HomeMy WebLinkAbout021817 ORD - 12/14/1993ORDINANCE NO. snaixi 7
ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS, PROVIDING FOR THE ISSUANCE OF $1,200,000 CITY
OF CORPUS CHRISTI, TEXAS, COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION, SERIES 1993; AND ORDAINING OTHER
MATTERS RELATING TO THE SUBJECT
WHEREAS, on the 23rd day of November, 1993, the City Council of said City passed
a resolution authorizing and directing notice of its intention to issue the Certificates of Obligation
herein authorized to be issued, to bp published in a newspaper as required by Section 271.049
of the Texas Local Government Code; and
WHEREAS, said notice was published on November 25, 1993 and December 1, 1993
in the Corpus Christi Caller -Times, a "newspaper" as defined in Article 28a, V.A.T.C.S., as
amended, as required by 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 with the City; 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 OBLIGATION. 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 1993", are hereby authorized to be issued and delivered in the principal
amount of $1,200,000 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 marina, and the
payment of the engineering, legal and fiscal services related thereto.
Section 2. DATE, DENOMINATIONS, NUMBERS AND MATURITIES. That said
Certificates of Obligation shall initially be issued, sold and delivered hereunder as fully registered
certificates, without interest coupons, dated December 1, 1993, in the respective denominations
and principal amounts hereinafter stated, numbered consecutively from R-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 June 1 and
December 1 in the years and amounts as set forth below, to -wit:
021817
DATE
06/01/94
12/01/94
06/01/95
12/01/95
06/01/96
12/01/96
06/01/97
12/01/97
06/01/98
12/01/98
06/01/99
12/01/99
06/01/00
12/01/00
06/01/01
PRINCIPAL
AMOUNT
$30,000
30,000
30,000
30,000
30,000
30,000
30,000
30,000
30,000
30,000
30,000
40,000
40,000
40,000
40,000
DATE
12/01/01
06/01/02
12/01/02
06/01/03
12/01/03
06/01/04
12/01/04
06/01/05
12/01/05
06/01/06
12/01/06
06/01/07
12/01/07
06/01/08
12/01/08
PRINCIPAL
AMOUNT
$40,000
40,000
40,000
40,000
40,000
50,000
50,000
50,000
50,000
50,000
50,000
50;000
50,000
60,000
50,000
The term "Certificates" as used in this Ordinance shall mean and include collectively the
Certificates of Obligation initially issued and delivered pursuant to this Ordinance and all
substitute Certificates of Obligation exchanged therefor, as well as all other substitute
Certificates of Obligation and replacement Certificates of Obligation issued pursuant hereto,
and the term "Certificate" shall mean any of the Certificates.
Section 3. REDEMPTION. (a) That the City reserves the right to redeem the
Certificates maturing on or after June 1, 2002, in whole or in part, on December 1, 2001,
or any interest payment date thereafter, at the redemption prices (expressed as a percentage
of the principal amount of such Certificates to be redeemed) set forth below, together with
accrued interest thereon to the redemption date:
Redemption Dates Redemption Prices
December 1, 2001 and
December 1, 2002 and
December 1, 2003 and
December 1, 2004 and
December 1, 2005 and
December 1, 2006 and
December 1, 2007 and
June 1, 2002
June 1, 2003
June 1, 2004
June 1, 2005
June 1, 2006
June 1, 2007
thereafter
103%
102.5%
102%
101.5%
101%
100.5%
100%
The years of maturity of the Certificates called for redemption at the option of the City prior
to said maturity shall be selected by the City. The Certificates or portions thereof redeemed
within a maturity shall be selected at random and by lot by the Paying Agent/Registrar.
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(b) At least forty-five (45) 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
Certificate 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 and (ii) notice of such redemption shall be published
one (1) time in a financial journal or publication of general circulation in either the State
of Texas or the City of New York, New York 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 Certificate, 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 Certificates. 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 Certificates 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 Certificates, 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 Certificates or any portion
thereof. If a portion of any Certificate shall be redeemed a substitute Certificate or
Certificates having the same maturity date, bearing interest at the same rate, in any
denomination or denominations in any integral 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.
