HomeMy WebLinkAbout022424 ORD - 11/21/1995THE STATE OF TEXAS
COUNTY OF NUECES
CITY OF CORPUS CHRISTI
On this the 12th day of December, 1995, the City Council of the City of Corpus Christi,
Texas convened in Regular Meeting, at City Hall, with the following members of said Council
present, to -wit:
Mary Rhodes
Betty Jean Longoria,
John Longoria,
Dr. Jack A. Best,
Dr. David McNichols,
Melody Cooper,
Edward A. Martin,
Betty Black,
Tony Heldenfels,
Juan Garza,
James Bray,
Rosie G. Vela,
Armando Chapa,
Mayor
Councilmembers,
City Manager,
City Attorney,
Director of Finance,
City Secretary
with the following absent: None, constituting a quorum, at which time the following among other
business was transacted:
The City Manager presented for the consideration of the Council an ordinance authorizing
the sale of combination tax and solid waste revenue certificates of obligation. The ordinance was
read by the City Secretary. The motion was carried by the following vote,
AYES: All members of the City Council shown present above
voted "Aye" except Dr. David McNichols.
NAYS: Dr. David McNichols.
The Mayor announced that the ordinance had been passed. The ordinance is as follows:
022424
ORDINANCE NO. 0c)2424
ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS, PROVIDING FOR THE ISSUANCE OF $11,035,000
CITY OF CORPUS CHRISTI, TEXAS, COMBINATION TAX AND
SOLID WASTE REVENUE CERTIFICATES OF OBLIGATION, SERIES
1995, AND ORDAINING OTHER MATTERS RELATING TO THE
SUBJECT; AND DECLARING AN EMERGENCY
WHEREAS, on the 17th day of October, 1995, 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 be published in a newspaper as required by
Section 271.049 of the Texas Local Government Code; and
WHEREAS, said notice was published on November 19, 1995 and November 26,
1995 in the Corpus Christi Caller -Times, a "newspaper" as described in Section 2051.044,
Texas Government Code, as amended, all 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, at said October 17, 1995 meeting, the City Council approved, as part of
the street improvements for which a portion of the proceeds of the Certificates of Obligation
hereinafter authorized is to be expended, the following street improvements: improvements
to the access to Texas A&M University - Corpus Christi, street light improvements for Violet
Street, construction of improvements to Kostoryz Road from Holly Street south to Saratoga;
and
02244
MICROFILMEI,
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 Solid Waste
Revenue Certificates of Obligation, Series 1995", are hereby authorized to be issued and
delivered in the principal amount of $11,035,000 for the purpose of providing part of the
funds for paying contractual obligations to be incurred by the City, to -wit: the construction
of improvements and additions to the City's solid waste facilities, in the aggregate principal
amount of $8,110,000, the construction of street improvements in the aggregate principal
amount of $2,315,000, the acquisition and installation of energy efficiency improvements to
the City's Bayfront Plaza Complex (Bayfront Plaza Convention Center, Auditorium, Art
Museum, Harbor Playhouse and Museum of Science and History), in the aggregate principal
amount of $610,000, and the payment of fiscal, engineering and legal fees incurred in
connection therewith.
