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HomeMy WebLinkAbout020889 ORD - 03/13/1990THE STATE OF TEXAS COUNTY OF NUECES CITY OF CORPUS CHRISTI On this the 13th day of March, 1990, the City Council of the City of Corpus Christi, Texas convened in Regular Meeting, with the following members of said Council present, to -wit: Betty Turner Clif Moss, Frank Schwing, Leo Guerrero, Edward A. Martin, Joe McComb, Tom Hunt, Mary Rhodes, Cezar Galindo, Juan Garza, Hal George, Jorge G. Garza, Armando Chapa, with the following absent: quorum, at which time the transacted: Mayor, Councilmembers, City Manager, City Attorney, Director of Finance, City Secretary, Edward A. Martin, constituting a following among other business was City Manager Juan Garza presented for the consideration of the Council an ordinance. The ordinance was read by the City Secretary. The Mayor presented to the Council a communication in writing pertaining to said proposed ordinance, as follows: "Corpus Christi, Texas March 13, 1990 "TO THE CITY COUNCIL Corpus Christi, Texas Councilmembers: "The public importance and pressing need for the issuance of certificates of obligation to facilitate further financing for permanent improvements creates an emergency and an imperative public necessity requiring the suspension of rules and Charter provisions requiring ordinances to be considered and voted upon at three regular meetings. I, therefore, request that the City Council pass the proposed ordinance authorizing the issuance of certificates of obligation as an emergency measure. You will please consider this request in connection with the ordinance which is to be introduced for passage by the City Council on the sub- ject. "Yours very truly, /s/ Betty Turner Mayor" MICROFILMED Councilmember McComb moved that the Charter provision prohibiting ordinances from being passed finally on the date introduced be suspended for the reasons stated in the written request of the Mayor and stated in the emergency clause of the ordinance. The motion was seconded by Councilmember Guerrero. The motion was carried by a unanimous vote by the City Council, viz.: AYES: All members of the City Council shown present above voted "Aye". NAYS: None. Councilmember McComb moved that the ordinance be passed finally. The motion was seconded by Councilmember Guerrero. The motion was carried by the following vote: AYES: All members of the City Council shown present above voted "Aye". NAYS: None. The Mayor announced that the ordinance had been passed. The ordinance is as follows: ORDINANCE NO. 20889 ORDINANCE BY THE CITY COUNCIL CORPUS CHRISTI, TEXAS, PROVIDING OF $1,920,000 CITY OF CORPUS COMBINATION TAX AND REVENUE OBLIGATION, SERIES 1990; AND MATTERS RELATING TO THE SUBJECT OF THE CITY OF FOR THE ISSUANCE CHRISTI, TEXAS, CERTIFICATES OF ORDAINING OTHER WHEREAS, on the 13th day of February, 1990, 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 WHERFAS, said notice was published on February 16, 1990 and February 23, 1990 in the Corpus Christi Caller -Times, a "newspaper" as defined in Article 28a, V.A.T.C.S., as amended, as required by said Section 271.049 of the Texas Local Government Code; and WHEREAS, no petition, signed by 5% of the qualified electors of said City as permitted by said Section 271.049 of the Texas Local 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"), designated the "City of Corpus Christi, Texas, Combination Tax and Revenue Certificates of Obligation, Series 1990", are hereby authorized to be issued and delivered in the principal amount of $1,920,000 for the purpose of providing part of the funds for paying contractual obligations to be incurred for the improvement and expansion of the City's sanitary landfills, the improvement and extension of the City's sanitary sewer system, 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 March 1, 1990, in the respective denominations and principal 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 'EAR PRINCIPAL AMOUNT 1991 $335,000 1992 360,000 1993 380,000 1994 410,000 1995 435,000 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. That said Certificates of Obligation shall not be subject to optional redemption prior to their scheduled maturities. Section 4. INTEREST. That the Certificates shall bear interest from the date specified in the FORM OF CERTIFICATE set forth in this Ordinance to their respective dates of maturity at the following rates per annum: maturities 1991, 8.35% maturities 1992, 6.90% maturities 1993, 6.35% maturities 1994, 6.40% maturities 1995, 6.50% 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- 3 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 reasonable regulations istrar may prescribe; as the Issuer and the Paying make such registrations, changes as transfers, herein provided. The City nee thereof is hereby authorized Agent/Registrar Agreement" in such the City Attorney. and record in the registered owner of exchanges under such and Paying Agent/Reg- Agent/Registrar shall conversions and ex - Manager or to execute the desig- a "Paying form as is approved by The Paying Agent/Registrar shall obtain Registration Books the address of the each Certificate to