HomeMy WebLinkAbout021552 ORD - 01/19/19931
ORDINANCE NO.
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF $22,520,000 GENERAL
IMPROVEMENT REFUNDING BONDS, SERIES 1993, OF THE CITY OF CORPUS
CHRISTI, TEXAS, BEARING INTEREST AT THE RATES HEREINAFTER SET FORTH,
AND PROVIDING FOR THE LEVY, ASSESSMENT AND COLLECTION OF A TAX
SUFFICIENT TO PAY THE INTEREST ON SAID BONDS AND TO CREATE A SINKING
FUND FOR THE REDEMPTION THEREOF AT MATURITY; REPEALING ALL
ORDINANCES IN CONFLICT HEREWITH; DECLARING AN EMERGENCY; AND
ORDAINING OTHER MATTERS RELATED THERETO.
WHEREAS, the City of Corpus Christi, Texas (the "City" or the "Issuer")
proposes to refund certain maturities of its outstanding tax -supported
obligations, more particularly described in Exhibit "A" attached hereto (the
"Refunded Obligations"); and
WHEREAS, the refunding bonds hereinafter authorized are to be issued and
delivered pursuant to Article 717k, V.A.T.C.S., as amended, for the purpose of
refunding the Refunded Obligations; and
WHEREAS, Article 717k, V.A.T.C.S., as amended, further authorizes the City
to enter into an escrow agreement with any paying agent for the Refunded
Obligations with respect to the safekeeping, investment, reinvestment,
administration and disposition of any such deposit, upon such terms and
conditions as the City and such paying agent may agree, provided that such
deposits may be invested and reinvested in 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, and which shall
mature and bear interest payable at such times and in such amounts as will be
sufficient to provide for the scheduled payment or prepayment of the Refunded
Obligations; and
WHEREAS, Ameritrust Texas National Association, Dallas, Texas, is the
"Paying Agent/Registrar" for the Series 1987 Bonds and New First City, Texas, --
Corpus Christi, N.A., Corpus Christi, Texas, is the "Paying Agent/Registrar" for
all of the Refunded Obligations other than the Series 1987 Bonds; and
WHEREAS, in accordance with Article 717k, V.A.T.C.S., the City herein
authorizes an escrow agreement with New First City, Texas, - Corpus Christi,
N.A., Corpus Christi, Texas, wherein proceeds from the bonds herein authorized,
together with other available funds, are authorized to be held for the purpose
of the payment of principal of and interest on the Refunded Obligations; and
WHEREAS, all the Refunded Obligations mature or are subject to redemption
prior to maturity within twenty years of the date of the bonds hereinafter
authorized.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS:
1. That the bonds of the City to be called "City of Corpus Christi, Texas
General Improvement Refunding Bonds, Series 1993" (the "Bonds"), in the aggregate
principal amount of $22,520,000 be issued under and by virtue of the Constitution
and laws of the State of Texas and the Charter of the City for the purpose of
refunding certain of the outstanding obligations of the City secured by a pledge
of ad valorem taxes, to -wit, the Refunded Obligations.
2. That the Bonds shall be issued as fully registered bonds without
interest coupons and shall be dated January 15, 1993.
3. That the Bonds shall be in the denomination of $5,000 or any integral
part thereof, numbered consecutively from R-1 upward, shall mature and be payable
on the maturity dates, and in the amounts, and bear interest at the rates per
annum, respectively, as follows:
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021552
11V41130)1114
MATURITY DATE
March 1, 1994
March 1, 1995
March 1, 1996
March 1, 1997
March 1, 1998
March 1, 1999
March 1, 2000
March 1, 2001
March 1, 2002
March 1, 2003
March 1, 2004
March 1, 2005
March 1, 2006
March 1, 2007
March 1, 2008
March 1, 2009
March 1, 2010
AMOUNT INTEREST RATE
$ 10,000
30,000
240,000
250,000
260,000
1,050,000
2,160,000
2,315,000
2,550,000
2,485,000
2,595,000
1,385,000
660,000
1,375,000
1,950,000
2,300,000
905,000
3.25%
4.00%
4.40%
4.65%
4.85%
5.00%
5.00%
5.20%
5.35%
5.45%
5.55%
5.65%
5.75%
5.85%
6.00%
6.00%
6.00%
2
Said interest shall be payable to the registered owner of each such Bond in the
manner provided and on the dates stated in the FORM OF BOND set forth in this
Ordinance.
4. (a) That the City reserves the right to redeem the Bonds maturing on
and after March 1, 2004, in whole or in part, on March 1, 2003, or on any
interest payment date thereafter, at a redemption price equal to the principal
amount thereof and accrued interest thereon to the date fixed for redemption.
The years of maturity of the Bonds called for redemption at the option of the
City prior to stated maturity shall be selected by the City. The Bonds or
portions thereof redeemed within a maturity shall be selected at random and by
lot by the Paying Agent/Registrar.