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 or redemption prior to maturity at the rate of 5.50% per annum. 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. (a) The City shall
keep or cause to be kept at the corporate trust office of NationsBank of Texas, N.A. (the
"Paying Agent/Registrar"), in Corpus Christi, Texas (the "Designated Trust Office"), 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 Certificates (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
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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 certificate to which payments with respect to the Certificates 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
Certificate may be transferred in the Registration Books only upon presentation and
surrender of such certificate 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 certificate, or any portion thereof in any integral multiple of $5,000 denomination
to the assignee or assignees thereof, and the right of such assignee or assignees to have such
certificate or any such portion thereof registered in the name of such assignee or assignees.
Upon the assignment and transfer of any Certificate or any portion thereof, a new substitute
certificate or certificates shall be issued in exchange therefor in the manner herein provided.
(b) The entity in whose name any Certificate 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 certificate 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 certificate shall be
made only to such registered owner. All such payments shall be valid and effectual to satisfy
and discharge the liability upon such certificate to the extent of the sum or sums so paid.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the paying
agent for paying the principal of and interest on the Certificates, and to act as its agent to
exchange or replace Certificates, all as provided in this Ordinance. The Paying Agent/Regis-
trar shall keep proper records of all payments made by the City and the Paying
Agent/Registrar with respect to the Certificates, and of all exchanges of such certificates, and
all replacements of such certificates, as provided in this Ordinance.
(d) Each Certificate may be exchanged for fully registered certificates in the manner
set forth herein. Each certificate issued and delivered pursuant to this Ordinance, to the
extent of the unredeemed principal amount thereof, may, upon surrender of such certificate
at the Designated 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 certificates, without interest
coupons, in the form prescribed in the FORM OF CERTIFICATE 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 certificate shall have a single stated
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maturity date), as requested in writing by such registered owner or such assignee or assign-
ees, in an aggregate principal amount equal to the unredeemed principal amount of any
Certificate or Certificates so surrendered, and payable to the appropriate registered owner,
assignee, or assignees, as the case may be. If a portion of any Certificate shall be redeemed
prior to its scheduled maturity as provided herein, a substitute certificate or certificates
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 Certificate or portion
thereof is assigned and transferred, each certificate issued in exchange therefor shall have
the same maturity date and bear interest at the same rate as the certificate for which it is
being exchanged. Each substitute certificate shall bear a letter and/or number to distinguish
it from each other certificate. The Paying Agent/Registrar shall exchange or replace
Certificates as provided herein, and each fully registered certificate or certificates delivered
in exchange for or replacement of any Certificate or portion thereof as permitted or
required by any provision of this Ordinance shall constitute one of the Certificates for all
purposes of this Ordinance, and may again be exchanged or replaced. It is specifically
provided, however, that any Certificate delivered in exchange for or replacement of another
Certificate prior to the first scheduled interest payment date on the Certificates (as stated
on the face thereof) shall be dated the same date as such Certificate, but each substitute
certificate 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 certificate is de-
livered, unless such substitute certificate 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 certificate the interest on the Certificate for which it is being ex-
changed has not been paid, then such substitute certificate shall be dated as of the date to
which such interest has been paid in full. On each substitute certificate issued in exchange
for or replacement of any Certificate or Certificates 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 certificate, date such substitute certificate in the
manner set forth above, and manually sign and date such Authentication Certificate, and no
such substitute certificate shall be deemed to be issued or outstanding unless such
Authentication Certificate is so executed. The Paying Agent/Registrar promptly shall cancel
all Certificates 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 Certificate or portion
thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and
delivery of the substitute certificates in the manner prescribed herein, and said certificates
shall be of type composition printed on paper with lithographed or steel engraved borders
of customary weight and strength. Pursuant to Article 717k-6, V.A.T.C.S., and particularly
Section 6 thereof, the duty of exchange or replacement of any Certificates 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 certificate shall be
valid, incontestable, and enforceable in the same manner and with the same effect as the
Certificates which originally were delivered pursuant to this Ordinance, approved by the
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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
Certificate during a period beginning at the opening of business 30 days before the day of
the first mailing of a notice of redemption of Certificates and ending at the close of business
on the day of such mailing, or (2) to transfer or exchange any Certificate so selected for
redemption in whole when such redemption is scheduled to occur within 30 calendar days.
