exchange are issuable solely as
fully registered certificates, without interest coupons, in
the denomination of any integral multiple of $5,000. In ac-
cordance with the form and procedures set forth in the Cer-
tificate Ordinance, this Certificate, or any unredeemed por-
tion hereof, may, at the written request of the registered
owner or the assignee or assignees hereof, or its or their
duly authorized attorneys or representatives, with guarantee
of signatures satisfactory to the Paying Agent/Registrar, be
17
converted into and exchanged for a Certificate or Certifi-
cates of like aggregate principal amount, payable to the ap-
propriate registered owner, assignee, or assignees, as the
case may be, having the same maturity date, and bearing in-
terest at the same rate, in any denomination or denomina-
tions in any integral multiple of $5,000 as requested, upon
surrender of this Certificate to the Paying Agent/Registrar
at its principal corporate trust office for cancellation.
The one requesting a transfer, conversion, or exchange shall
pay any taxes or governmental charges required to be paid
`with respect thereto as a condition precedent to the exer-
cise of such privilege of transfer, conversion or exchange.
In any circumstance, neither the Issuer nor the Paying
Agent/Registrar shall be required (1) to make any transfer,
conversion or exchange during a period beginning at the
opening of business 30 days before the day of the first
mailing of a notice of redemption of certificates and ending
at the close of business on the day of such mailing, or (2)
to transfer, convert or exchange any Certificates so select-
ed for redemption when such redemption is scheduled to occur
within 30 calendar days.
*IN THE EVENT any Paying Agent/Registrar for the Cert-
ificates is changed by the Issuer, resigns, or otherwise
ceases to act as such, the Issuer has covenanted in the Cer-
tificate Ordinance that it promptly will appoint a competent
and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the registered owners of the
18
Certificates.
*BY BECOMING the registered owner of this Certificate,
the registered owner thereby acknowledges all of the terms
and provisions of the Certificate Ordinance, agrees to be
bound by such terms and provisions, acknowledges that the
Certificate Ordinance is duly recorded and available for in-
spection in the official minutes and records of the Issuer,
and agrees that the terms and provisions of this Certificate
and the Certificate Ordinance constitute a contract between
each registered owner hereof and the Issuer.
IT IS HEREBY certified, recited and covenanted that
this Certificate has been duly and validly authorized, is-
sued, and delivered; that all acts, conditions, and things
required or proper to be performed, exist, and be done pre-
cedent to or in the authorization, issuance, and delivery of
this Certificate have been performed, existed, and been done
in accordance with law; that this Certificate is a direct
obligation of said Issuer, issued on the full faith and
credit thereof; that annual ad valorem taxes sufficient to
provide for the payment of the interest on and principal of
this Certificate, as such interest comes due and such prin-
cipal matures, have been levied and ordered to be levied
against all taxable property in said Issuer, and have been
pledged for such payment, within the limit prescribed by
law; and that surplus revenues derived from the collection
of the "Hotel Occupancy Tax" levied by the Issuer, after
payment of all expenses of collection thereof and other
19
obligations payable therefrom, have been pledged as addi-
tional security for the Certificates.
IN WITNESS fEREO:F, the Issuer has caused this Certifi-
cate to be signed with the manual or facsimile signature of
the Mayor of the City and countersigned with the manual or
facsimile signature of the City Secretary of the City, and
has caused the official seal of the City to be duly impres-
sed, or placed in facsimile, on this Certificate.
xxxxx xxxxxx
City Secretary, City of Mayor, City of Corpus Christi,
Corpus Christi, Texas Texas
(SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued
under the provisions of the Ordinance described on the face
of this Certificate of Obligation; and that this Certificate
of Obligation has been issued in exchange for or replacement
of a certificate of obligation, certificates of obligation,
or a portion of a certificate of obligation or certificates
of obligation of an issue which originally was approved by
the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts of the State of Texas.