which payments with respect to the Certificates shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Reg- istrar shall keep the Registration Books confidential and, 4 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 Certifi- cate shall bear a letter and/or number to distinguish it from each other Certificate. Except as provided 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 5 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, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (b) Payment of Certificates and 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, (vii) may be subject to redemption prior to 6 scheduled maturity, and (viii) 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 this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF CERTIFICATE. (d) Substitute Paying 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 7 (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. 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 8 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 1990 MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSIP March 1, 1990 ON THE MATURITY DATE specified above, THE CITY OF COR- PUS CHRISTI, TEXAS (the "Issuer"), being a political subdi- vision 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, at the interest rate per annum specified above; except that if this Certificate is required to be au- thenticated and the date of its authentication is later than September 1, 1990, such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date (hereinafter defined) but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next follow - 9 ing interest payment date; provided, however, that if on the date of authentication hereof the interest on the Certifi- cate or Certificates, if any, for which this Certificate is being exchanged 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. *THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Certificate shall be paid to the registered owner here- of upon presentation and surrender of this Certificate at maturity at the principal corporate trust office of City, Texas - Corpus Christi, Corpus Christi, Texas, is the "Paying Agent/Registrar" for this Certificate. First which The payment of interest on this Certificate 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/Regis- trar on, and payable solely from, funds of the Issuer re- quired by the ordinance authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as herein- after provided; and such check or draft shall be sent by the 10 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 on the fifteenth business day of the month preceding such interest payment date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity shall be paid to the registered owner upon presentation and surrender of this Certificate for payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Certifi- cate that on or before each principal payment date, interest payment date, and accrued interest payment date for this Certificate it will make available to the Paying Agent/Reg- istrar, 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 princi- pal 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- 11 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 (the "Certificates") dated the Original Issue Date specified above, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $1,920,000, FOR THE PURPOSE OF PROVIDING PART OF THE FUNDS FOR PAYING CONTRACTUAL OBLIGATIONS TO BE INCURRED FOR THE IMPROVEMENT AND EXPANSION OF THE ISSUER'S SANITARY LANDFILLS, THE IMPROVEMENT AND EXTENSION OF THE ISSUER'S SANITARY SEWER SYSTEM, AND THE PAYMENT OF THE ENGINEERING, LEGAL AND FISCAL SERVICES RELATED THERETO. *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 12 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 the assignment hereof. Upon surrender of this Certificate or any portion or portions hereof for transfer of registra- tion, an authorized representative of 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- 13 tificate Ordinance, this Certificate may, at the written re- quest of the registered owner or the assignee or assignees hereof, or its or their duly authorized attorneys or repre- sentatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, be converted into and exchanged for a Certificate or Certificates of like aggregate principal amount, payable to the appropriate registered owner, assig- nee, or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations 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 condi- tion precedent to the exercise of such privilege of trans- fer, conversion or exchange. *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 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 14 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 pledged all taxable property in said Issuer, and have been for such payment, within the limit prescribed by law; and that surplus revenues of the Issuer's Solid Waste System, after payment of all operation and maintenance ex- penses thereof, and all other obligations now or hereafter payable therefrom, have been pledged as additional security for the Certificates. IN WITNESS WHEREOF, the Issuer has caused