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, 1995, 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
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17 hereof), or to the registered assignee or assignees of said certificates or any portion or
portions thereof (in each case, the "Registered Owner"), and said certificates shall mature and
be payable on March 1 in the years and amounts as set forth below, to -wit:
YEARS AMOUNTS YEARS AMOUNTS
1997 $375,000 2007 $550,000
1998 $400,000 2008 $575,000
1999 $400,000 2009 $625,000
2000 $450,000 2010 $650,000
2001 $475,000 2011 $700,000
2002 $500,000 2012 $725,000
2003 $525,000 2013 $775,000
2004 $555,000 2014 $800,000
2005 $580,000 2015 $850,000
2006 $525,000
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 March 1, 2006, in whole or in part, on March 1, 2005, 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 Certificates called for redemption at the option of the City prior to stated 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 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 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 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 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
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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 following rates per annum:
maturities 1997, 6.75%
maturities 1998, 6.75%
maturities 1999, 6.75%
maturities 2000, 6.75%
maturities 2001, 6.75%
maturities 2002, 6.75%
maturities 2003, 6.75%
maturities 2004, 5.50%
maturities 2005, 4.75%
maturities 2006, 4.80%
maturities 2007, 4.90%
maturities 2008, 5.00%
maturities 2009, 5.00%
maturities 2010, 5.10%
maturities 2011, 5.10%
maturities 2012, 5.125%
maturities 2013, 5.125%
maturities 2014, 5.20%
maturities 2015, 5.20%
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 Texas Commerce Bank National
Association (the "Paying Agent/Registrar"), in Dallas, Texas (the "Designated Trust
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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 registra-
tion 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 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 Attomey. 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 at the Designated Trust Office 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
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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 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 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 substi-
tute 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
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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 delivered, 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 exchanged 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 substi-
tute 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
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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
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.
(0 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
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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 custom-
ary 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
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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 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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NO. R -
FORM OF CERTIFICATE
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF NUECES
CITY OF CORPUS CHRISTI, TEXAS
COMBINATION TAX AND SOLID WASTE REVENUE
CERTIFICATE OF OBLIGATION
SERIES 1995
MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSIP
% December 1, 1995
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 (hereinafter called the "registered owner") the
principal amount of
DOLLARS
and to pay interest thereon from the Original Issue Date specified above, on September 1,
1996, and semiannually on each March 1 and September 1 thereafter to the maturity date
specified above or the date of its redemption prior to scheduled maturity, at the interest
rate per annum specified above; except that if this Certificate is required to be authenti-
cated and the date of its authentication is later than September 1, 1996, such interest is
payable semiannually on each March 1 and September 1 following such date.
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.
*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
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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 in Dallas, Texas (the "Designated Trust Office")
of Texas Commerce Bank National Association (the "Paying Agent/Registrar"). 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 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 Certificate that no later than each principal 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.
*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
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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
the Original Issue Date specified above, authorized in accordance with the Constitution
and laws of the State of Texas in the principal amount of $11,035,000, FOR THE
PURPOSE OF PROVIDING PART OF THE FUNDS FOR PAYING CONTRACTUAL
OBLIGATIONS TO BE INCURRED BY THE CITY, TO -WIT: the construction of
improvements and additions to the City's solid waste facilities, in the aggregate principal
amount of $8,110,000, the construction of street improvements, in the aggregate principal
amount of $2,315,000, the acquisition and installation of energy efficiency improvements
to the City's Bayfront Plaza Complex (Bayfront Plaza Convention Center, Auditorium, Art
Museum, Harbor Playhouse and Museum of Science and History), in the aggregate
principal amount of $610,000, and the payment of fiscal, engineering and legal fees
incurred in connection therewith.
*ON MARCH 1, 2005, or on any interest payment date thereafter, the Certificates
of this Series maturing on March 1, 2006 and thereafter may be redeemed prior to their
scheduled maturities, at the option of the Issuer, with funds derived from any available and
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lawful source, as a whole, or in part (provided that a portion of a Certificate may be re-
deemed 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 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 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 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
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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 unre-
deemed portion thereof, will be issued to the registered owner upon the surrender thereof
for cancellation, at the expense of the Issuer, all as provided in the Certificate Ordinance.
*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,
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or assignees, as the case may be, upon surrender of this Certificate to the Paying
Agent/Registrar at its Designated Trust Office for cancellation, 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
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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
Certificate 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
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limit prescribed by law; and that the surplus revenues of the Issuer's Solid Waste System,
after payment of all operation and maintenance expenses thereof, and all other obligations
now or hereafter payable therefrom, as provided in the Certificate Ordinance, 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 the official seal of the City has been duly affixed to,
impressed, or placed in facsimile, on this Certificate.