(b) At least 30 days prior to the date fixed for any such redemption, (i)
a written notice of such redemption shall be given to the registered owner of
each Bond or a portion thereof being called for redemption by depositing such
notice in the United States mail, first-class postage prepaid, in the name of the
City and at the City•s expense addressed to each such registered owner at his
address shown on the registration books of the Paying Agent/Registrar
(hereinafter defined) and (ii) notice 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 notices of municipal bonds
called for redemption; 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 effectiveness 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 by the City with the Paying Agent/Registrar for the payment of the
required redemption price for the bonds or the portions thereof which are 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, the Bonds, or the portions thereof, which are to be
so redeemed, thereby automatically shall be redeemed prior to their scheduled
maturities, and shall not bear interest after the date fixed for their
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 the Bonds or any portion
thereof. If a portion of any Bond shall be redeemed a substitute Bond or Bonds
having the same maturity date, bearing interest at the same rate, in any
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denomination or denominations in any integral multiple of $5,000, at the written
request of the registered owner, equal to the unredeemed portion thereof, will
be issued to the registered owner upon the surrender thereof for cancellation,
at the expense of the City, all as provided in this Ordinance.
(c) In addition to the manner of providing notice of redemption of Bonds
as set forth in subsection (b) of this Section, the Paying Agent/Registrar shall
give notice of any redemption of Bonds by mail, first-class postage prepaid, at
least thirty (30) days prior to the applicable redemption date to each registered
securities depository and to any national information service that disseminates
redemption notices. In addition, in the event of a redemption caused by an
advance refunding of the Bonds, the Paying Agent/Registrar shall send a second
notice of redemption to the persons specified in the immediately preceding
sentence at least thirty (30) days but not more than ninety (90) days prior to
the actual redemption date. Any notice sent to the registered securities
depositories or such national information services shall be sent so that they are
received at least two (2) days prior to the general mailing or publication date
of such notice. The Paying Agent/Registrar shall also send a notice of
prepayment or redemption to the registered owner of any Bonds who has not
submitted the Bonds for redemption sixty (60) days after the redemption date.
The failure to send, mail or receive any such notice described in this clause
(i), 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 Bond.
(ii) Each redemption notice, whether required in the FORM OF BOND or
otherwise by this Ordinance, shall contain a description of the Bonds to be
redeemed including the complete name of the Bonds, the Series, the date of issue,
the interest rate, the maturity date, the CUSIP number, if any, the Bond numbers,
the amounts called of each Bond, the publication and mailing date for the notice,
the date of redemption, the redemption price, the name of the Paying
Agent/Registrar and the address at which the Bond may be redeemed including a
contact person and telephone number.
(iii) All redemption payments made by the Paying Agent Registrar to the
registered owners of the Bonds shall include a CUSIP number relating to each
amount paid to such registered owner.
5. (a) The City shall keep or cause to be kept at the corporate trust
office of (the "Paying Agent/Registrar"), in
, Texas, or such other bank, trust company, financial institution, or
other agency named in accordance with the provisions of (g) of this Section
hereof, books or records of the registration and transfer of the Bonds (the
"Registration Books"), and the City hereby appoints the Paying Agent/Registrar
as its registrar and transfer agent to keep such books or records and make such
transfers and registrations under such reasonable regulations as the City and
Paying Agent/Registrar may prescribe; and the Paying Agent/ Registrar shall make
such transfers and registrations as herein provided. The City Manager or the
designee thereof is hereby authorized to execute a "Paying Agent/Registrar
Agreement" in such form as is approved by the City Attorney. It shall be the
duty of the Paying Agent/ Registrar to obtain from the registered owner and
record in the Registration Books the address of such registered owner of each
bond to which payments with respect to the Bonds shall be mailed, as herein
provided. The City or its designee shall have the right to inspect the
Registration Books during regular business hours of the Paying Agent/Registrar,
but otherwise the Paying Agent/Registrar shall keep the Registration Books
confidential and, unless otherwise required by law, shall not permit their
inspection by any other entity.
Registration of each Bond may be transferred in the Registration Books only upon
presentation and surrender of such bond to the Paying Agent/Registrar for
transfer of registration and cancellation, together with proper written
instruments of assignment, in form and with guarantee of signatures satisfactory
to the Paying Agent/ Registrar, evidencing the assignment of such bond, or any
portion thereof in any integral multiple of $5,000 denomination to the assignee
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or assignees thereof, and the right of such assignee or assignees to have such
bond or any such portion thereof registered in the name of such assignee or
assignees. Upon the assignment and transfer of any Bond or any portion thereof,
a new substitute bond or bonds shall be issued in exchange therefor in the manner
herein provided.
(b) The entity in whose name any Bond shall be registered in the
Registration Books at any time shall be treated as the absolute owner thereof for
all purposes of this Ordinance, whether or not such bond shall be overdue, and
the City and the Paying Agent/Registrar shall not be affected by any notice to
the contrary; and payment of, or on account of, the principal of, premium, if
any, and interest on any such bond shall be made only to such registered owner.