this Cert- ificate to be signed with the manual or facsimile signature 15 of the Mayor of the City and countersigned with the manual or facsimile signature of the Cit;: Secretary of the City, and has caused the official seal of the City to be dull impressed, 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 AU'HENTICATION CERTIFICATE PA{ING AGENT/RE:-ISTRAR'S AUTHENTICATIuN CERTIFICATE It iE hereby certified that this Certificate of Obl',ation ias been issued under the provisions of the Ordinance scribed on the face of this Certificate of Cbligati'n; and that this Certificate of Obligation has been issued in exchange for or replacement of a certificate of obligation, certificates of cThgation, 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 cf the State of Texas. Dated First City, Texas - Corpus Christi, Corpus Christi, Texas Paying Agent/Registrar By Authorized Representative FORM OF ASSIGNMENT: ASSIGNMENT FOR VALUE RECEIVED, the undo signed hereby sells, assigns and transfers unto 16 (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 of Obligation in every particular, without alteration or enlargement 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 REGISTER NO. of Texas to the effect that this Certificate has been exam- ined by him as required by law, and that he finds that it has been issued in conformity with the Constitution and laws 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 17 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 NOTE TO PRINTER: *Qs to be on reverse side of certificate **Q 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 1990 authorized to be issued and delivered by this Ordinance, and the term "Code" shall mean the Internal Revenue Code of 1986, and any amendment thereto. Section 8. INTEREST AND SINKING FUND. (a) That a spe- cial fund or account, to be designated the "City of Corpus Christi, Texas Series 1990 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 sepa- rate and apart from all other funds and accounts of said City, and shall be used only for paying the interest on and principal of said Certificates. Any accrued interest de- rived 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 for and on account of 18 said Certificates 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 governing 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 re- quired to pay the interest on said Certificates as such in- terest comes due, and to provide a sinking fund to pay the principal of said Certificates as such principal matures, but never less than 2% of the original amount of said Cer- tificates as a sinking fund each year. Said rate and amount of ad valorem tax is hereby ordered to be levied against all taxable 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 deposited 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 in- terest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. (b) The City shall transfer from the City's General Fund such amounts, to the extent necessary, and cause such amounts to be deposited into the Interest and Sinking Fund 19 for the purpose of paying, when due, the first scheduled payment of interest on the Certificates. Section 9. REVENUES. That the Certificates of Obliga- tion are additionally secured by and shall be payable from and secured by the revenues of the Issuer's Solid Waste Sys- tem remaining after payment of all maintenance and opera- tion expenses thereof, and all other obligations now or hereafter payable therefrom, constituting "Surplus Reve- nues". The Issuer shall deposit such Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant to Section 8, to the extent necessary to pay the principal and interest on the Certificates of Obligation. Notwith- standing the requirements of Section 8, if Surplus Revenues are actually on deposit or budgeted for deposit in the In- terest 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. Section 11. SECURITY FOR FUNDS. That the Interest and Sinking Fund created by this Ordinance shall be secured in 20 the manner and to the fullest extent permitted or required 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 have 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 Defeased Certificate hereunder, as aforesaid, such Certifi- cate and the interest thereon shall no longer be secured by, 21 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 the City shall make proper arrangements to provide and pay for such services as required by this Ordinance. 22 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 Certificates 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 shall surrender to the Paying Agent/Registrar for cancella- tion the Certificate so damaged or mutilated. 23 (c) No Default Occurred. That notwithstanding 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 or interest on this Certificate, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of issu- ing a replacement certificate, provided security or indemni- ty is furnished as above provided 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. 