(e) All Certificates issued in exchange or replacement of any other Certificate or
portion thereof, (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 redeemed prior to their scheduled maturities, (iii) may be transferred
and assigned, (iv) may be exchanged for other Certificates, (v) shall have the characteristics,
(vi) shall be signed and sealed, and (vii) the principal of and interest on the Certificates
shall be payable, all as provided, and in the manner required or indicated, in the FORM OF
CERTIFICATE set forth in this Ordinance. Upon the delivery of the Certificates to the
initial purchaser named in Section 16 hereof, the Paying Agent/Registrar shall complete the
"Initial Date of Delivery" as it appears on the face of each of the Certificates.
(f) The City shall pay all of the Paying Agent/Registrar's reasonable and customary
fees and charges for making transfers and exchanges of Certificates, but the registered owner
of any Certificate 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 Certificates 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 Certificates, when due, and (ii) pay the fees
and charges of the Paying Agent/Registrar for services with respect to the transfer or
registration of Certificates solely to the extent above provided, and with respect to the
exchange of Certificates solely to the extent above provided.
(g) The City covenants with the registered owners of the Certificates that at all times
while the Certificates 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 Certificates 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 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 Certificates, to the new Paying Agent/Registrar designated and
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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 Certificates, 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.
Section 6. FORM OF CERTIFICATES. That the form of the Certificates, including
the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and
the form of Registration Certificate of the Comptroller of Public Accounts of the State of
Texas to be attached to the Certificates initially issued and delivered pursuant to this
Ordinance, shall be, respectively, substantially as follows, with such appropriate variations,
omissions, or insertions as are permitted or required by this Ordinance.
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FORM OF CERTIFICATE
NO. R- UNITED STATES OF AMERICA $
STATE OF TEXAS
COUNTY OF NUECES
CITY OF CORPUS CHRISTI, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION
SERIES 1993
MATURITY INTEREST INITIAL DATE
DATE RATE OF DELIVERY CUSIP
5.50%
ON THE MATURITY DATE specified above, THE CITY OF CORPUS CHRISTI,
TEXAS (the "Issuer"), being a political subdivision of the State of Texas, hereby promises
to pay to NationsBank of Texas, N.A., Corpus Christi, Texas (hereinafter called the
"registered owner") the principal amount of
DOLLARS
and to pay interest thereon from the Initial Date of Delivery specified above to the maturity
date hereof, or the date fixed for redemption prior to the maturity date hereof, at the
interest rate per annum specified above; interest shall be payable on June 1, 1994, and on
each December 1 and June 1 thereafter until maturity or redemption prior to maturity, ex-
cept that if this Certificate is required to be authenticated and the date of its authentication
is later than June 1, 1994, such interest is payable semiannually on each December 1 and
June 1 following such date.
*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 hereof upon presentation
and surrender of this Certificate at maturity, or upon the date fixed for its redemption prior
to maturity, at the corporate trust office of NationsBank of Texas, N.A. (the "Paying
Agent/Registrar"), in Corpus Christi, Texas (the "Designated Trust Office"). The payment
of interest on this Certificate 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 herein-
after 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
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Agent/Registrar, requested by, and at the risk and expense of, the registered owner. The
Issuer covenants with the registered owner of this Certificate that no later than each prin-
cipal payment and/or interest payment date for this Certificate it will make available to the
Paying Agent/Registrar from the Interest and Sinking Fund as defined by the ordinance
authorizing the Certificates (the "Certificate Ordinance") the amounts required to provide
for the payment, in immediately available funds, of all principal of and interest on the
Certificates, when due.