=MC xxxxxx
City Secretary, City of Mayor, City of Corpus Christi, Texas
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.
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
or enlargement or any change whatsoever.
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**FORM OF COMPTROLLERS CERTIFICATE ATTACHED TO
THE CERTIFICATES UPON INITIAL DELIVERY THEREOF
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
I hereby certify that there is on file and of record in my office a certificate of the
Attorney General of the State of Texas to the effect that this Certificate has been exam-
ined by him as required by law, and that he finds that it has been issued in conformity with
the Constitution and laws of the State of Texas, and that it is a valid and binding
obligation of the City of Corpus Christi, Texas, payable in the manner provided by and in
the ordinance authorizing 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:
Is to be on reverse side of certificate
**¶ not to be on certificate
Section 7. DEFINITIONS. That the terms "Certificates", "Certificates of Obliga-
tion" shall mean the City of Corpus Christi, Texas, Combination Tax and Solid Waste
Revenue Certificates of Obligation, Series 1995, authorized to be issued and delivered by
this Ordinance; the term "Series 1900-A Certificates of Obligation" shall mean the City of
Corpus Christi, Texas, Combination Tax and Revenue Certificates of Obligation, Series
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1990-A, dated December 15, 1990, and currently outstanding in the aggregate principal
amount of $2,125,000; 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 1995 Combination Tax and
Solid Waste Revenue Certificate of Obligation Interest 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 and original issue premium 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 ap-
proved tax rolls of said City, with full allowances being made for tax delinquencies and the
cost of tax collections, which will be sufficient to raise and produce the money required to
pay the interest on said Certificates as such interest comes due, and to provide a sinking
fund to pay the 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
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valorem tax shall be assessed and collected each such year and deposited to the credit of
the aforesaid Interest and Sinking Fund. Said ad valorem taxes necessary to pay the
interest on and principal of said Certificates, as such 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. There shall be appropriated from the General Fund to deposit
into the Interest and Sinking Fund moneys as may be necessary to pay the first scheduled
interest payment on the Certificates of Obligation.
Section 9. REVENUES. That the Certificates of Obligation are additionally
secured by and shall be payable from and secured by the revenues from the Issuer's Solid
Waste System remaining after payment of all maintenance and operation expenses thereof,
and all other obligations now or hereafter payable therefrom (including, without limitation,
the Series 1990-A Certificates of Obligation), constituting "Surplus Revenues". The
Surplus Revenues are pledged by the City pursuant to authority of Chapter 363, Texas
Health and Safety Code, particularly Subchapter G thereof. The Issuer shall deposit such
Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant to Sec-
tion 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 actu-
ally 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.
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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 required by law for the security of public funds, and such Fund shall be used only for
the purposes and in the manner permitted or required by this Ordinance.
Section 12. DEFEASANCE OF CERTIFICATES. (a) That any Certificate
and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a
"Defeased 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 interest thereon to the due date (whether such due date be by reason of
maturity or otherwise) either (i) shall have been made or caused to be made in accordance
with the terms thereof, or (ii) shall have been provided for on or before such due date by
irrevocably depositing with or making available to the Paying Agent/Registrar for such
payment (1) lawful money of the United States of America sufficient to make such
payment or (2) Government Obligations which mature as to principal and interest in such
amounts and at such times as will insure the availability, without reinvestment, or
sufficient money to provide for such payment, and when proper arrangements have been
made by the City with the Paying 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
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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 DE-
STROYED CERTIFICATES. (a) Replacement Certificates. That in the event any
outstanding Certificate is damaged, mutilated, lost, stolen, or destroyed, the Paying
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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 of a Certificate, the registered owner shall surrender to the Paying
Agent/Registrar for cancellation 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.