Dated
First City, Texas - Corpus Christi,
Corpus Christi, Texas
Paying Agent/Registrar
By
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
20
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
(Please insert Social Security or
Taxpayer Identification Number of Transferee)
(Please print or typewrite name and address, including
zip code of Transferee)
the within Certificate of Obligation and all rights.
thereunder, and hereby irrevocably constitutes and appoints
attorney to register the transfer of the within Certificate
of Obligation on books kept for registration thereof, with
full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must
be guaranteed by a member
firm of the New York Stock
Exchange or a commercial
bank or trust company.
NOTICE: The signature above
must correspond with the name
of the Registered Owner as it
appears upon the front of this
Certificate in every particu-
lar, without alteration or en-
largement or any change
whatsoever.
**FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE CERTIFICATES UPON INITIAL DELIVERY THEREOF
OFFICE OF COMPTROLLER
STATE OF TEXAS
I hereby certify that there is on file and of record in
my office a certificate of the Attorney General of the State
of Texas to the
ined by him as
has been issued
REGISTER NO.
effect that this Certificate has been exam -
required by law, and that he finds that it
in conformity with the Constitution and laws
21
of the State of Texas, and that it is a valid and binding
obligation of the City of Corpus Christi, Texas, payable in
the manner provided by and in the ordinance authorizing
same, and said Certificate has this day been registered by
me.
this
WITNESS MY HAND and seal of office at Austin, Texas
Comptroller of Public Accounts of
(SEAL) the State of Texas
*$s
**4
NOTE TO PRINTER:
to be on reverse side of certificate
not to be on certificate
Section 7. DEFINITIONS. That the terms "Certifi-
cates", "Certificates of Obligation" shall mean the City of
Corpus Christi, Texas Combination Tax and Revenue Certifi-
cates of Obligation, Series 1989 authorized to be issued and
delivered by this Ordinance, and the term "Code" shall mean
the Internal Revenue Code of 1986, and any amendment there-
to.
Section 8. INTEREST AND SINKING FUND. (a) That a
special fund or account, to be designated the "City of Cor-
pus Christi, Texas Series 1989 Certificate of Obligation In-
terest and Sinking Fund" is hereby created and shall be es-
tablished and maintained by the City at its official deposi-
tory. Said Interest and Sinking Fund shall be kept separate
and apart from all other funds and accounts of said City,
and shall be used only for paying the interest on and prin-
cipal of said Certificates. Any accrued interest derived
22
from the sale of the Certificates shall be deposited to the
credit of said Interest and Sinking Fund. All ad valorem
taxes levied and collected tor and on account of said Cer-
tificates shall be deposited, as collected, to the credit of
said Interest and Sinking Fund. During each year while any
of said Certificates are outstanding and unpaid, the govern-
ing body of said City shall compute and ascertain the rate
and amount of ad valorem tax, based on the latest approved
tax rolls of said City, with full allowances being made for
tax delinquencies and the cost of tax collections, which
will be sufficient to raise and produce the money required
to pay the interest on said Certificates 'as such interest
comes due, and to provide a sinking fund to pay the princi-
pal of said Certificates as such principal matures, but nev-
er less than 2% of the original amount of said Certificates
as a sinking fund each year. Said rate and amount of ad
valorem tax is hereby ordered to be levied against all tax-
able property in said City for each year while any of said
Certificates are outstanding and unpaid, and said ad valorem
tax shall be assessed and collected each such year and de-
posited to the credit of the aforesaid Interest and Sinking
Fund. Said ad valorem taxes necessary to pay the interest
on and principal of said Certificates, as such interest
comes due and such principal matures, are hereby pledged for
such payment, within the limit prescribed by law.
(b) The Issuer shall appropriate funds from the Gener-
al Fund and transfer to the Interest and Sinking Fund any
23
moneys as may be necessary to make the scheduled payments on
the Certificates coming due.