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 24 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 Certificates in the form and manner and with the effect, as provided in Section 5(a) of this Ordinance for Certificates issued in conversion and exchange of other Certificates. Section 14. COVENANTS REGARDING TAX EXEMPTION. That the City covenants to refrain from any action which would adversely affect, or to take such action as to ensure, the treatment of the Certificates of Obligation as obligations described 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 or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Certif- 25 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 "feder- ally guaranteed" within the meaning of section 149(b) of the Code; 26 (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 not otherwise contravene the requirements of Section 148 of the Code (relating to arbitrage) and, to the ex - 27 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 re- quired to comply with any covenant contained herein to the extent that such modification or expansion, in the opinion 28 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 im- pressed, or placed in facsimile, on such Comptroller's Reg- istration Certificate. 29 Section 16. SALE. That the sale of the Certificates of Obligation to Lovett Underwood Neuhaus & Webb, Inc. (the "Purchaser"), at a price of par and accrued interest on the Certificates of Obligation to the date of delivery, is here- by authorized, ratified and confirmed. One Certificate of Obligation in the principal amount maturing on each matu- rity date as set forth in Section 2 hereof shall be deliv- ered right vided to the Purchaser, to exchange such and the Purchaser Certificates of shall have the Obligation as pro - in Section 5 hereof without cost. Section 17. APPROVAL OF OFFERING DOCUMENTS. Official Notice of Sale, Official Bid Form, and an Statement, prepared and distributed in connection That the Official with the sale of the Certificates of Obligation, in substantially the form attached hereto, are hereby approved by the City Coun- cil, and their use in the offer and sale of the Certificates of Obligation 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. PUBLIC NECESSITY. That the fact that the contemplated construction of public improvements is necessary for the orderly development and growth of the City creates a public emergency and an imperative public necessity requiring the suspension of the Charter rule providing that no ordinance shall be passed finally on the date it is introduced and that such ordinance shall be 30 date it is introduced and that such ordinance shall be considered and voted upon at three regular meetings of the City Council, and the Mayor having declared that such public emergency and imperative 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 13th d y of March, 1990. 1�L (iLGY.L Mayor, Ci y of Corpus Christi, Texas ATTEST: City Secretary, City of Corpus Christi, Texas (SEAL) APPROVED FORM AND LEGALITY: City Attorney, City o Corpus Christi, Texas 31 THE STATE OF TEXAS COUNTY OF NUECES CITY OF CORPUS CHRISTI I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 13th day of March, 1990, authorizing the issuance of $1,920,000 Combination Tax and Revenue Certificates of Obligation, Series 1990, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Civ. Stat., art. 6252-17, as amended. EXECUTED UNDER MY HAND AND SEAL of said City, this the 13th day of March, 1990. Ar,#,U City Secretary, City of corpus Christi, Texas (SEAL) GENERAL CE±CIFICATE THE STATE OF TEXAS COUNTY OF NUECES CITY OF CORPUS CHRISTI We, the undersigned, he-ely officially certify that we are the Director of Finance and City Secretary, respective- ly, of the City of Corpus Christi, Texas, and we further certify as follows: 1. That this certificate is given for the benefit of the Attorney General of the State of Texas and the pur- chasers and holders of City of Corpus Christi, Texas Combination Tax and Revenue Certificates of Obligation, Series 1990, dated March 1, 1990, in the aggregate principal amount of $1,920,000 (herein referred to as the "Certifi- cates of Obligation"). 2. That said City is a duly incorporated Home Rule City, having more than 5000 inhabitants, operating and existing under the Constitution and laws of the State of Texas and the duly adopted Home Rule Charter of said City, which Charter has not been changed or amended since the ordinance was passed by the City Council authorizing the issuance of City of Corpus Christi, Texas Combination Tax and Revenue Certificates of Obligation, Series 1989. 