All such payments shall be valid and effectual to satisfy and discharge the
liability upon such bond to the extent of the sum or sums so paid.
(c) The City hereby further appoints the Paying Agents Registrar to act as
the paying agent for paying the principal of and interest on the Bonds, and to
act as its agent to exchange or replace Bonds, all as provided in this Ordinance.
The Paying Agent/Registrar shall keep proper records of all payments made by the
City and the Paying Agent/ Registrar with respect to the Bonds, and of all
exchanges of such bonds, and all replacements of such bonds, as provided in this
Ordinance.
(d) Each Bond may be exchanged for fully registered bonds in the manner set
forth herein. Each bond issued and delivered pursuant to this Ordinance, to the
extent of the unredeemed principal amount thereof, may, upon surrender of such
bond at the principal corporate trust office of the Paying Agent/Registrar,
together with a written request therefor duly executed by the registered owner
or the assignee or assignees thereof, or its or their duly authorized attorneys
or representatives, with guarantee of signatures satisfactory to the Paying
Agent/Registrar, at the option of the registered owner or such assignee or
assignees, as appropriate, be exchanged for fully registered bonds, without
interest coupons, in the form prescribed in the FORM OF BOND set forth in this
Ordinance, in the denomination of $5,000, or any integral multiple thereof
(subject to the requirement hereinafter stated that each substitute bond shall
have a single stated maturity date), as requested in writing by such registered
owner or such assignee or assignees, in an aggregate principal amount equal to
the unredeemed principal amount of any Bond or Bonds so surrendered, and payable
to the appropriate registered owner, assignee, or assignees, as the case may be.
If a portion of any Bond shall be redeemed prior to its scheduled maturity as
provided herein, a substitute bond or bonds having the same maturity date,
bearing interest at the same rate, in the denomination or denominations of any
integral multiple of $5,000 at the request of the registered owner, and in an
aggregate principal amount equal to the unredeemed portion thereof, will be
issued to the registered owner upon surrender thereof for cancellation. If any
Bond or portion thereof is assigned and transferred, each bond issued in exchange
there for shall have the same maturity date and bear interest at the same rate
as the bond for which it is being exchanged. Each substitute bond shall bear a
letter and/or number to distinguish it from each other bond. The Paying
Agent/Registrar shall exchange or replace Bonds as provided herein, and each
fully registered bond or bonds delivered in exchange for or replacement of any
Bond or portion thereof as permitted or required by any provision of this
Ordinance shall constitute one of the Bonds for all purposes of this Ordinance,
and may again be exchanged or replaced. It is specifically provided, however,
that any Bond delivered in exchange for or replacement of another Bond prior to
the first scheduled interest payment date on the Bonds (as stated on the face
thereof) shall be dated the same date as such Bond, but each substitute bond so
delivered on or after such first scheduled interest payment date shall be dated
as of the interest payment date preceding the date on which such substitute bond
is delivered, unless such substitute bond is delivered on an interest payment
date, in which case it shall be dated as of such date of delivery; provided,
however, that if at the time of delivery of any substitute bond the interest on
the Bond for which it is being exchanged has not been paid, then such substitute
bond shall be dated as of the date to which such interest has been paid in full.
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On each substitute bond issued in exchange for or replacement of any Bond or
Bonds issued under this Ordinance there shall be printed thereon a Paying
Agent/Registrar's Authentication Certificate, in the form hereinafter set forth.
An authorized representative of the Paying Agent/Registrar shall, before the
delivery of any such substitute bond, date such substitute bond in the manner set
forth above, and manually sign and date such Certificate, and no such substitute
bond shall be deemed to be issued or outstanding unless such Certificate is so
executed. The Paying Agent/Registrar promptly shall cancel all Bonds surrendered
for exchange or replacement. No additional ordinances, orders, or resolutions
need be passed or adopted by the City Council or any other body or person so as
to accomplish the foregoing exchange or replacement of any Bond or portion
thereof, and the Paying Agent/Registrar shall provide for the printing,
execution, and delivery of the substitute bonds in the manner prescribed herein,
and said bonds shall be of type composition printed on paper with lithographed
or steel engraved borders of customary weight and strength. Pursuant to Article
717k-6, V.A.T.C.S., and particularly Section 6 thereof, the duty of exchange or
replacement of any Bonds as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of said Paying Agent/Registrar's
Authentication Certificate, the exchanged or replaced bond shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the
Bonds which originally were delivered pursuant to this Ordinance, approved by the
Attorney General, and registered by the Comptroller of Public Accounts. Neither
the City nor the Paying Agent/Registrar shall be required (1) to issue, transfer,
or exchange any Bond during a period beginning at the opening of business 30 days
before the day of the first mailing of a notice of redemption of Bonds and ending
at the close of business on the day of such mailing, or (2) to transfer or
exchange any Bond so selected for redemption in whole when such redemption is
scheduled to occur within 30 calendar days.