Section 9. REVENUES. That the Certificates of Obliga-
tion are additionally secured by and shall be payable from
and secured by the revenues derived from the collection of
the "Hotel Occupancy Tax" levied by the Issuer (pursuant to
authority granted by Chapter 351, Texas Tax Code), remaining
after payment of all expenses of collection thereof and
other obligations payable therefrom, constituting ."Surplus
Revenues". The Issuer shall deposit such Surplus Revenues
to the credit of the Interest and Sinking Fund created pur-
suant to Section 8, to the extent necessary to pay the prin-
cipal°and interest on the Certificates of Obligation. Not-
withstanding the requirements of Section 8, if Surplus Reve-
nues are actually on deposit or budgeted for deposit in the
Interest and Sinking Fund in advance of the time when ad
valorem taxes are scheduled to be levied for any year, then
the amount of taxes which otherwise would have been required
to be levied pursuant to Section 8 may be reduced to the ex-
tent and by the amount of the Surplus Revenues then on de-
posit in the Interest and Sinking Fund or budgeted for de-
posit herein.
Section 10. TRANSFER. That the City shall do any and
all things necessary to accomplish the transfer of monies to
the Interest and Sinking Fund of this issue in ample time to
pay such items of principal and interest.
24
Section 11. SECURITY FOR FUNDS. That the Interest and
Sinking Fund created by this Ordinance shall be secured in
the manner and to the fullest extent permitted or rAquired
by law for the security of public funds, and such Fund shall
be used only for the purposes and in the manner permitted or
required by this Ordinance.
Section 12. DEFEASANCE OF CERTIFICATES. (a) That any
Certificate and the interest thereon shall be deemed to be
paid, retired, and no longer outstanding (a "Defeased Cer-
tificate") within the meaning of this Ordinance, except to
the extent provided in subsection (d) of this Section 12,
when payment of the principal of such Certificate, plus in-
terest thereon to the due date (whether such due date be by
reason of maturity or otherwise) either (i) shall ?lave been
made or caused to be made in accordance with the terms
thereof, or (ii) shall have been provided for on or before
such due date by irrevocably depositing with or making
available to the Paying Agent/Registrar for such payment (1)
lawful money of the United States of America sufficient to
make such payment or (2) Government Obligations which mature
as to principal and interest in such amounts and at such
times as will insure the availability, without reinvestment,
or sufficient money to provide for such payment, and when
proper arrangements have been made by the City with the Pay-
ing Agent/Registrar for the payment of its services until
all Defeased Certificates shall have become due and payable.
At such time as a Certificate shall be deemed to be a
25
Defeased Certificate hereunder, as aforesaid, such Certifi-
cate and the interest thereon shall no longer be secured by,
payable from, or entitled to the benefits of, the ad valorem
taxes herein levied and the Pledged Revenues herein pledged
as provided in this Ordinance, and such principal and inter-
est shall be payable solely from such money or Government
Obligations.
(b) Any moneys so deposited with the Paying Agent/Reg-
istrar may at the written direction of the City also be in-
vested in Government Obligations, maturing in the amounts
and times as hereinbefore set forth, and all income from
such Government Obligations received by the Paying Agent/
Registrar which is not required for the payment of the Cer-
tificates and interest thereon, with respect to which such
money has been so deposited, shall be turned over to the
City, or deposited as directed in writing by the City.
(c) The term "Government Obligations" as used in this
Section 12, shall mean direct obligations of the United
States of America, including obligations the principal of
and interest on which are unconditionally guaranteed by the
United States of America, which may be United States Treas-
ury obligations such as its State and Local Government Se-
ries, which may be in book -entry form.
(d) Until all Defeased Certificates shall have become
due and payable, the Paying Agent/Registrar shall perform
the services of Paying Agent/Registrar for such Defeased
Certificates the same as if they had not been defeased, and
26
the City shall make proper arrangements to provide and pay
for such services as required by this Ordinance.
Section 13. DAMAGED, MUTILATED, LOST, STOLEN, OR DE-
STROYED CERTIFICATES. (a) Replacement Certificates. That
in the event any outstanding Certificate is damaged, muti-
lated, lost, stolen, or destroyed, the Paying
Agent/Registrar shall cause to be printed, executed, and de-
livered, a new certificate of the same principal amount, ma-
turity, and interest rate, as the damaged, mutilated, lost,
stolen, or destroyed Certificate, in replacement for such
Certificate in the manner hereinafter provided.
