HomeMy WebLinkAbout024399 ORD - 03/20/2001CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COUNTIES OF NUECES AND SAN PATRICIO
CITY OF CORPUS CHRISTI
On this the 20th day of March, 2001, 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:
Samuel L. Neal, Jr.
Betty Jean Longoria,
Javier D. Colmenero,
John Longoria,
Mark Scott,
Rex A. Kinnison,
Melody Cooper,
Henry Garrett,
Arnold Gonzales Ph.D.
David R. Garcia,
James Bray,
Jorge Cruz-Aedo
Armando Chapa,
with the following absent: ~-L~ , constituting
other business was transacted:
Mayor
Councilmembers
City Manager,
City Attorney,
Director of Financial Services,
City Secretary
a quorum, at which time the following among
The City Manager presented for the consideration of the Council an ordinance authorizing
the sale of general improvement and refunding bonds. The ordinance was read by the City
Secretary. The motion was carried by the following vote,
AYES:
NAYS:
All members of the Ci~ Council shown present above
voted "Aye" except ~~
0.
The Mayor announced that the ordinance had been passed. The ordinance is as follows:
ORDINANCE NO.
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF ELEVEN MILLION TWO
HUNDRED FORTY THOUSAND DOLLARS ($11,340,000) OF THE GENERAL
IMPROVEMENT REFUNDING BONDS, SERIES 2001A (DECEMBER DELIVERY),
OF THE CITY OF CORPUS CHRISTI, TEXAS, BEARING INTEREST AT THE
RATES HEREINAFTER SET FORTH, AND PROVIDING FOR THE LEVY,
ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE
INTEREST ON SAID BONDS AND TO CREATE A SINKING FUND FOR THE
REDEMPTION THEREOF AT MATURITY; REPEALING ALL ORDINANCES IN
CONFLICT HEREWITH; AND PROVIDING THAT THIS ORDINANCE SHALL BE
IN FORCE AND EFFECT FROM AND AFTER THE DATE OF ITS PASSAGE.
WHEREAS, the City Council has determined to refund the outstanding obligations of the
City described in Schedule I attached to this ordinance (the "Refunded Bonds") to achieve a debt
service savings with respect to Refunded Bonds; and
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to
the laws of the State of Texas, including specifically Chapter 1207, Texas Government Code, for
the purposes set forth above.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI, TEXAS:
1. That the bond or bonds of the City of Corpus Christi, Texas (the "City" or the "Issuer")
to be called "General Improvement Refunding Bonds, Series 2001A (December Delivery)" (the
"Bonds" or the "Series 2001A Bonds"), be issued under and by virtue of the Constitution and laws
of the State of Texas and the Charter of the City, in the aggregate principal amount of Eleven
Million Two Hundred Forty Thousand Dollars ($11,340,000) for the purpose of refunding the
Refunded Bonds.
2. That the Series 2001A Bonds shall be dated December 1, 2001, shall be in the
denomination of $5,000 each, or any integral multiple thereof, shall be numbered consecutively
from R-1 upward, and shall mature on the maturity date, in each of the years, and in the amounts,
respectively, as set forth in the following schedule:
MATURITY DATE: MARCH I
YEARS AMOUNTS ($)
2005 ****
2006 3,310,000
2007 4,400,000
2008 3,130,000
2009 ....
2010 ****
2011 ....
2012 500,000
For purposes of this Ordinance, the Bonds maturing on March 1, 2006 and March 1, 2012 are
hereby designated as "Term Bonds."
3. That the City reserves the right to redeem the Series 2001A Bonds maturing on or after
March 1, 2012, in whole or in part, on March 1,2011, or on any date thereafter, for the principal
amount thereof plus accrued interest thereon to the date fixed for redemption. The years of
maturity of the Series 2001A Bonds called for redemption at the option of the City prior to stated
maturity shall be selected by the City. The Series 2001A Bonds or portions thereof redeemed
within a maturity shall be selected by lot or other method by the Paying Agent/Registrar
(hereinafter defined); provided, that during any period in which ownership of the Bonds is
determined only by a book entry at a securities depository for the Series 2001A Bonds, if fewer
than all of the Series 2001A Bonds of the same maturity and bearing the same interest rate are
to be redeemed, the particular Series 2001A Bonds of such maturity and bearing such interest rate
shall be selected in accordance with the arrangements between the City and the securities
depository.