(e) All Bonds issued in exchange or replacement of any other Bond or portion
thereof, (i) shall be issued in fully registered form, without interest coupons,
with the principal of and interest on such Bonds to be payable only to the
registered owners thereof, (ii) may be redeemed prior to their scheduled
maturities, (iii) may be transferred and assigned, (iv) may be exchanged for
other Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed,
and (vii) the principal of and interest on the Bonds shall be payable, all as
provided, and in the manner required or indicated, in the FORM OF BOND set forth
in this Ordinance.
(f) The City shall pay all of the Paying Agent/Registrar's reasonable and
customary fees and charges for making transfers and exchanges of Bonds, but the
registered owner of any Bond requesting such transfer shall pay any taxes or
other governmental charges required to be paid with respect thereto. In
addition, the City hereby covenants with the registered owners of the Bonds that
it will (i) pay the reasonable and standard or customary fees and charges of the
Paying Agent/ Registrar for its services with respect to the payment of the
principal of and interest on the Bonds, when due, and (ii) pay the fees and
charges of the Paying Agent/Registrar for services with respect to the transfer
or registration of Bonds solely to the extent above provided, and with respect
to the exchange of Bonds solely to the extent above provided.
(g) The City covenants with the registered owners of the Bonds that at all
times while the Bonds are outstanding the City will provide a competent and
legally qualified bank, trust company, financial institution, or other agency to
act as and perform the services of Paying Agent/Registrar for the Bonds under
this Ordinance, and that the Paying Agent/ Registrar will be one entity. The
City reserves the right to, and may, at its option, change the Paying
Agent/Registrar upon not less than 60 days written notice to the Paying Agent/
Registrar. 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 City covenants that promptly it
will appoint a competent and legally qualified national or state banking
institution which shall be a corporation organized and doing business under the
laws of the United States of America or of any state, authorized under such laws
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to exercise trust powers, subject to supervision or examination by federal or
state authority, and whose qualifications substantially are similar to the
previous Paying Agent/Registrar to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying
Agent/ Registrar promptly shall transfer and deliver the registration books (or
a copy thereof) , along with all other pertinent books and records relating to the
Bonds, to the new Paying Agent/Registrar designated and appointed by the City.
Upon any change in the Paying Agent/Registrar, the City promptly will cause a
written notice thereof to be sent by the new Paying Agent/Registrar to each
registered owner of the Bonds, by United States Mail, 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.
6. The form of all Bonds, including the form of the Comptroller's
Registration Certificate to accompany the Bonds on the initial delivery thereof,
the form of Paying Agent/ Registrar's Authentication Certificate, and the Form
of Assignment to be printed on each of the Bonds, shall be, respectively,
substantially as follows, with such appropriate variations, omissions, or
insertions as are permitted or required by this Ordinance:
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FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF NUECES
CITY OF CORPUS CHRISTI, TEXAS
GENERAL IMPROVEMENT REFUNDING BOND
SERIES 1993
NO. R- $
MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSIP
1, 1993
7
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF CORPUS CHRISTI, TEXAS (the
"Issuer"), hereby promises to pay to or to the
registered assignee hereof (either being hereinafter called the "registered
owner") the principal amount of
and to pay interest thereon, from the original issue date of this Bond specified
above, to the date of its scheduled maturity or the date of its redemption prior
to scheduled maturity, at the rate of interest per annum specified above, with
said interest being payable on September 1, 1993, and semiannually on each March
1 and September 1 thereafter, except that if the Paying Agent/Registrar's
Authentication Certificate appearing on the face of this Bond is dated later than
September 1, 1993, such interest is payable semi-annually on each March 1 and
September 1 following such date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The
principal of this Bond shall be paid to the registered owner hereof upon
presentation and surrender of this Bond at maturity or upon the date fixed for
its redemption prior to maturity, at the principal corporate trust office of
(the "Paying Agent/Registrar"), in Texas.
The payment of interest on this Bond shall be made by the Paying Agent/Registrar
to the registered owner hereof as shown by the Registration Books kept by the
Paying Agent/Registrar at the close of business on the 15th day of the month next
preceding such interest payment date by check drawn by the Paying Agent/Registrar
on, and payable solely from, funds of the Issuer required to be on deposit with
the Paying Agent/Registrar for such purpose as hereinafter provided; and such
check 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 appears on the Registration Books
kept by the Paying Agent/Registrar, as hereinafter described, or by such other
method, acceptable to the Paying Agent/Registrar, requested by, and at the risk
and expense of, the registered owner. The Issuer covenants with the registered
owner of this Bond that no later than each principal payment and/or interest
payment date for this Bond it will make available to the Paying Agent/Registrar
from the Interest and Sinking Fund as defined by the ordinance authorizing the
Bonds (the "Ordinance") the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Bonds, when
due.
THE TERMS AND PROVISIONS of this Bond are continued on the reverse side
hereof and shall for all purposes have the same effect as though fully set forth
at this place.