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(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 Vernon'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
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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;
(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;
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(d) to refrain from taking any action which would otherwise result in
the Certificates of Obligation 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
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 bond, for a period of 30 days or less until such proceeds are
needed for the purpose for which the certificates of obligation are issued,
(2) amounts invested in a bona fide debt service fund, within the
meaning of Section 1.148-1(b) 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
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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); and
(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.
For purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of
refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds
expended prior to the date of issuance of 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
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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 clause (h) above, 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
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act for said Comptroller) shall manually sign the Comptroller's Registration Certificate
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. OFFICIAL STATEMENT. That the Official Statement dated
December 12, 1995, together with any addenda thereto, prepared and circulated with
respect to the sale of the Certificates of Obligation, is hereby approved and authorized for
use in the offering, sale and reoffering of the Certificates of Obligation. The use of the
Official Notice of Sale, dated November 15, 1995, and the Official Bid Form are hereby
ratified and approved.
Section 17. SALE OF CERTIFICATES OF OBLIGATION. That the sale of
the Certificates of Obligation to Merrill Lynch & Co., and associates, (the "Purchaser"), at
the price of par plus accrued interest to the date of delivery, is hereby authorized. One
Certificate of Obligation in the principal amount maturing on each maturity date as set
forth in Section 2 hereof shall be delivered to the Purchaser, registered in the name of
Merrill Lynch, Pierce, Fenner & Smith, Inc., and the Purchaser shall have the right to
exchange such Certificates of Obligation as provided in Section 5 hereof without cost. It
is hereby officially found, determined and declared that the Certificates of Obligation were
sold to the highest bidder at terms that were the most advantageous reasonably obtained.
Section 18. CONTINUING DISCLOSURE OBLIGATION. (a) Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
"MSRB" means the Municipal Securities Rulemaking Board.
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"NRMSIR" means each person whom the SEC or its staff has determined to
be a nationally recognized municipal securities information repository within the meaning
of the Rule from time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized
department, officer, or agency thereof as, and determined by the SEC or its staff to be, a
state information depository within the meaning of the Rule from time to time.
(b) Annual Reports. (i) The City shall provide annually to each NRMSIR and
any SID, within six months after the end of each fiscal year ending in or after 1996,
financial information and operating data with respect to the City of the general type
included in the final Official Statement authorized by Section 16 of this Ordinance, being
the information described in Exhibit A hereto. Any financial statements so to be provided
shall be (1) prepared in accordance with the accounting principles described in Exhibit A
hereto, or such other accounting principles as the City may be required to employ from
time to time pursuant to state law or regulation, and (2) audited, if the City commissions
an audit of such statements and the audit is completed within the period during which they
must be provided. If the audit of such financial statements is not complete within such
period, then the City shall provide unaudited financial statements by the required time, and
shall provide audited financial statements for the applicable fiscal year to each NRMSIR
and any SID, when and if the audit report on such statements become available.
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(ii) If the City changes its fiscal year, it will notify each NRMSIR and any SID of
the change (and of the date of the new fiscal year end) prior to the next date by which the
City otherwise would be required to provide financial information and operating data
pursuant to this Section. The financial information and operating data to be provided
pursuant to this Section may be set forth in full in one or more documents or may be
included by specific reference to any document (including an official statement or other
offering document, if it is available from the MSRB) that theretofore has been provided to
each NRMSIR and any SID or filed with the SEC.
(c) Material Event Notices. The City shall notify any SID and either each
NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to
the Certificates of Obligation, if such event is material within the meaning of the federal
securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
5. Substitution of credit or liquidity providers, or their failure to
6. Adverse tax opinions or events affecting the tax-exempt status of
the Certificates of Obligation;
difficulties;
perform;
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7. Modifications to rights of holders of the Certificates of Obligation;
8. Certificates of Obligation calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the
Certificates of Obligation; and
11. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner,
of any failure by the City to provide financial information or operating data in accordance
with subsection (b) of this Section by the time required by such subsection.