The Bonds that constitute Term Bonds under this Ordinance shall be subject to mandatory
sinking fund redemption, on the dates and in the amounts as set forth in the FORM OF BOND set
forth in this Ordinance.
At least 30 days prior to the date fixed for any such redemption the City shall cause (i) a
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written notice of such redemption to be deposited in the United States Mail, first-class postage
prepaid, addressed to each such registered owner at his address shown on the Registration
Books (hereinafter defined) of the Paying Agent/Registrar and (ii) notice of such redemption either
to be published one (1) time in or posted electronically on the website of a financial journal or
publication of general circulation in the United States of America or the State of Texas 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 Series 2001A Bond, and it is hereby specifically provided that the provision 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 Series 2001A Bonds. By the date fixed for any such
redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the
required redemption price for the Series 2001A Bonds or the portions thereof which are to be so
redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of
redemption is given, and if due provision for such payment is made, all as provided above, the
Series 2001A Bonds or the portions thereof which are to be so redeemed, thereby automatically
shall be redeemed prior to their scheduled maturities, and shall not bear interest after the date
fixed for their redemption, and shall not be regarded as being outstanding except for the right of
the registered owner to receive the redemption price plus accrued interest to the date fixed for
redemption from the Paying Agent/Registrar out of the funds provided for such payment. The
Paying Agent/Registrar shall record in the registration books all such redemptions of principal of
the Series 2001A Bonds or any portion thereof. If a portion of any Series 2001A Bond shall be
redeemed a substitute Series 2001A Bond or Series 2001A Bonds having the same maturity date,
bearing interest at the same rate, in any denomination or denominations in any integral multiple
of $5,000, at the written request of the registered owner, and in an aggregate principal amount
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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.
In addition to the foregoing, the City shall cause the Paying Agent/Registrar to give notice
of any such redemption in the manner set forth in Section 5(h) hereof. The failure to cause such
notice to be given, however, or any defect therein, shall not affect the validity or effectiveness of
such redemption.
4. That the Series 2001A Bonds scheduled to mature during the years, respectively, set
forth below shall bear interest from their date of initial delivery at the following rates per annum:
Bonds maturing in the year 2006, 5.000%
Bonds maturing in the year 2007, 5.000%
Bonds maturing in the year 2008, 5.000%
Bonds maturing in the year 2012, 5.000%
Said interest shall be payable to the registered owner of any such Series 2001A Bond in the
manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance.
5. (a) The City shall keep or cause to be kept at the designated corporate trust office in
Dallas, Texas (the "Designated Trust Office") of The Chase Manhattan Bank (the "Paying
Agent/Registrar"), or such other bank, trust company, financial institution, or other agency named
in accordance with the provisions of (g) below, books or records of the registration and transfer
of the Series 2001A Bonds (the "Registration Books"), and the City hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
transfers and registrations under such reasonable regulations as the City and Paying Agent/-
Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and regis-
trations as herein provided. 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
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each bond to which payments with respect to the Series 2001A Bonds shall be mailed, as herein
provided. The City or its designee shall have the right to inspect the Registration Books during
regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar
shall keep the Registration Books confidential and, unless otherwise required by law, shall not
permit their inspection by any other entity. Registration of each Series 2001A Bond may be trans-
ferred in the Registration Books only upon presentation and surrender of such bond to the Paying
Agent/Registrar for transfer of registration and cancellation, together with proper written
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing the assignment of such bond, or any portion thereof in any integral
multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee or
assignees to have such bond or any such portion thereof registered in the name of such assignee
or assignees. Upon the assignment and transfer of any Series 2001A Bond or any portion
thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein
provided.
(b) The entity in whose name any Series 2001A Bond shall be registered in the
Registration Books at any time shall be treated as the absolute owner thereof for all purposes of
this Ordinance, whether or not such bond shall be overdue, and the City and the Paying
Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account
of, the principal of, premium, if any, and interest on any such bond shall be made only to such
registered owner. All such payments shall be valid and effectual to satisfy and discharge the lia-
bility upon such bond 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 Series 2001A Bonds, and to act as its agent to
exchange or replace Series 2001A Bonds, all as provided in this Ordinance. The Paying
Agent/Registrar shall keep proper records of all payments made by the City and the Paying
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Agent/Registrar with respect to the Series 2001A Bonds, and of all exchanges thereof, and all
replacements thereof, as provided in this Ordinance.