*IF THE DATE for the payment of the principal of or interest on this Bond
shall be a Saturday, Sunday, a legal holiday, or a day on which banking
institutions in the city where the Paying Agent/Registrar is located are
authorized by law or executive order to close, then the date for such payment
shall be the next succeeding day which is not such a Saturday, Sunday, legal
\ord\93003. skp
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holiday, or day on which banking institutions are authorized to close; and
payment on such date shall have the same force and effect as if made on the
original date payment was due.
*THIS BOND is one of a Series of Bonds (the "Bonds") , dated as of the
Original Issue Date specified above, authorized in accordance with the
Constitution and laws of the State of Texas, aggregating in principal amount
$22,520,000, for the purpose of refunding certain of the outstanding obligations
of the City, secured by a pledge of ad valorem taxes, defined in the Ordinance
as the "Refunded Obligations".
*ON MARCH 1, 2003, or on any interest payment date thereafter, the Bonds of
this Series maturing on and after MARCH 1, 2004, may be redeemed prior to their
scheduled maturities, at the option of the Issuer, with funds derived from any
available and lawful source, as a whole, or in part (provided that a portion of
a Bond may be redeemed only in an integral multiple of $5,000), at par and
accrued interest to the date fixed for redemption. The years of maturity of the
Bonds called for redemption at the option of the Issuer prior to stated maturity
shall be selected by the Issuer. The Bonds or portions thereof redeemed within
a maturity shall be selected at random and by lot by the Paying Agent/Registrar.
*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
Bond or a portion thereof being called for redemption by depositing such notice
in the United States mail, first-class postage prepaid, addressed to each such
registered owner at his address shown on the Registration Books of the Paying
Agent/Registrar and (b) notice 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 notices of municipal bonds called for
redemption, provided, however, that the failure to send, mail, or receive such
notice 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 Bond, and the 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 Bonds. 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
Bond 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 Bond,
or the portion hereof which is to be so redeemed, thereby automatically shall be
redeemed prior to its scheduled 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 Bond
or any portion hereof. If a portion of any Bond shall be redeemed a substitute
Bond or Bonds having the same maturity date, bearing interest at the same rate,
in any denomination or denominations in any integral multiple of $5,000, at the
written request of the registered owner, and in aggregate principal amount equal
to the unredeemed 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 Ordinance.
*ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds,
without interest coupons, in the denomination of any integral multiple of $5,000.
As provided in the Ordinance, this Bond, or any unredeemed portion hereof, may,
at the request of the registered owner or the assignee or assignees hereof, be
assigned, transferred, and exchanged for a like aggregate principal amount of
fully registered bonds, without interest coupons, payable to the appropriate
registered owner, assignee, or assignees, as the case may be, having the same
maturity date, and bearing interest at the same rate, in any denomination or
\ord\93003. skp
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denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee, or assignees, as the case may be, upon
surrender of this Bond to the Paying Agent/Registrar for cancellation, all in
accordance with the form and procedures set forth in the Ordinance. Among other
requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar, together with proper instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/ Registrar, evidencing assignment of this Bond or any portion or portions
hereof in any integral multiple of $5,000 to the assignee or assignees in whose
name or names this Bond or any such portion or portions hereof is or are to be
transferred and registered. The form of Assignment printed or endorsed on this
Bond may be executed by the registered owner to evidence the assignment hereof,
but such method is not exclusive, and other instruments of assignment
satisfactory to the Paying Agent/Registrar may be used to evidence the assignment
of this Bond or any portion or portions hereof from time to time by the
registered owner. The Issuer shall pay the Paying Agent/Registrar's reasonable
standard or customary fees and charges for transferring and exchanging any Bond
or portion thereof. In any circumstance, any taxes or governmental charges
required to be paid with respect thereto shall be paid by the one requesting such
assignment, transfer, or exchange as a condition precedent to the exercise of
such privilege. In any circumstance, neither the Issuer nor the Paying Agent/
Registrar shall be required (1) to make any transfer 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 bonds and ending at the close of business on the day
of such mailing, or (2) to transfer or exchange any bonds so selected for
redemption when such redemption is scheduled to occur within 30 calendar days.
*IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the
Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted
in the Ordinance that it promptly will appoint a competent and legally qualified
substitute therefor, and promptly will cause written notice thereof to be mailed
to the registered owners of the Bonds.
*BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound
by such terms and provisions, acknowledges that the Ordinance is duly recorded
and available for inspection in the official minutes and records of the governing
body of the Issuer, and agrees that the terms and provisions of this Bond and the
Ordinance constitute a contract between each registered owner hereof and the
Issuer.
*IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the
series of which it is a part, is duly authorized, issued and. delivered in
accordance with the Constitution and laws of the State of Texas; that all acts,
conditions and things required to be done precedent to and in the issuance of
this series of bonds, and of this Bond, have been properly done and performed and
have happened in regular and due time, form and manner as required by law; and
that ad valorem taxes, upon all taxable property in said City, necessary to pay
the interest on and principal of this bond, and the series of which it is a part,
as such interest comes due, and such principal matures, have been pledged for
such purpose, within the limit prescribed by law.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the Mayor of the City, attested by the manual or facsimile signature
of the City secretary, and the official seal of the Issuer has been duly affixed
to, impressed or placed in facsimile, on this Bond.
ATTEST:
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T
MAYO
CIT CORPUS CHRISTI, TEXAS
10
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 Bond; and that this Bond has been
issued in conversion of and exchange for or replacement of a bond, bonds, or a
portion of a bond or bonds 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:
Paying Agent/Registrar
By
Authorized Representative
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11
FORM OF ASSIGNMENT:
ASSIGNMENT
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 Bond and all rights thereunder, and hereby irrevocably constitutes and
appoints
attorney to
registration
Dated:
register
thereof,
the transfer of the within Bond on the books kept for
with full power of substitution in the premises.
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by a member firm of
the New York Stock Exchange or
a commercial bank or company.
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NOTICE: The signature above
must correspond with the name
of the Registered Owner as it
appears upon the front of this
Bond in every particular, with-
out alteration or enlargement
or any change whatsoever.
12
(FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE BONDS UPON INITIAL DELIVERY THEREOF)
OFFICE OF COMPTROLLER:
STATE OF TEXAS:
REGISTER NO.
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 effect that this
Bond has been examined 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 same,
and said Bond has this day been registered by me.
WITNESS MY HAND and seal of office at Austin, Texas this
Comptroller of Public Accounts of
the State of Texas
(SEAL)
NOTE TO PRINTER:
*Qe to be on reverse side of bond
**Q not to be on bond
7. (a) That a special fund or account, to be designated the "City of Corpus
Christi, Texas Interest and Sinking Fund" is hereby created and shall be
established and maintained by said City at its official depository. 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
principal of the Bonds. Any accrued interest derived for the sale of the Bonds
shall be deposited to the credit of said Interest and Sinking Fund. All taxes
levied and collected for and on account of the Bonds shall be deposited, as
collected, to the credit of said Interest and Sinking Fund. During each year
while any of the Bonds are outstanding and unpaid, the City Council 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 costs of tax collections, which will be sufficient to raise and
produce the money required to pay the interest on the Bonds as such interest
comes due, and to provide a sinking fund to pay the principal of the Bonds as
such principal matures, but never less than 2% of the original principal amount
of the Bonds as a sinking fund each year. Said rate and amount of ad valorem tax
is hereby ordered to be levied and is hereby levied against all taxable property
in said City for each year while any of the Bonds 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 the Bonds, as such interest
comes due, and such principal matures, are hereby pledged for such purpose,
within the limit prescribed by law.
(b) In addition, the City shall transfer from its General Fund to the
Interest and Sinking Fund such amounts as may be necessary to enable the City to
make the first scheduled payment of interest on the Bonds.
8. (a) That any Bond and the interest thereon shall be deemed to be paid,
retired, and no longer outstanding (a "Defeased Bond") within the meaning of this
Ordinance, except to the extent provided in subsection (d) of this Section 8,
when payment of the principal of such Bond, plus interest thereon to the due date
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13
(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 State 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, wihtout reinvestment,
or sufficient money to provide for such payment, and when proper arrangements
have been made by the City with the Paying Agent/Registrar for the payment of its
services until all Defeased Bonds shall have become due and payable. At such
time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid,
such Bond 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 interest shall be payable solely from such money or Government Obligations.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the
written direction of the City also be invested 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 Bonds 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 8, 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 Treasury obligations such as its
State and Local Government Series, which may be in book -entry form.
(d) Until all Defeased Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such
Defeased Bonds 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.
9. (a) In the event any outstanding Bond is damaged, mutilated, lost,
stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed, and delivered, a new bond of the same principal amount, maturity, and
interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in
replacement for such Bond in the manner hereinafter provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or
destroyed Bonds shall be made to the Paying Agent/Registrar. In every case of
loss, theft, or destruction of a Bond, the applicant for a replacement bond 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 respect thereto. Also, in every case of loss, theft, or destruction of a
Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar
evidence to their satisfaction of the loss, theft, or destruction of such Bond,
as the case may be. In every case of damage or mutilation of a Bond, the
applicant shall surrender to the Paying Agent/Registrar for cancellation the Bond
so damaged or mutilated.
(c) notwithstanding the foregoing provisions of this section, in the event
any such Bond 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 the Bond, the City may authorize the payment of the same (without
surrender thereof except in the case of a damaged or mutilated Bond) instead of
issuing a replacement Bond, provided security or indemnity is furnished as above
provided in this section.