THE TERMS AND PROVISIONS of this Certificate 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 Certificate
shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city
where the Designated Trust Office of the Paying Agent/Registrar is located are authorized
by law or executive 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 Saturday, Sunday, legal holiday, or day on which banking institutions 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 original date payment was due:
*THIS CERTIFICATE is one of a Series of Certificates (the "Certificates") dated
December 1, 1993, authorized in accordance with the Constitution and laws of the State of
Texas in the principal amount of $1,200,000, 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
MARINA, AND THE PAYMENT OF THE ENGINEERING, LEGAL AND FISCAL
SERVICES RELATED THERETO.
*ON DECEMBER 1, 2001, or on any interest payment date thereafter, the
Certificates of this Series maturing on June 1, 2002 and thereafter 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 Certificate
may be redeemed only in an integral multiple of $5,000), at the redemption prices
(expressed as a percentage of the principal amount of such Certificates to be redeemed) set
forth below, together with accrued interest thereon to the redemption date:
Redemption Dates Redemption Prices
December 1, 2001 and
December 1, 2002 and
December 1, 2003 and
December 1, 2004 and
December 1, 2005 and
December 1, 2006 and
December 1, 2007 and
June 1, 2002
June 1, 2003
June 1, 2004
June 1, 2005
June 1, 2006
June 1, 2007
thereafter
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103%
102.5%
102%
101.5%
101%
100.5%
100%
The years of maturity of the Certificates called for redemption at the option of the Issuer
prior to stated maturity shall be selected by the Issuer. The Certificates 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 Certificate 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
certificates 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 Certificate, and the Certificate Ordinance provides that the publication of notice as
described in (b) above shall be the only notice actually required in connection with or as a
prerequisite to the redemption of any Certificates. By the date fixed for any such
redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for
the payment of the required redemption price for this Certificate 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 Certificate, 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 Certificate or any portion hereof. If a portion of any
Certificate shall be redeemed a substitute Certificate or Certificates having the same
maturity date, bearing interest at the same rate, in any denomination or denominations in
any integral 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 Certificate Ordinance.
*ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered
certificates, without interest coupons, in the denomination of any integral multiple of $5,000.
As provided in the Certificate Ordinance, this Certificate, 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
certificates, 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 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 Certificate to the Paying Agent/Registrar for cancellation,
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all in accordance with the form and procedures set forth in the Certificate Ordinance.
Among other requirements for such assignment and transfer, this Certificate 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 Certificate or any portion or portions hereof
in any integral multiple of $5,000 to the assignee or assignees in whose name or names this
Certificate or any such portion or portions hereof is or are to be transferred and registered.
The form of Assignment printed or endorsed on this Certificate 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 Certificate 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 Certificate 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 certificates and ending at the close of business
on the day of such mailing, or (2) to transfer or exchange any certificates so selected for
redemption when such redemption is scheduled to occur within 30 calendar days.
*IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the
Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Cert-
ificate 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 bound by such terms and provisions, acknowledges that the Certificate Ordinance is
duly recorded and available for inspection 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, issued, and delivered; that all acts, conditions, and things required
or proper to be performed, exist, and be done precedent 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 principal
matures, have been levied and ordered to be levied against all taxable property in said
Issuer, and have been pledged for such payment, within the limit prescribed by law; and that
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the revenues from the operation of the Issuer's Marina, after payment of all operation and
maintenance expenses thereof, and all other obligations now or hereafter payable therefrom,
have been pledged as additional security for the Certificates.
IN WITNESS WHEREOF, this Certificate 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 of the City, and has caused the official seal of the City has been duly
affixed to, impressed, or placed in facsimile, on this Certificate.
100000C )00000C
City Secretary, Mayor,
City of Corpus Christi, Texas City of Corpus Christi, Texas
(SEAL)
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FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Certificate of Obligation has been issued under the
provisions of the Certificate Ordinance described on the face of this Certificate of
Obligation; and that this Certificate of Obligation has been issued in exchange for or
replacement of a certificate of obligation, certificates of obligation, or a portion of a
certificate of obligation or certificates of obligation of an issue which originally was approved
by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas.