(d) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so
long as, the City remains an "obligated person" with respect to the Certificates of
Obligation within the meaning of the Rule, except that the City in any event will give
notice of any deposit made in accordance with this Ordinance or applicable law that causes
Certificates of Obligation no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered owners
and beneficial owners of the Certificates of Obligation, and nothing in this Section, express
or implied, shall give any benefit or any legal or equitable right, remedy, or claim
hereunder to any other person. The City undertakes to provide only the financial
information, operating data, financial statements, and notices which it has expressly agreed
to provide pursuant to this Section and does not hereby undertake to provide any other
information that may be relevant or material to a complete presentation of the City's
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financial results, condition, or prospects or hereby undertake to update any information
provided in accordance with this Section or otherwise, except as expressly provided
herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Certificates of Obligation at
any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO
THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OF
OBLIGATION OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR
DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY
OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LLMLTED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under this
Section shall comprise a breach of or default under the Ordinance for purposes of any
other provision of this Ordinance. Nothing in this Section is intended or shall act to
disclaim, waive, or otherwise limit the duties of the City under federal and state securities
laws.
(v) The provisions of this Section may be amended by the City from time to time
to adapt to changed circumstances that arise from a change in legal requirements, a change
in law, or a change in the identity, nature, status, or type of operations of the City, but
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only if (1) the provisions of this Section, as so amended, would have permitted an
underwriter to purchase or sell Certificates of Obligation in the primary offering of the
Certificates of Obligation in compliance with the Rule, taking into account any
amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the registered owners of a majority in aggregate principal
amount (or any greater amount required by any other provision of this Ordinance that
authorizes such an amendment) of the outstanding Certificates of Obligation consent to
such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determined that such amendment will not materially impair the
interest of the registered owners and beneficial owners of the Certificates of Obligation. If
the City so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with subsection (b) of
this Section an explanation, in narrative form, of the reason for the amendment and of the
impact of any change in the type of financial information or operating data so provided.
The City may also amend or repeal the provisions of this continuing disclosure agreement
if the SEC amends or repeals the applicable provision of the Rule or a court of final
jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to
the extent that the provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Certificates of Obligation in the primary offering of the
Certificates of Obligation.
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Section 19. 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 20. 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 hereof 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 21. CONFLICTING PROCEEDINGS. That all ordinances and
resolutions or parts thereof in conflict herewith are hereby repealed.
Section 22. EFFECTIVENESS 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 23. 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, as amended.
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Section 24. 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 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 12th day of December, 1995.
Mayor, City of tfRus Christi, Texas
ATTEST:
City Secretary, City of Corpus C—'sti, Texas
(SEAL)
APPROVED AS TO FORM AND LEGALITY:
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022424
Exhibit A
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Ordinance,
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under the
headings of the Official Statement referred to) below:
Appendix A, under the headings: "Debt Payable from Taxes", "General Fund Revenues", "General
Operations", "Ad Valorem Taxes", "Municipal Hotel Occupancy Taxes", "Solid Wast Operations",
and "The Tax Increment Financing Act".
Appendix C, "Combined Financial Statements of the City of Corpus Christi, Texas for the Fiscal Year
ended July 31, 1994.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in paragraph 1 above.
02:1 1
THE STATE OF TEXAS
COUNTY OF NUECES
CITY OF CORPUS CHRISTI
I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby
certify that the above and foregoing is a true, full and correct copy of an Ordinance passed
by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining
thereto) on the 12th day of December, 1995, authorizing the issuance of $11,035,000
Combination Tax and Solid Waste Revenue Certificates of Obligation, Series 1995, which
ordinance is duly of record in the minutes of said City Council, and said meeting was open
to the public, and public notice of the time, place and purpose of said meeting was given,
all as required by Texas Government Code, Chapter 551.
EXECUTED UNDER MY HAND AND SEAL of said City, this the 12th day of
December, 1995.
(SEAL)
City ecretary, City of Corpus
Christi, Texas
0224'24