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HomeMy WebLinkAbout022495 ORD - 02/27/1996THE STATE OF TEXAS COUNTY OF NUECES CITY OF CORPUS CHRISTI On this the 27th day of February, 1996, 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 AT 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: /1%0.+C , 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 NAYS: The Mayor announced that the ordinance had been passed. The ordinance is as follows: 022195 Autuf t MED ORDINANCE NO. ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, PROVIDING FOR THE ISSUANCE OF $4,400,000 CITY OF CORPUS CHRISTI, TEXAS, COMBINATION TAX AND TEXAS STATE AQUARIUM REVENUE CERTIFICATES OF OBLIGA- TION, SERIES 1996, AND ORDAINING OTHER MATTERS RELATING TO THE SUBJECT; AND DECLARING AN EMERGENCY WHEREAS, on the 30th day of January, 1996, 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 February 13, 1996, February 18, 1996 and February 20, 1996 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, 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 Texas State Aquarium Revenue Certificates of Obligation, Series 1996", are hereby authorized to be issued and delivered in the principal amount of $4,400,000 for the purpose of providing part of the funds for paying contractual obligations to be incurred by the City, to -wit: the acquisition of facilities, land, and improvements for aquarium purposes, and construction and rehabilitation of improvements and additions to certain of the facilities that comprise the Texas State Aquarium, 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 March 1, 1996, 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 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 $125,000 2007 $225,000 1998 125,000 2008 225,000 1999 150,000 2009 250,000 2000 150,000 2010 250,000 2001 150,000 2011 275,000 2002 175,000 2012 275,000 2003 175,000 2013 300,000 2004 175,000 2014 300,000 2005 200,000 2015 325,000 2006 200,000 2016 350,000 -2- 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, 2007, in whole or in part, on March 1, 2006, 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. (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 -3- 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. -4- 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, 5.50% maturities 1998, 5.50% maturities 1999, 5.50% maturities 2000, 5.50% maturities 2001, 5.50% maturities 2002, 5.50% maturities 2003, 4.45% maturities 2004, 4.55% maturities 2005, 4.65% maturities 2006, 4.75% maturities 2007, 4.85% maturities 2008, 4.95% maturities 2009, 5.05% maturities 2010, 5.15% maturities 2011, 5.25% maturities 2012, 5.35% maturities 2013, 5.35% maturities 2014, 5.45% maturities 2015, 5.45% maturities 2016, 5.45% 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 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 -5- 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 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 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 -6- 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 -7- 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 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 -8- 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 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 -9- 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. (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 (1) 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. -10- (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 Tess than 60 days written notice to the Paying Agent/Registrar. Iri 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 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 -11- 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. -12- NO. R - FORM OF CERTIFICATE UNITED STATES OF AMERICA $ STATE OF TEXAS COUNTY OF NUECES CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND TEXAS STATE AQUARIUM REVENUE CERTIFICATE OF OBLIGATION SERIES 1996 MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSIP % March 1, 1996 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. -13- *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 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. -14- *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 the Original Issue Date specified above, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $4,400,000, FOR THE PURPOSE OF PROVIDING PART OF THE FUNDS FOR PAYING CONTRACTUAL OBLIGATIONS TO BE INCURRED FOR THE CITY, TO -WIT: the acquisition of facilities, land, and improvements for aquarium purposes, and construction and rehabilitation of improvements and additions to certain of the facilities that comprise the Texas State Aquarium, and the payment of fiscal, engineering and legal fees incurred in connection therewith. *ON MARCH 1, 2006, or on any interest payment date thereafter, the Certificates of this Series maturing on March 1, 2007 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 re- -15- 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 payment is made, all as provided above, this Certificate, or the portion hereof which is to -16- 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, or assignees, as the case may be, upon surrender of this Certificate to the Paying -17- 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 mailing, or (2) to transfer or exchange any certificates so selected for redemption when such redemption is scheduled to occur within 30 calendar days. -18- *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 limit prescribed by law; and that certain revenues received by the City from the operation -19- of the Texas State Aquarium, defined in the Certificate Ordinance as the "Available Revenues", 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. XXXXX XXXXXX City Secretary, City of Mayor, City of Corpus Christi, Texas Corpus Christi, Texas (SEAL) -20- 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 Texas Commerce Bank National Association Paying Agent/Registrar By Authorized Representative -21- unto FORM OF ASSIGNMENT: ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers (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 the 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. -22- NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever. **FORM OF COMPTROLLER'S 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 term "Association" shall mean the Texas State Aquarium Association, Inc., a Texas nonprofit corporation; the terms "Certificates", "Certificates of Obligation" shall mean the City of Corpus Christi, Texas, Combination Tax and Texas State Aquarium Revenue Certificates of Obligation, Series 1996, 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 1996 Combination Tax and Texas State Aquarium Revenue Certificate of Obligation Interest and Sinking Fund" is -23- 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 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 -24- 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. (a) That the Certificates of Obligation are additionally secured by and shall be payable from and secured by revenues received by the Issuer from the operation of the Texas State Aquarium, specifically revenues generated by an admission charge to persons attending the Texas State Aquarium, constituting "Available Revenues". The Available Revenues are pledged by the City pursuant to authority of Article 1269j-4.1, Texas Revised Civil Statutes. The Issuer shall deposit such Available Revenues, as received, 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 Available 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 Available Revenues then on deposit in the Interest and Sinking Fund or budgeted for deposit herein. The Issuer reserves the right to add to the "Available Revenues" any other revenues received from the operation of the Texas State Aquarium, consistent with the provisions of this Ordinance. (b) The City reserves the right to issue certificates of obligation secured by a lien on and pledge of the Available Revenues, either on a parity with the Certificates of Obligation, or subordinate to the pledge of the Available Revenues herein made in support -25- of the Certificates of Obligation, as may be determined by the City Council of the City at the time such certificates of obligation in the future may be issued. 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 -26- 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. -27- 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 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 _28_ 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 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 -29- 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) the City will comply with, or, to the extent within its control, cause the Association to comply with, and make, or cause the Association to make, all filings required by, all effective rules, rulings or Regulations promulgated by the Department of the Treasury or the Internal Revenue Service with respect to obligations such as the Certificates of Obligation, if any; (b) the City will, to the extent within its control, cause the Association to continue to conduct its operations in a manner that will result in it continuing to qualify as an organization described in Section 501(c)(3) of the Code including but not limited to the timely filing of all returns, reports and requests for determination with the Internal Revenue Seryice and the timely notification of the Internal Revenue Service of all changes in its organization and purposes from the organization and purposes previously disclosed to the Internal Revenue Service; (c) the City will, to the extent within its control, cause the Association not to divert any substantial part of its corpus or income for a purpose or purposes other than those for which it is organized and operated; (d) the City will not use or invest the proceeds of the Certificates of Obligation or any investment earnings thereon in a manner that will result in the Certificates of Obligation becoming private activity bonds (other than qualified 501(c)(3) bonds) within the meaning of Sections 141 and 145 of the Code; -30- (e) the City will not use or permit to be used more than 3% of the proceeds of the Certificates of Obligation, including all investment income earned on such proceeds prior to the date of completion of the projects financed with the proceeds thereof, directly or indirectly, in any trade or business carried on by any person who is not a governmental unit or an organization described in Section 501(c)(3) of the Code. For purposes of the preceding sentence, use of the proceeds by an organization described in Section 501(c)(3) of the Code with respect to an "unrelated trade or business," determined in accordance with Section 513(a) of the Code, does not constitute a use by a tax-exempt organization; further, any use of proceeds of the Certificates of Obligation or any investment earnings thereon in any manner contrary to the guidelines set forth in Revenue Procedure 93-19, 1993-1 C.B. 526, including any revisions or amendments thereto, shall constitute the use of such proceeds in the trade or business of a nonexempt person; (f) the City will not use or permit the use of any portion of the proceeds of the Certificates of Obligation, including all investment income earned on such proceeds directly or indirectly, to make or finance loans to a person who is not a governmental unit or an organization described in Section 501(c)(3) of the Code. For purposes of the preceding sentence, a loan to an organization described in Section 501(c)(3) of the Code for use with respect to an "unrelated trade or business" does not constitute a loan to such a unit or organization; (g) the City will not cause the Certificates of Obligation to be treated as "federally guaranteed" obligations for purposes of Section 149 of the Code, as may be modified in any applicable rules, rulings, policies, procedures, regulations or other official statements -31- promulgated or