Dated
Paying Agent/Registrar
By
Authorized Representative
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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 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.
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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 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
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 Certificate 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 Certificate has this day been registered by me.
WITNESS MY HAND and seal of office at Austin, Texas this
Comptroller of Public Accounts of
(SEAL) the State of Texas
NOTE TO PRINTER:
*4s to be on reverse side of certificate
**4 not to be on certificate
Section 7. DEFINITIONS. That the terms "Certificates", "Certificates of Obligation"
shall mean the City of Corpus Christi, Texas, Combination Tax and Revenue Certificates of
Obligation, Series 1993 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. That a special fund or account, to
be designated the "City of Corpus Christi, Texas Series 1993 Certificate of Obligation In-
terest and Sinking Fund" is hereby created and shall be established and maintained by the
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 said Certificates. Any accrued interest derived 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 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 collec-
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tions, which will be sufficient to raise and produce the money required to pay the interest
on said Certificates as such interest comes due, and to provide a sinking fund to pay the
principal of said Certificates as such principal matures, but never less than 2% of the original
amount of said Certificates as a sinking fund each year. Said rate and amount of ad valorem
tax is hereby ordered to be levied against all taxable property in said City for each year while
any of said Certificates are outstanding and unpaid, and said ad valorem tax shall be as-
sessed 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 interest comes due and such principal matures, are hereby levied and
ordered to be levied and pledged for such payment, within the limit prescribed by law.
Furthermore, there is hereby appropriated from funds on deposit in the City's General Fund,
to the extent necessary, moneys to pay the debt service on said Certificates scheduled to be
payable on or before December 1, 1994.
Section 9. REVENUES. That the Certificates of Obligation are additionally secured
by and shall be payable from the revenues from the operation of the Issuer's Marina
remaining after payment of all maintenance and operation expenses thereof, and all other
obligations now or hereafter payable therefrom, constituting "Surplus Revenues". The
Surplus Revenues are pledged by the City pursuant to authority of Subchapter D of Chapter
271, Texas Local Government Code, and Section 1269j-4.1, Texas Revised Civil Statutes,
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. Notwithstanding the requirements of Section 8, if Surplus
Revenues are actually on deposit or budgeted for deposit in the Interest and Sinking Fund
in advance of the time when ad valorem taxes are scheduled to be levied for any year, then
the amount of taxes which otherwise would have been required to be levied pursuant to
Section 8 may be reduced to the extent and by the amount of the Surplus Revenues then
on deposit in the Interest and Sinking Fund or budgeted for deposit 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 the manner and to the fullest extent permitted or re-
quired 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
Certificate") 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 (il) 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)
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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 Certificate 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 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 Treasury obligations such as its State and Local Government Series,
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.
Section 13. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES. (a) Replacement Certificates. That in the event any outstanding
Certificate is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall
cause to be printed, executed, and delivered, a new certificate of the same principal amount,
maturity, 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 registered
owner thereof to the Paying Agent/Registrar. In every 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 respect thereto. Also,
in every case of loss, theft, or destruction of a Certificate, the registered owner shall furnish
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 damage or mutilation
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of a Certificate, the registered owner shall surrender to the Paying Agent/Registrar for can-
cellation the Certificate so damaged or mutilated.
(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 issuing a replacement certificate, provided
security or indemnity 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 expenses 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 destroyed shall constitute a contractual obligation of
the City whether or not the lost, stolen, or destroyed Certificate 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 Certificates duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Certificates. That in accordance with Section
6 of Vemon's Ann. Tex. Civ. St. Art. 717k-6, this Section of this Ordinance shall constitute
authority for the issuance of any such replacement certificate without necessity of further
action by the City or any other body or person, and the duty of the replacement of such
certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the
Paying Agent/Registrar shall authenticate and deliver such 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 thereof, 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 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
Certificates of Obligation, in contravention of Section 141(b)(2) of the Code;
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(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
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 governmental 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 Obligation
(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 being treated as "private activity certificates" 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 "federally guaranteed" within the meaning of section 149(b) of the
Code;
(f) to refrain from using any portion of the proceeds 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 investment property acquired with --
(1) proceeds of the Certificates of Obligation invested for a
reasonable temporary period of three years or less or, in the case of a
refunding certificate, 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 required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds 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 extent
applicable, Section 149(d) of the Code (relating to advance refundings);
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(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(0 of the Code and to pay to the United States of America,
not later than 60 days after the Certificates of Obligation have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under
Section 148(0 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 Obligation.