(b) Application for Replacement Certificates. That
application for replacement of damaged, mutilated, lost,
stolen, or destroyed Certi:=icates shall be made by the reg-
istered owner thereof to the Paying Agent/Registrar. In ev-
ery case of loss, theft, or destruction of a Certificate,
the registered owner applying for a replacement certificate
shall furnish to the City and to the Paying Agent/Registrar
such security or indemnity as may be required by them to
save each of them harmless from any loss or damage with re-
spect thereto. Also, in every case of loss, theft, or de-
struction of a Certificate, the registered owner shall fur-
nish to the City and to the Paying Agent/Registrar evidence
to their satisfaction of the loss, theft, or destruction of
such Certificate, as the case may be. In every case of dam-
age or mutilation of a Certificate, the registered owner
27
shall surrender to the Paying Agent/Registrar for cancella-
tion the Certificate so damaged or mutilated.
(c) No Default Occurred. That notwithstand'ng the
foregoing provisions of this Section, in the event any such
Certificate shall have matured, and no default has occurred
which is then continuing in the payment of the principal of,
redemption premium, if any, or interest on this Certificate,
the City may authorize the payment of the same (without sur-
render thereof except in the case of a damaged or mutilated
Certificate) instead of issuing a replacement certificate,
provided security or indemnity is furnished as above provid-
ed in this Section.
(d) Charge for Issuing Replacement Certificates. That
prior to the issuance of any replacement certificate, the
Paying Agent/Registrar shall charge the registered owner of
such Certificate with all legal, printing, and other expens-
es in connection therewith. Every replacement certificate
issued pursuant to the provisions of this Section by virtue
of the fact that any Certificate is lost, stolen, or de-
stroyed shall constitute a contractual obligation of the
City whether or not the lost, stolen, or destroyed Certifi-
cate shall be found at any time, or be enforceable by any-
one, and shall be entitled to all the benefits of this Ordi-
nance equally and proportionately with any and all other
Certificates duly issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates.
That in accordance with Section 6 of Vernon's Ann. Tex. Civ.
28
St. Art. 717k-6, this Section of this Ordinance shall con-
stitute authority for the issuance of any such replacement
certificate without necessity of further action by the City
or any other body or person, and the duty of the replacement
of such certificates is hereby authorized and imposed upon
the Paying Agent/Registrar, and the Paying Agent/Registrar
shall authenticate and deliver such
and manner and with the effect, as
of this Ordinance for Certificates
exchange of other Certificates.
Section 14. COVENANTS REGARDING TAX EXEMPTION. That
the City covenants to refrain from any action which would
Certificates in the form
provided in Section 5(a)
issued in conversion and
adversely
treztment
described
affect, or to take such action as to ensure, the
of the Certificates of Obligation as obligations
in Section 103 of the Code, the interest on which
is not includable in the "gross income" of the holder for
purposes of federal income taxation. In furtherance there-
of, the City covenants as follows:
(a) to take any action to assure that no more
than 10 percent of the proceeds of the Certificates of
Obligation (less amounts deposited to a reserve fund,
if any) are used for any "private business use," as de-
fined in section 141(b)(6) of the Code or, if more than
10 percent of the proceeds are so used, that amounts,
whether or not received by the City, with respect to
such private business use, do not, under the terms of
this Ordinance or any underlying arrangement, directly
29
or indirectly, secure or provide for the payment of
more than 10 percent of the debt service on the Certif-
icates of Obligation, in contravention of Section
141(b)(2) of the Code;
(b) to take any action to assure that in the
event that the "private business use" described in sub-
section (a) hereof exceeds 5 percent of the proceeds of
the Certificates of Obligation (less amounts deposited
into a reserve fund, if any) then the amount in excess
of 5 percent is used for a "private business use" which
is "related" and not "disproportionate", within the
meaning of Section 141(b) (3) of the Code, to the gov-
ernmental use;
(c) to take any action to assure that no amount
which is greater than the lesser of $5,000,000, or five
percent of the proceeds of the Certificates of Obliga-