(d) Each Series 2001A Bond may be exchanged for fully registered bonds in the manner
set forth herein. Each bond issued and delivered pursuant to this Ordinance, to the extent of the
unredeemed principal amount thereof, may, upon surrender thereof 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 bonds, without interest coupons, in the form prescribed in the FORM OF BOND
set forth in this Ordinance, in the denomination of $5,000, or any integral multiple thereof (subject
to the requirement hereinafter stated that each substitute bond shall have a single stated maturity
date), as requested in writing by such registered owner or such assignee or assignees, in an
aggregate principal amount equal to the unredeemed principal amount of any Series 2001A Bond
or Series 2001A Bonds so surrendered, and payable to the appropriate registered owner,
assignee, or assignees, as the case may be. If a portion of any Series 2001A Bond shall be
redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having
the same maturity date, bearing interest at the same rate, in the denomination or denominations
of any integral multiple of $5,000 at the request of the registered owner, and in an aggregate
principal amount equal to the unredeemed portion thereof, will be issued to the registered owner
upon surrender thereof for cancellation. If any Series 2001A Bond or portion thereof is assigned
and transferred, each bond issued in exchange therefor shall have the same principal maturity
date and bear interest at the same rate as the bond for which it is being exchanged. Each substi-
tute bond shall bear a letter and/or number to distinguish it from each other bond. The Paying
Agent/Registrar shall exchange or replace Series 2001A Bonds as provided herein, and each fully
registered bond or bonds delivered in exchange for or replacement of any Series 2001A Bond or
portion thereof as permitted or required by any provision of this Ordinance shall constitute one of
the Series 2001A Bonds for all purposes of this Ordinance, and may again be exchanged or
replaced. It is specifically provided, however, that any Series 2001A Bond delivered in exchange
for or replacement of another Series 200 lA Bond prior to the first scheduled interest payment date
on the Series 2001A Bonds (as stated on the face thereof) shall be dated the same date as such
Series 2001A Bond, but each substitute bond so delivered on or after such first scheduled interest
payment date shall be dated as of the interest payment date preceding the date on which such
substitute bond is delivered, unless such substitute bond is delivered on an interest payment date,
in which case it shall be dated as of such date of delivery; provided, however, that if at the time
of delivery of any substitute bond the interest on the bond for which it is being exchanged has not
been paid, then such substitute bond shall be dated as of the date to which such interest has been
paid in full. On each substitute bond issued in exchange for or replacement of any Series 2001A
Bond or Series 2001A Bonds issued under this Ordinance there shall be printed thereon a Paying
Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the FORM OF
BOND set forth in this Ordinance. An authorized representative of the Paying Agent/Registrar
shall, before the delivery of any such substitute bond, date such substitute bond in the manner
set forth above, and manually sign and date such Certificate, and no such substitute bond shall
be deemed to be issued or outstanding unless such Certificate is so executed. The Paying
Agent/Registrar promptly shall cancel all Series 2001A Bonds surrendered for exchange or
replacement. No additional ordinances, orders, or resolutions need be passed or adopted by the
City Council or any other body or person so as to accomplish the foregoing exchange or replace-
ment of any Series 2001A Bond or portion hereof, and the Paying Agent/Registrar shall provide
for the printing, execution, and delivery of the substitute bonds in the manner prescribed herein,
and said bonds shall be of type composition printed on paper with lithographed or steel engraved
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borders of customary weight and strength. Pursuant to Chapter 1206, Texas Government Code,
the duty of exchange or replacement of any Series 2001A Bond as aforesaid is hereby imposed
upon the Paying Agent/Registrar, and, upon the execution of said Paying Agent/Registrar's
Authentication Certificate, the exchanged or replaced bond shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the Series 2001A Bonds which
originally were delivered pursuant to this Ordinance, approved by the Attorney General, and
registered by the Comptroller of Public Accounts. Neither the City nor the Paying Agent/Registrar
shall be required (1) to issue, transfer, or exchange any bond during a period beginning at the
opening of business 30 days before the day of the first mailing of a notice of redemption of bonds
and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any
bond so selected for redemption in whole when such redemption is scheduled to occur within 30
calendar days.