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
Certificates of Obligation, the City will not be required to comply with any covenant
contained herein to the extent that such failure to comply, in the opinion of nationally -rec-
ognized bond counsel, will not adversely affect the exemption from federal income taxation
of interest 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 -recognized bond
counsel, to preserve the exemption from federal income taxation of interest on the
Certificates of Obligation 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 Certificates of Obligation.
In order to facilitate compliance with the above covenants (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.
Section 15. CUSTODY, APPROVAL, AND REGISTRATION OF
CERTIFICATES. That the Mayor of the City is hereby authorized to have control of the
Certificates initially issued and delivered hereunder and all necessary records and pro-
ceedings pertaining to the Certificates pending their delivery 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 Comptroller of Public Accounts (or a deputy designated in writing to
act for said Comptroller) shall manually sign the Comptroller's Registration Certificate
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attached to such Certificates, and the seal of said Comptroller shall be impressed, or placed
in facsimile, on such Comptroller's Registration Certificate.
Section 16. SALE. That the Certificates are hereby sold and shall be delivered to
NationsBank of Texas, N.A. herewith for such purchase price of par plus accrued interest,
if any, to the date of delivery of the Certificates.
Section 17. 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 18. INTEREST EARNINGS. Interest earnings derived from the investment
of proceeds from the sale of the Certificates shall be used along with other proceeds for the
construction of the permanent improvements set forth in Section 1 hereof for which the
Certificates are issued; provided that after completion of such permanent improvements, if
any of such interest earnings remain on hand, such interest earnings shall be deposited in
the Interest and Sinking Fund. It is further provided, however, that any interest earnings on
proceeds which are required to be rebated to the United States of America pursuant to this
Ordinance in order to prevent the Certificates from being arbitrage bonds shall be so
rebated and not considered as interest earnings for the purposes of this Section.
Section 19. COMPREHENSIVE FINANCIAL STATEMENTS. As soon as
practicable after the close of each fiscal year while any of the Certificates is outstanding, a
copy of the audited comprehensive financial statement of the City, upon its completion and
availability to the City for the preceding year shall be mailed to NationsBank of Texas, N.A.,
Corpus Christi, Texas, for so long as it is an owner of any of the Bonds, and to any holder
of 60% or more in aggregate principal amount of then outstanding Certificates who shall so
request in writing. Such annual audit reports shall be open to the inspection of the
bondholders and their agents and representatives at all reasonable times.
Section 20. CONFLICTING PROCEEDINGS. That all ordinances and resolutions
or parts thereof in conflict herewith are hereby repealed.
Section 21. E} FhCTIVENESS OF ORDINANCE. 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.
Section 22. OPEN MEETING. 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 Chapter 551, Texas
Government Code.
Section 23. WAIVER OF CHARTER RULE. 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
Certificates, such finding of an emergency is hereby specifically made and declared, requiring
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suspension of the Charter rule as to consideration and voting upon ordinances or resolutions
at two regular meetings so that this Ordinance be passed and take effect upon first reading.
ADOPTED this 14th day of December, 1993.
ATTEST:
City Secretary,
City of Corpus Christi, Texas
(SEAL)
APPROVED AS TO FORM AND LEGALITY:
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Corpus 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 two 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
The above ordinance
Mary Rhodes
Jack Best
Melody Cooper
Cezar Galindo
Betty Jean Longoria
Edward A. Martin
Dr. David McNichols
David Noyola
Clif Moss
\fo:m.\045
MAYOR
THE CIT 0RPUS CHRISTI
was passed by the following vote:
0.4817