3. That no litigation of any nature has ever been filed pertaining to, affecting or contesting: (a) the issuance, delivery, payment, security or validity of the proposed Certificates of Obligation; (b) the authority of the officers of said City to issue, execute and deliver the Certificates of Obligation; or (c) the validity of the corporate existence, the current Tax Rolls, or the Charter of said City; and that no litigation is pending pertaining to, affecting or contesting the boundaries of said City. 4. That each of the following persons is the duly acting, constituted and qualified officer of the City of Corpus Christi as herein shown, respectively: Betty Turner Clif Moss Frank Schwing Leo Guerrero Tom Hunt Joe McComb Edward A. Martin Mary Rhodes Cezar Galindo Juan Garza Jesus Garza Hal George Armando Chapa Jorge G. Garza Mayor Councilmembers City Manager Deputy City Manager City Attorney City Secretary Director of Finance 5. That the seal an impression of which appears below is the corporate seal of said City; that said seal has been used continuously as such corporate seal for more than forty years and was duly adopted as the seal of said City by the City Council of said City; and that since its adoption, no seal other than said seal has been used as the corporate seal of said City. 6. That the currently effective ad valorem tax rolls of said City are those for the year 1989, being the most recently approved tax rolls of said City; that the City Council of said City has caused the taxable property in said City to be assessed as required by law; that the Appraisal Review Board has equalized and approved the valuation of taxable property in said City for said year; that the Chief Appraiser of Nueces County Appraisal District has duly verified the aforesaid tax rolls, and said Appraisal Review Board has finally approved the same; and that the valuation of taxable property in said City, and the aggregate amount of exemptions, and the net effective taxable value of taxable property in said City, according to the aforesaid tax rolls for said year, as delivered to the City Secretary of said City, and finally approved and recorded by the City Council of said City, are as follows: Assessed Value: (less) Exemptions: Taxable Values: $7,109,496,333 $ 911,607,006 $6,197,889,327 7. That Exhibit A, which is attached hereto and made a part hereof, contains a true and correct schedule showing the annual requirements of all of the outstanding indebted- ness of said City payable from taxes, together with the Certificates of Obligation proposed to be issued by ordi- nance passed March 13, 1990, as it appears in the official records of said City. 8. That Exhibit B, which is attached hereto and made a part hereof, contains a true and correct schedule showing the statement of income and expenses of the City's Solid Waste System; and, except with respect to the Certificates of Obligation, that none of the revenues or income from said System have been pledged or encumbered to the payment of any debt or obligation of the City. SIGNED AND SEALED this the 13th day of March, 1990. City Secretary City of Corpus Christi, Texas City of Corpus Christi, D ctor of Finance Approved as to, Form: CiTy Attoi"ney, City of Corpus Christi, Texas (SEAL) Texas 9 a OLet EXHIBIT A 09'901'm I6L'121'651 wt OBf'E4C'6 000'529'6 9 396,378 2,316,378 170,466,797 142,876,375 313,343,172 pyp-+W W N V yyV V SV OOO��O{{.W1 yyN�+O 88O Pm fpym NON ON+�M`NM Fv10 �N000 N p p p p m a O O p J N a V W O O 9 8 N r a NO f.O a J NON CONN W PI �Waraaaa•4MOMOppr�.p y: H PB 3 NNN/(y�mN m P 3 N N N eQ 2EieJaO pm pN N N N O M P 3oaS&&aa2iii % obs N N O p g§§ ilill§'ssbso00000o PNrN p NIyaapWN ..„30 gmmWW8 8080341uuw4wwWW 08'0 y.0000��pp�ppl X98 dMg.p--4.4 -0 mm P VN O 0 m V S S W O O-. N1 ... 0PyV N N F W O 0 0 0 0 0 0 0 0 0 W W N 4 W W w w W W O O O O O N N w J a V V p b r 0 0 0 w U- 0 O a W NOs—flemny'RVm' CCI=OpVNOpU. 8b pq 8 N N r p rp S 7 a m V W .�pppp O p NN N O N OOOOPW+ Vri O-. A'0 POp00000 W O a O p m V o O O N a V m O O O J O M N N m p QQ 0 y yy N N+p m W 6 V gg 0 "J�o�domw75 X�iI�P.i Ow RuSis - a N N r V N V p V a a m O O O O O O O m m m O O N f N N O a O V r W V N+ V O �pp}ap �y G Nypm aN�WOOS R 8Y1pbOOdra. pp JNmmOpp m000p OpCp0'RCN_VNNWO NONmO a !-p Naf JpP a r R -N 11'0 8 -3n ] • 2 u n -3g 0 -in n oeo EXHIBIT B Solid Waste System The Certificates are secured by a pledge of an ad valorem tax on all taxable property within the City, and the revenues of the City's Solid Waste System remaining after payment of all operating and maintenance expenses of the System and other obligations now or hereafter payable from the System. The following table sets forth the net revenues of the Solid Waste System for the past five fiscal years. Flsal Net Year Revenues Expenses Revenues 1984-85 $6,710,826 $4,913,000 $1,797,826 1985-86 7,256,185 5,164,150 2,092,035 1986-87 7,619,961 4,954,555 2,665,406 1987-88 7,681,475 5,076,979 2,604,496 1988-89 7,686,895 5,217,269 2,469,626 The above-described pledge is made only to the Certificates. Owners of the Bonds have no right to demand payment of the Bonds from the surplus revenues of the City's Solid Waste System. Corpus Christi, Texas �3 day of , 19 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause ordinance an emergency exists requiring suspension o as to consideration and voting upon ordinances meetings; I/we, therefore, request that you suspend and pass this ordinance finally on the date it is the present meeting of the City Council. Respectfully, Respectfully, Council Members of the foregoing f the Charter rule at three regular said Charter rule introduced, or at yL. L-%, �G L� G ��. L MAYOR 7J THE CITY OF CORPUS CHRISTI The above ordinance was passed by the following vote: Betty N. Turner Cezar Galindo Leo Guerrero Tom Hunt Edward A. Martin Joe McComb Clif Moss Mary Rhodes Frank Schwing, Jr. 045