(e) All Series 2001A Bonds issued in exchange or replacement of any other Series 2001A
Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with
the principal of and interest on such Series 2001A Bonds to be payable only to the registered
owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred
and assigned, (iv) may be exchanged for other Series 2001A Bonds, (v) shall have the
characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Series
2001A Bonds shall be payable, all as provided, and in the manner required or indicated, in the
FORM OF BOND set forth in this Ordinance.
(f) The City shall pay the Paying Agent/RegistraCs reasonable and customary fees and
charges for making transfers of Series 2001A Bonds, but the registered owner of any Series
2001A Bond requesting such transfer shall pay any taxes or other governmental charges required
to be paid with respect thereto. The registered owner of any Series 2001A Bond requesting any
exchange shall pay the Paying Agent/Registrar's reasonable and standard or customary fees and
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charges for exchanging any such bond or portion thereof, togetherwith any taxes or governmental
charges required to be paid with respect thereto, all as a condition precedent to the exercise of
such privilege of exchange, except, however, that in the case of the exchange of an assigned and
transferred bond or bonds or any portion or portions thereof in any integral multiple of $5,000, and
in the case of the exchange of the unredeemed portion of a Series 2001A Bond which has been
redeemed in part prior to maturity, as provided in this Ordinance, such fees and charges will be
paid by the City. In addition, the City hereby covenants with the registered owners of the Series
2001A Bonds that it will (i) pay the reasonable and standard or customary fees and charges of the
Paying Agent/Registrar for its services with respect to the payment of the principal of and interest
on the Series 2001A Bonds, when due, and (ii) pay the fees and charges of the Paying
Agent/Registrar for services with respect to the transfer or registration of Series 2001A Bonds
solely to the extent above provided, and with respect to the exchange of Series 2001A Bonds
solely to the extent above provided.
(g) The City covenants with the registered owners of the Series 2001A Bonds that at all
times while the Series 2001A Bonds are outstanding the City will provide a competent and legally
qualified bank, trust company, financial institution, or other agency to act as and perform the
services of Paying Agent/Registrar for the Series 2001A Bonds under this Ordinance, and that the
Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying
Agent/Registrar. In the event that the entity at any time acting as Paying Agent/Registrar (or its
successor by merger, acquisition, or other method) should resign or otherwise cease to act as
such, the City covenants that promptly it will appoint a competent and legally qualified national or
state banking institution which shall be a corporation organized and doing business under the laws
of the United States of America or of any state, authorized under such laws to exercise trust
powers, subject to supervision or examination by federal or state authority, and whose
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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 Series 2001A Bonds,
to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in
the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the
new Paying Agent/Registrar to each registered owner of the Series 2001A Bonds, by United
States Mail, postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar
shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this
Ordinance shall be delivered to each Paying Agent/Registrar.
(h) (i) In addition to the manner of providing notice of redemption of Series 2001A
Bonds as set forth in this Ordinance, the Paying Agent/Registrar shall give notice of redemption
of Series 2001A Bonds by United States Mail, first-class postage prepaid, at least thirty (30) days
prior to a redemption date to each NRMSIR (as defined in Section 13 hereof) and the SID (as
defined in Section 13 hereof). In addition, in the event of a redemption caused by an advance
refunding of the Series 2001A Bonds, the Paying Agent/Registrar shall send a second notice of
redemption to the persons specified in the immediately preceding sentence at least thirty (30) days
but not more than ninety (90) days prior to the actual redemption date. Any notice sent to the
NRMSIRs or the SID shall be sent so that they are received at least two (2) days prior to the
general mailing or publication date of such notice. The Paying Agent/Registrar shall also send a
notice of prepayment or redemption to the owner of any Series 2001A Bond who has not sent the
Series 2001A Bonds in for redemption sixty (60) days after the redemption date.
(ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Ordinance, shall contain a description of the Series 2001A Bonds to be redeemed, including
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the complete name of the Series 2001A Bonds, the series, the date of issue, the interest rate, the
maturity date, the CUSIP number, if any, the amounts called of each certificate, the publication
and mailing date for the notice, the date of redemption, the redemption price, the name of the
Paying Agent/Registrar and the address at which the Series 2001A Bond may be redeemed,
including a contact person and telephone number.