tion (less amounts deposited into a reserve fund, if
any) is directly or indirectly used to finance loans to
persons, other than state or local governmental units,
in contravention of Section 141(c) of the Code;
(d) to refrain from taking any action which would
otherwise result in the Certificates of Obligation be-
ing treated as "private activity bonds" within the
meaning of Section 141(b) of the Code;
(e) to refrain from taking any action that would
result in the Certificates of Obligation being
30
"federally guaranteed" within the meaning of section
149(b) of the Code;
(f) to refrain from using any portion of the pro-
ceeds of the Certificates of Obligation, directly or
indirectly, to acquire or to replace funds which were
used, directly or indirectly, to acquire investment
property (as defined in Section 148(b)(2) of the Code)
which produces a materially higher yield over the term
of the Certificates of Obligation, other than invest-
ment property acquired with --
(1) proceeds of the Certificates of Obliga-
tion invested for a reasonable temporary period of
three years or less or, in the case of a refunding
bond, for a period of 30 days or less until such
proceeds are needed for the purpose for which the
certificates of obligation are issued,
(2) amounts invested in a bona fide debt
service fund, within the meaning of Section
1.103-13(b)(12) of the Treasury Regulations, and
(3) amounts deposited in any reasonably re-
quired reserve or replacement fund to the extent
such amounts do not exceed 10 percent of the pro-
ceeds of the Certificates of Obligation;
(g) to otherwise restrict the use of the proceeds
of the Certificates of Obligation or amounts treated as
proceeds of the Certificates of Obligation, as may be
necessary, so that the Certificates of Obligation do
31
not otherwise contravene the requirements of Section
148 of the Code (relating to arbitrage) and, to the ex-
tent applicable, Section 149(d) of the Code (relating
to advance refundings);
(h) to pay to the United States of America at
least once during each five-year period (beginning on
the date of delivery of the Certificates of Obligation)
an amount that is at least equal to 90 percent of the
"Excess Earnings," within the meaning of Section 148(f)
of the Code and to pay to the United States of America,
not later than 60 days after the Certificates of Obli-
gation have been paid in full, 100 percent of the
amount then required to be•paid as a result of Excess
Earnings under Section 148(f) of the Code; and
(i) to maintain such records as will enable the
City to fulfill its responsibilities under this Section
and Section 148 of the Code and to retain such records
for at least six years following the final payment of
principal and interest on the Certificates of Obliga-
tion.
It is the understanding of the City that the covenants con-
tained herein are intended to assure compliance with the
Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event
that regulations or ruling are hereafter promulgated which
modify, or expand provisions of the Code, as applicable to
the Certificates of Obligation, the City will not be
32
required to comply with any covenant contained herein to the
extent that such modification or expansion, in the opinion
of nationally -recognized bond counsel, will not adversely
affect the exemption from federal income taxation of inter-
est on the Certificates of Obligation under Section 103 of
the Code. In the event, that regulations or rulings are
hereafter promulgated which impose additional requirements
which are applicable to the Certificates of Obligation, the
City agrees to comply with the additional requirements to
the extent necessary, in the opinion of nationally -recog-
nized bond counsel,\to preserve the exemption from federal
income taxation of interest on the Certificates of Obliga-
tion under Section 103 of the Code.
Section 15. CUSTODY, APPROVAL, AND REGISTRATION OF
CERTIFICATES. That the Mayor of the City is hereby author-
ized to have control of the Certificates initially issued
and delivered hereunder and all necessary records and pro-
ceedings pertaining to the Certificates pending their deliv-
ery and their investigation, examination, and approval by
the Attorney General of the State of Texas, and their regis-
tration by the Comptroller of Public Accounts of the State
of Texas. Upon registration of the Certificates said Comp-
troller of Public Accounts (or a deputy designated in writ-
ing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate attached to such Cer-
tificates, and the seal of said Comptroller shall be
33
impressed, or placed in facsimile, on such Comptroller's
Registration Certificate.