(d) Prior to the issuance of any replacement bond, the Paying
Agent/Registrar shall charge the owner of such Bond with all legal, printing, and
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14
other expenses in connection therewith. Every replacement bond issued pursuant
to the provisions of this Section by virtue of the fact that any Bond is lost,
stolen, or destroyed shall constitute a contractual obligation of the City
whether or not the lost, stolen, or destroyed Bond shall be found at any time,
or be enforceable by anyone, and shall be entitled to all the benefits of this
Ordinance equally and proportionately with any and all other Bonds duly issued
under this Ordinance.
(e) In accordance with Section 6 of Vernon's Ann. Tex. Civ. St. Art.
717k-6, this Section of this Ordinance shall constitute authority for the
issuance of any such replacement bond without necessity of further action by the
governing body of the City or any other body or person, and the duty of the
replacement of such bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, subject to the conditions imposed by this Section 9, and the
Paying Agent/Registrar shall authenticate and deliver such bonds in the form and
manner and with the effect, as provided in Section 5(d) of this Ordinance for
Bonds issued in exchange for other Bonds.
10. That the Mayor of the City is hereby authorized to have control of the
Bonds and all necessary records and proceedings pertaining to the Bonds pending
their delivery and their investigation, examination and approval by the Attorney
General of the State of Texas, and their registration by the Comptroller of
Public Accounts of the State of Texas. Upon registration of the Bonds, said
Comptroller of Public Accounts (or a deputy designated in writing to act for said
Comptroller) shall manually sign the Comptroller's Registration Certificate
accompanying the Bonds, and the seal of said Comptroller shall be impressed, or
placed in facsimile, on each such certificate.
11. (a) That the Bonds are hereby Bold and shall be delivered to the
"Underwriters" listed in the Purchase Contract of even date herewith, for such
purchase price as set forth in, and pursuant to the terms and provisions of, said
Purchase Contract.
(b) That the City Manager of the City is hereby authorized and directed to
execute and deliver and the City Secretary of the City is hereby authorized and
directed to attest said Purchase Contract, and all appropriate officials of the
City are authorized to take such additional and further actions as shall be
contemplated in or required by said Purchase Contract in order to consummate the
issuance and delivery of the Bonds. It is hereby officially found, determined,
and declared that the terms of this sale are the most advantageous reasonably
obtainable. The Bonds shall initially be registered in the name of Texas
Commerce Bank National Association or its designee.
(c) That the Official Statement dated January 19, 1993, prepared in
connection with the sale of the Bonds, is hereby accepted, approved and
authorized to be delivered in executed form to the Underwriters. The use of the
"Preliminary Official Statement" prepared in connection with the sale of the
Bonds is hereby ratified.
(d) That the City Manager is hereby authorized and directed to execute such
documents as are necessary to obtain a Municipal Bond New Issue Insurance Policy
from Financial Guaranty Insurance Company relating to the Bonds. In connection
with obtaining said Policy, the City hereby approves the printing of a legend,
supplied by said Company, on each of the Bonds, relating to the terms and
conditions of said Policy.
12. That the City Manager of the City is hereby authorized and directed to
execute, the City Secretary is authorized to attest, and the City Attorney is
authorized to approve as to form, on behalf of the City, the Escrow Agreement
covering the use of the moneys to be deposited with the "Escrow Agent" therein
named for the benefit of the holders of the Refunded Obligations, the form of the
Escrow Agreement being in substantially the form attached to this Ordinance.
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i
15
13. That the following of the Refunded Obligations are hereby called for
redemption prior to their scheduled maturities, at the price of par plus accrued
interest to the date fixed for redemption:
Series 1987 Bonds; Redemption Date: November 1, 1997
Series 1988 Certificates; Redemption Date: March 1, 1998
Series 1989 Bonds; Redemption Date: March 1, 1999
Series 1989 Certificates; Redemption Date: March 1, 1999
Series 1990 Bonds; Redemption Date: March 1, 2000
The City Secretary or Assistant City Secretary is hereby directed to coordinate
with the paying agent for such series of Refunded Obligations so called for
redemption to determine which bonds within said maturities are to be called for
redemption, and to give notice of such redemption, in accordance with the
applicable terms of the ordinance that authorized such Refunded Obligations.
14. That it is specifically found and determined by the City that it is
advisable to refund the Refunded Obligations in order to produce present value
savings of $640,102 and an absolute savings of $643,360 as a result of the
refunding.
15. The City covenants to take any action to assure, or refrain from any
action which would adversely affect, the treatment of the Bonds as obligations
described in section 103 of the Internal Revenue Code of 1986, as amended (the
"Code"), the interest on which is not includable in the "gross income" of the
holder for purposes of federal income taxation. In furtherance thereof, the City
covenants as follows:
(a) to take any action to assure that no more than 10 percent of the
proceeds of the Bonds or the projects financed therewith (less amounts deposited
to a reserve fund, if any) are used for any "private business use," as defined
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 Bonds, 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 subsection (a) hereof exceeds 5 percent of the
proceeds of the Bonds or the projects financed therewith (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 governmental use;
(c) to take any action to assure that no amount which is greater than the
lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (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
Bonds being 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 Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds,
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 Bonds,
other than investment property acquired with --
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16
(1) proceeds of the Bonds invested for a reasonable temporary period of 3
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 bonds
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 required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds
of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts
treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not
otherwise contravene the requirements of section 148 of the Code (relating to
arbitrage) and, to the extent 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 Bonds) 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 Bonds 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 Bonds.