(iii) All redemption payments made by the Paying Agent/Registrar to the registered
owners of the Series 2001A Bonds shall include CUSIP numbers relating to each amount paid to
such registered owner.
6. The form of all Series 2001A Bonds, including the form of the ComptrolleFs Registration
Certificate to accompany the Series 2001A Bonds on the initial delivery thereof, the form of Paying
Agent/Registrar's Authentication Certificate, and the Form of Assignment to be printed on each
of the Series 2001A Bonds, shall be, respectively, substantially as follows, with such appropriate
variations, omissions, or insertions as are permitted or required by this Ordinance:
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NO.
MATURITY DATE
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF NUECES AND SAN PATRICIO
CITY OF COPRUS CHRISTI, TEXAS
GENERAL IMPROVEMENT REFUNDING BOND
SERIES 2001A
(DECEMBER DELIVERY)
INTEREST RATE DATE OFINITIAL DELIVERY CUSIP
DECEMBER 4, 2001
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 ., orto the registered assignee hereof (either being herein-
after called the "registered owner") the principal amount of:
DOLLARS
and to pay interest thereon, from the Date of Initial Delivery specified above, to the maturity date
specified above, or the date of its redemption prior to scheduled maturity, at the rate of interest
per annum specified above, with said interest being payable on September 1, 2002, and semi-
annually on each March 1 and December I thereafter; except that if the Paying Agent/Registrar's
Authentication Certificate appearing on the face of this Bond is dated later than September 1,
2002, such interest is payable semiannually on each March I and September I following such
date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity
or redemption prior to maturity at the designated corporate trust office in Dallas, Texas (the
"Designated Payment Office"), of The Chase Manhattan Bank, which is the "Paying
Agent/Registrar'' for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the
Paying Agent/Registrar at the close of business on the 15th day of the month next preceding such
interest payment date by check, dated as of such interest payment date, 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. Any accrued
interest due at maturity or upon redemption of this Bond prior to maturity as provided herein shall
be paid to the registered owner upon presentation and surrender of this Bond for redemption and
payment at the Designated Payment Office of the Paying Agent/Registrar. The Issuer covenants
with the registered owner of this Bond that no later than each principal payment and/or interest
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payment date for this Bond it will make available to the Paying Agent/Registrar from the Interest
and Sinking Fund as defined by the ordinance authorizing the Bonds (the "Ordinance") the
amounts required to provide for the payment, in immediately available funds, of all principal of and
interest on the Bonds, when due.
IN THE EVENT OF A NON-PAYMENT of interest on a scheduled payment date, and for
30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the Issuer. Notice of the Special Record Date and of the scheduled
payment date of the past due interest ("Special Payment Date", which shall be 15 days after the
Special Record Date) shall be sent at least five business days prior to the Special Record Date
by United States mail, first class postage prepaid, to the address of each registered owner of a
Bond appearing on the registration books of the Paying Agent/Registrar at the close of business
on the last business day next preceding the date of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
Designated Payment Office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized
to close; and payment on such date shall have the same force and effect as if made on the
original date payment was due. Notwithstanding the foregoing, during any period in which
ownership of the Bonds is determined only by a book entry at a securities depository for the
Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be
made in accordance with existing arrangements between the Issuer and the securities depository.
THIS BOND is one of a Series of Bonds of like tenor and effect except as to number,
principal amount, interest rate, maturity and option of redemption, authorized in accordance with
the Constitution and laws of the State of Texas, dated as of December 1, 2001, in the principal
amount of $11,340,000, for the purpose of refunding those obligations of the City designated in
the Ordinance as the "Refunded Bonds".
ON MARCH 1,2011, or on any date thereafter, the Bonds of this Series maturing on March
1, 2012 and thereafter may be redeemed prior to their scheduled maturities, at the option of the
Issuer, in whole, or in part, at par and accrued interest to the date fixed for redemption. The years
of maturity of the Bonds called for redemption at the option of the City prior to stated maturity shall
be selected by the City. The Bonds or portions thereof redeemed within a maturity shall be
selected by lot or other method by the Paying Agent/Registrar; provided, that during any period
in which ownership of the Bonds is determined only by a book entry at a securities depository for
the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate
are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be
selected in accordance with the arrangements between the Issuer and the securities depository.