Section 16. SALE. That t; a sale of ,,c Certificates
of Obligation to Texas Commerce Bank National Association,
Houston, Texas (the "Purchaser"), at a price of par and
accrued interest on the Certificates of Obligation to the
date of delivery, is hereby authorized, ratified and
confirmed. One Certificate of Obligation in the principal
amount maturing on each maturity date as set forth in
Section 2 hereof shall be delivered to the Purchaser, and
the Purchaser shall have the right to exchange such
Certificates of Obligation as provided in Section 5 hereof
without cost.
Section 17. APPROVAL OF OFFEFING DOCUMENTS. That the
Official Statement, dated December 19, 1989, prepared and
distributed in connection with the sale of the Certificates
of Obligation, is hereby approved by the City Council, and
its use in the offer and sale of the Certificates of Obliga-
tion is hereby approved.
Section 18. PREAMBLE. The findings and preambles set
forth in this Ordinance are hereby incorporated into this
Ordinance and made a part hereof for all purposes.
Section 19. EMERGENCY. That the fact that the contem-
plated construction of public improvements is necessary for
the efficient and effective administration of the affairs of
the City of Corpus Christi, Texas, creates a public emer-
gency and an imperative public necessity requiring the
34
suspension of the Charter rule providing that no ordinance
or resolution shall be passed finally on the date it is
introduced and that such ordinance or resolution snall be
read at three several meetings of the City Council, and the
Mayor having declared that such public emergency and impera-
tive necessity exist, and having requested that said Charter
rule be suspended and that this Ordinance take effect and be
in full force and effect from and after its passage, it is
accordingly so ordained.
ADOPTED this 19th day of December, 1989.
ATTEST
City Secretary, City of Corpus Christi, Texas
Hayor, City of Corp�isti, Texas
(SEAL)
APPOVED��r� FORM AND LEGALITY:
�/`
CSty Att me
y, City of Corpus Christi, Texas
35
' .,Herten
Regular Ccxir cii Heeling
December 19, 1989
Page 5
Ms. Andrews commented on the interest rate payment and principal payments
for the certificates.
There were no cmments from the audience on these items
City Secretary Chapa polled the Council for their votes and the following
oriianoe was passed:
6. ORDINANCE NO. 20851
ORDINANCE ITOmrIDING FOR THE TssUANCE OF $1,500,000 CTIy OF CORPUS CHRIS71,
TEXAS, CLtSnt TION TA( AND REVENUE CERTIFICATES OF OBLIGATION, SERIFS 1989;
AND ORDAINING OIHER MATTERS RELATING TO THE SUBJECT.
An emergency was declared and the foregoing ordinance passed by the
following vote: Turner, Guerrero, Berlanga, Hunt, Martin, McCtinib, Moss
Rhodes and Schwing voting, "Aye."
Note: Council Member Hunt was not present when his name was called for the
vote; he entered the Council Chamber during the call for the vote; and he
indicated his vote as being "Aye."
Relative to Item 7 on the Texas State Aquarium Infrastructure, Contract No.
3, City Manager Garza provided background information and stated that the scope
of this project includes completion of the roadway and parking area along with
necessary drainage, landscaping, irrigation systems, and other site improvements
at the Texas State Aquarium. Mr. Garza stated that the Aquarium Association has
contributed about $15,000 to the City for the portion of additive alternate
parking lot on the Aquarium Association property per the lease agreement between
the City and Texas State Aquauium.
Council Member Martin stated that he supports approving the contract with
Haas Paving Company, Inc., but raised questions concerning the parking study,
and Assistant City Manager Hennings and City Manager Garza responded to his
questions. Mr. Garza stated that the parking study was part of the cost that
the Aquariuum Association incurred in helping the City structure the bond sale.
City Manager Garza aid Engineering Services Director Crull provided a
report on the Infrastructaure Financing Plan for the Aquarium, and Council Member
Martin expressed concern regarding various unnecessary architectural and
engineering fees included in the contract. Mr. Garza explained that the figures
are only estimates.
Council Member McComb raised questions pertaining to the Reiriairsetrent
Commitment Agreement with RSA, ard Mr. Crull responiazi by stating that the City
has half the money for the bis turnaround and a crnafrent for the other money
unsay?. the turnarourd is constructed.