For purposes of the foregoing, the City understands that in the case of a
refunding bond, the term proceeds includes transferred proceeds and, for purposes
of (a) and (b), proceeds of the refunded bonds expended prior to the date of
issuance of the Bonds. It is the understanding of the City that the covenants
contained 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
Bonds, the City will not be 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 interest on the Bonds 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 Bonds, the City agrees to
comply with the additional requirements to the extent necessary, in the opinion
of nationally -recognized bond counsel, to preserve the exemption from federal
income taxation of interest on the Bonds under section 103 of the Code. In
furtherance of such intention, the City hereby authorizes and directs the Mayor,
the City Manager and the Director of Finance to execute any documents,
certificates or reports required by the Code, and to make such elections on
behalf of the City which may be permitted by the Code as are consistent with the
purpose for the issuance of the Bonds.
In order to facilitate compliance with the above covenants (g), (h), and
(i), a "Rebate Fund" is hereby established by the City for the sole benefit of
the United States of America, and such Fund shall not be subject to the claim of
any other person, including without limitation the bondholders. The Rebate Fund
is established for the additional purpose of compliance with section 148 of the
Code.
16. The proceeds resulting from the sale of the Bonds shall be disbursed
in accordance with the terms of an instruction letter to be executed by the Mayor
or the City Manager.
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17
17. The findings and preambles set forth in this Ordinance are hereby
incorporated into this Ordinance and made a part hereof for all purposes.
18. That all ordinances and resolutions or parts thereof in conflict
herewith are hereby repealed.
19. That this Ordinance shall take effect and be in full force and effect
from and after the date of its passage, and it is so ordained.
20. It is hereby officially found and determined that the meeting at which
this Ordinance was passed was open to the public, and public notice of the time,
place and purpose of said meeting was given, all as required by Article 6252-17,
Vernon's Annotated Texas Civil Statutes, as amended.
21. That on request of the Mayor to find and declare an emergency due to
the immediate need for the efficient and effective administration of City affairs
by authorizing the issuance of the above-mentioned Bonds, such finding of an
emergency is hereby specifically made and declared, requiring suspension of the
Charter rule as to consideration and voting upon ordinances or resolutions at
three regular meetings so that this Ordinance be passed and take effect upon
first reading.
ATTEST:
City Secretary
MAYOR
THE CITY OF CORPUS CHRISTI, TEXAS
APPROVED: 15 DAY OF 31au 1 , 19 9 3
Jr., CityjlAttorney
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EXHIBIT "A"
City of Corpus Christi, Texas General Improvement and
Refunding Bonds, Series 1987, dated December 1, 1987,
bonds maturing on November 1, 1999 in the aggregate
principal amount of $1,105,000 (the "Series 1987
Bonds");
City of Corpus Christi, Texas Combination Tax and Tax
Increment Revenue Certificates of Obligation, Series
1988, dated September 15, 1988, all certificates maturing
on March 1 in each of the years 1999 through 2004,
inclusive, aggregating $5,615,000 in principal amount
(the "Series 1988 Certificates");
City of Corpus Christi, Texas General Improvement Bonds,
Series 1989, dated January 15, 1989, all bonds maturing
on March 1 in each of the years 2001 through 2009,
inclusive, aggregating $9,950,000 in principal amount
(the "Series 1989 Bonds");
City of Corpus Christi, Texas Combination Tax and Revenue
Certificates of Obligation, Series 1989, dated
December 1, 1989, all certificates maturing on March 1,
in each of the years 2002 through 2009, inclusive,
aggregating $870,000 in principal amount (the "Series
1989 Certificates"); and
City of Corpus Christi, Texas General Improvement Bonds,
Series 1990, dated March 1, 1990, all bonds maturing on
March 1 in each of the years 2002 through 2010,
inclusive, aggregating $2,720,000 in principal amount
(the "Series 1990 Bonds").
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—orpus Christi, Texas
day of ,19
TO THE MEMBERS OF THE CITY COUNCIL
Corpus Christi, Texas
For the reasons set forth in the emergency clause of the foregoing ordinance an emergency
exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at
three regular meetings; I/we, therefore, request that you suspend said Charter rule and pass this
ordinance finally on the date it is introduced, or at the present meeting of the City Council.
Respectfully, Respectfully,
Council Members
tie\ -)0c, R
THE OF CORPUS CHRISTI
The above ordinance was passed by the following vote:
Mary Rhodes
Cezar Galindo
Leo Guerrero
Betty Jean Longoria
Edward A. Martin
Joe McComb
Dr. David McNichols
Clif Moss
Mary Pat Slavik
045
021552
■ r