THE BONDS are also subject to mandatory redemption in part by lot pursuant to the terms
of the Ordinance, on March 1,2005 with respect to Bonds maturing March 1, 2006, and on March
1, 2009 through 2011 with respect to Bonds maturing March 1, 2012 in the following years and
in the following amounts, at a price equal to the principal amount thereof and accrued and unpaid
interest to the date of redemption, without premium:
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Bonds maturinq March 1, 2006.
Year
Principal Amount
2005
2006
Bonds maturing March 1, 2012.
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2010
2011
2012
$ 105,000
$3,205,000*
$ 120,000
$ 120,000
$ 125,000
$ 125,000'
* Final Maturity
To the extent, however, that Bonds subject to sinking fund redemption have been previously
purchased or called for redemption in part and otherwise than from a sinking fund redemption
payment, each annual sinking fund payment for such Bond shall be reduced by the amount
obtained by multiplying the principal amount of Bonds so purchased or redeemed by the ratio
which each remaining annual sinking fund redemption payment for such Bonds bears to the total
remaining sinking fund payments, and by rounding each such payment to the nearest $5,000
integral; provided, that during any period in which ownership of the Bonds is determined only by
a book entry at a securities depository for the Bonds, the particular Bonds to be called for
mandatory redemption shall be selected in accordance with the arrangements between the City
and the securities depository.
AT LEAST 30 days prior to the date fixed for any such redemption (a) a written notice of
such redemption shall be given to the registered owner of each Bond or a portion thereof being
called for redemption by depositing such notice in the United States mail, first class postage
prepaid, addressed to each such registered owner at his address shown on the Registration
Books of the Paying Agent/Registrar and (b) notice of such redemption either shall be published
one (1) time in or posted electronically on the website of a financial journal or publication of
general circulation in the United States of America or the State of Texas carrying as a regular
feature notices of municipal bonds called for redemption; provided, however, that the failure to
send, mail, or receive such notice described in (a) above, or any defect therein or in the sending
or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the
redemption of any Bond, and the Ordinance provides that the provision 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 Bond. By the date fixed for any such redemption due provision shall be made
by the Issuer with the Paying Agent/Registrar for the payment of the required redemption price for
this Bond or the portion hereof which is to be so redeemed, plus accrued interest thereon to the
date fixed for redemption. If such notice of redemption is given, and if due provision for such
payment is made, all as provided above, this Bond, or the portion hereof which is to be so
redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and shall not
bear interest after the date fixed for its redemption, and shall not be regarded as being
outstanding except for the right of the registered owner to receive the redemption price plus
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accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds
provided for such payment. The Paying Agent/Registrar shall record in the Registration Books
all such redemptions of principal of this Bond or any portion hereof. If a portion of any Bond shall
be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the
same rate, in any denomination or denominations in any integral multiple of $5,000, at the written
request of the registered owner, and in aggregate principal amount equal to the unredeemed
portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation,
at the expense of the Issuer, all as provided in the Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the registered
owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like
aggregate principal amount of fully registered bonds, without interest coupons, payable to the
appropriate registered owner, assignee, or assignees, as the case may be, having the same
maturity date, and bearing interest at the same rate, in any denomination or denominations in any
integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee,
or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar at
its Designated Trust Office for cancellation, all in accordance with the form and procedures set
forth in the Ordinance. Among other requirements for such assignment and transfer, this Bond
must be presented and surrendered to the Paying Agent/Registrar, together with proper
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any
integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any
such portion or portions hereof is or are to be transferred and registered. The form of Assignment
printed or endorsed on this Bond may be executed by the registered owner to evidence the
assignment hereof, but such method is not exclusive, and other instruments of assignment
satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond
or any portion or portions hereof from time to time by the registered owner. The one requesting
such exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and
charges for exchanging any Bond or portion thereof. The foregoing notwithstanding, in the case
of the exchange of a portion of a Bond which has been redeemed prior to maturity, as provided
herein, and in the case of the exchange of an assigned and transferred Bond or Bonds or any
portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by
the Issuer. In any circumstance, any taxes or governmental charges required to be paid with
respect thereto shall be paid by the one requesting such assignment, transfer, or exchange as a
condition precedent to the exercise of such privilege. In any circumstance, neither the Issuer nor
the Paying Agent/Registrar shall be required (1) to make any transfer or exchange during a period
beginning at the opening of business 30 days before the day of the first mailing of a notice of
redemption of bonds and ending at the close of business on the day of such mailing, or (2) to
transfer or exchange any Bonds so selected for redemption when such redemption is scheduled
to occur within 30 calendar days.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to produce
the same effect.