proposed by the Department of the Treasury or the Internal Revenue Service with respect to "federally guaranteed" obligations described in Section 149 of the Code. For purposes of this paragraph, the Certificates of Obligation shall be treated as "federally guaranteed" if (i) all or any portion of the principal or interest is or will be guaranteed directly or indirectly by the United States of America or any agency or instrumentality thereof, or (ii) a significant portion of the proceeds of the Certificates of Obligation will be (a) used in making loans, the payment of principal or interest with respect to which is to be guaranteed in whole or in part by the United States of America or any agency or instrumentality thereof, or (b) invested directly or indirectly in federally insured deposits or accounts, and (iii) such guarantee is not described in Section 149(b) of the Code; (h) the costs of issuing the Certificates of Obligation which are financed with proceeds of the Certificates of Obligation will not exceed an amount equal to 2% of the aggregate proceeds of the Certificates of Obligation. Such amounts will not be taken into account in satisfying the requirement stated above in subsection (e); (i) no portion of the proceeds of Certificates of Obligation is to be used to provide the following: an airplane, a skybox or other private luxury box, a facility primarily used for gambling or any store the principal business of which is the sale of alcoholic beverages for consumption off premises; (j) the City will not violate the provisions of Section 145(c) of the Code; (k) 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 -32- 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 Tess 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 pro- ceeds of the Certificates of Obligation; (I) 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); and (m) 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 -33- 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(f) of the Code. 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 clause (m) above, a 'Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such Fund -34- 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 REGISTRATLON 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 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 February 27, 1996, 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 Preliminary Official Statement, dated January 30, 1996, is hereby ratified and approved. Section 17. SALE OF CERTIFICATES OF OBLIGATION. That the sale of the Certificates to Texas Commerce Bank National Association, Rauscher Pierce Refsnes, Inc. and Southwest Securities, Inc. (collectively, the "Purchaser"), at the purchase price set forth in the hereinafter defined Purchase Contract, is hereby authorized. One -35- Certificate of Obligation in the principal amount maturing on the maturity date as set forth in Section 2 hereof shall be delivered to the Purchaser, and the Purchaser shall have the right to exchange such Certificates as provided in Section 5 hereof without cost. The Certificates shall be sold to the Purchaser pursuant to the terms of a bond. purchase agreement (the "Purchase Contract") in substantially the form attached hereto as Exhibit "B", and made a part hereof for all purposes. The Mayor or the City Manager, and the City Secretary, are hereby authorized to execute, attest, deliver, and affix the seal of the City to the Purchase Contract. 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. "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 -36- 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. (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 -37- the Certificates of Obligation, if such event is material within the meaning of the federal securities laws: Principal and interest payment delinquencies; Non-payment related defaults; Unscheduled draws on debt service reserves reflecting financial difficulties; Unscheduled draws on credit enhancements reflecting financial difficulties; Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Certificates of Obligation; 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. -38- (d) Limitations, Disclaimers, and Amendments. (1) 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 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 -39- 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 LIMITED 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 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 -40- 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. 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 -41- 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. 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. -42- ADOPTED this 27th day of February, 1996. Mayor, Cit, of C ATTEST: s Christi, Texas City Secretary, City of Corpus Christi, 'exas (SEAL) APPROVED AS TO FORM AND LEGALITY: d . 1 . AUTHORIZE, City At Christi, Texas COUNCIL. [SIGNATURE PAGE TO ORDINANCE] S.S. CFrPFTARV 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 Waste Operations", "Texas State Aquarium Association" 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, 1995. 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. 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 27th day of February, 1996, authorizing the issuance of $4,400,000 Combination Tax and Texas State Aquarium Revenue Certificates of Obligation, Series 1996, 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 27th day of February, 1996. City Secretary, City of Corpus Christi, Texas (SEAL) Corpus Christi, Texas day of TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas ,19 Cl 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: Uwe, 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, Council Members Respectfully, The above ordinance was passed by the following vote: Mary Rhodes Dr. Jack Best ,i J Betty Black 13,,^� Melody Cooper �� J✓ Tony Heldenfels 1 / , g Betty Jean Longoria ) „/� g John Longoria Edward A. Martin Dr. David McNichols Jr/ \forma\095