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IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause
written notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series
of which it is a part, is duly authorized by law; that all acts, conditions and things required to be
done precedent to and in the issuance of this series of bonds, and of this Bond, have been
properly done and performed and have happened in regular and due time, form and manner as
required by law; that sufficient and proper provision for the levy and collection of taxes has been
made, which, when collected, shall be appropriated exclusively to the payment of this Bond and
the series of which it is a part; and that the total indebtedness of said City, including the entire
series of bonds of which this is one, does not exceed any constitutional, statutory or charter
limitation.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in
the official minutes and records of the governing body of the Issuer, and agrees that the terms and
provisions of this Bond and the Ordinance constitute a contract between each registered owner
hereof and the Issuer.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the Mayor of said City, and attested with the manual or facsimile signature of the City
Secretary, and the official seal of the Issuer has been duly affixed to, or impressed, or placed in
facsimile, on this Bond.
ATTEST:
XXXXXXXXXXXXXX
City Secretary Mayor
(SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the
proceedings adopted by the Issuer as described in the text of this Bond; and that this Bond has
been issued in conversion of and exchange for or replacement of a bond, bonds, or a portion of
a bond or bonds of an issue which originally was approved by the Attorney General of the State
of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
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Dated: THE CHASE MANHATTAN BANK,
Paying Agent/Registrar
By
Authorized Representative
-17-
FOR VALUE RECEIVED,
FORM OF ASSIGNMENT:
ASSIGNMENT
the undersigned hereby sells,
assigns and
transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
/ /
(Please print or typewrite name and address, including
zip code of Transferee)
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond 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.
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.
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FORM OF COMPTROLLER'S CERTIFICATE (ATTACHED TO
THE BONDS UPON INITIAL DELIVERY THEREOF)
OFFICE OF COMPTROLLER :
STATE OF TEXAS
REGISTER NO.
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required
by law, and that he finds that it has been issued in conformity with the Constitution and laws of
the State of Texas, and that it is a valid and binding obligation of the City of Corpus Christi, Texas,
payable in the manner provided by and in the ordinance authorizing same, and said Bond has this
day been registered by me.
WITNESS MY HAND and seal of office at Austin, Texas
(SEAL)
Comptroller of Public Accounts
of the State of Texas
The printer of the Series 2001A Bonds is hereby authorized to print on the Series 2001A Bonds
(i) the form of bond counsel's opinion relating to the Series 2001A Bonds, and (ii) an appropriate
statement of insurance furnished by a municipal bond insurance company providing municipal
bond insurance, if any, covering all or any part of the Series 2001A Bonds.
7. That a special fund or account, to be designated the "City of Corpus Christi, Texas
Series 2001A General Improvement Refunding Bonds Interest and Sinking Fund" (the "Interest
and Sinking Fund") is hereby created and shall be established and maintained by the City at its
official depository bank. The Interest and Sinking Fund shall be kept separate and apart from all
other funds and accounts of the City, and shall be used only for paying the interest on and
principal of the Series 2001A Bonds. All taxes levied and collected for and on account of the
Series 2001A Bonds shall be deposited, as collected, to the credit of the Interest and Sinking
Fund. During each year while any of the Series 2001A Bonds is outstanding and unpaid, the City
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Council of the City shall compute and ascertain the rate and amount of ad valorem tax, based on
the latest approved tax rolls of the City, with full allowances being made for tax delinquencies and
costs of tax collections, which will be sufficient to raise and produce the money required to pay
the interest on the Series 2001A Bonds as such interest comes due, and to provide a sinking fund
to pay the principal of the Series 2001A Bonds as such principal matures, but never less than 2%
of the original principal amount of the Series 2001A Bonds as a sinking fund each year. Said rate
and amount of ad valorem tax is hereby ordered to be levied and is hereby levied against all
taxable property in the City for each year while any of the Series 2001A Bonds is outstanding and
unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited
to the credit of the Interest and Sinking Fund. The ad valorem taxes necessary to pay the interest
on and principal of the Series 2001A Bonds, as such interest comes due, and such principal
matures, are hereby pledged for such purpose, within the limit prescribed by law. There shall be
appropriated from the General Fund of the City for deposit into the Interest and Sinking Fund
moneys as may be necessary to pay the first scheduled interest payment on the Series 2001A
Bonds.
8. (a) In the event any outstanding Series 2001A Bond is damaged, mutilated, lost, stolen,
or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new
bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost,
stolen, or destroyed Series 2001A Bond, in replacement for such Series 2001A Bond in the
manner hereinafter provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Series
2001A Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or
destruction of a Series 2001A Bond, the applicant for a replacement bond shall furnish to the City
and to the Paying Agent/Registrar such security or indemnity as may be required by them to save
each of them harmless from any loss or damage with respect thereto. Also, in every case of loss,
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theft, or destruction of a Series 2001A Bond, the applicant shall furnish to the City and to the
Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such
Series 2001A Bond, as the case may be. In every case of damage or mutilation of a Series
2001A Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the
Series 2001A Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions of this Section, in the event any such Series
2001A Bond shall have matured, and no default has occurred which is then continuing in the
payment of the principal of, redemption premium, if any, or interest on the Series 200 lA Bond, the
City may authorize the payment of the same (without surrender thereof except in the case of a
damaged or mutilated Series 2001A Bond) instead of issuing a replacement Series 2001A Bond,
provided security or indemnity is furnished as above provided in this Section.
(d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge
the owner of such Series 2001A Bond with all legal, printing, and other expenses in connection
therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of
the fact that any Series 2001A Bond is lost, stolen, or destroyed shall constitute a contractual
obligation of the City whether or not the lost, stolen, or destroyed Series 2001A Bond shall be
found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this
Ordinance equally and proportionately with any and all other Series 2001A Bonds duly issued
under this Ordinance.
(e) In accordance with Chapter 1206, Texas Government Code, this Section of this
Ordinance shall constitute authority for the issuance of any such replacement bond without
necessity of further action by the governing body of the City or any other body or person, and the
duty of the replacement of such bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, subject to the conditions imposed by this Section 8 of this Ordinance, and the
Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with
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the effect, as provided in Section 5(d) of this Ordinance for Series 2001A Bonds issued in
exchange for other Series 2001A Bonds.
9. That the City Manager of the City is hereby authorized to have control of the Series
2001A Bonds and all necessary records and proceedings pertaining to the Series 2001A Bonds
pending their delivery and their investigation, examination and approval by the Attorney General
of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of
Texas. Upon registration of the Series 2001A Bonds, the Comptroller of Public Accounts (or a
deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's
Registration Certificate accompanying the Series 2001A Bonds, and the seal of said Comptroller
shall be impressed, or placed in facsimile, on each such certificate.
10. That the sale of the Bonds to Banc One Capital Markets, Inc., as representative for
the underwriters named in the hereinafter defined Purchase Contract (the "Underwriters"), at the
purchase price described in the bond purchase agreement between the City and the Underwriters
(the "Purchase Contract"), is hereby authorized, ratified and confirmed. One Bond in the principal
amount maturing on each maturity date as set forth in the Purchase Contract shall be delivered
to the Underwriters, and the Underwriters shall have the right to exchange such bonds as provided
in Section 5 hereof without cost. The Purchase Contract setting forth the terms of the sale of the
Bonds to the Underwriters, in substantially the form attached to this Ordinance, is hereby
accepted, approved and authorized to be delivered in executed form to the Underwriters. The
Mayor or the City Manager is hereby authorized to execute and deliver the Purchase Contract on
behalf of the City. The "Official Statement" prepared in connection with the sale of the Bonds, in
substantially the form attached to this Ordinance, is hereby accepted, approved and authorized
to be delivered in executed form to the Underwriters. The use of the "Preliminary Official
Statement" prepared in connection with the sale of the Bonds is hereby ratified.
11. That the Issuer covenants to take any action to assure, or refrain from any action
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which would adversely affect, the treatment of the Series 2001A Bonds as obligations described
in section 103 of the Internal Revenue Code of 1986 (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 Issuer covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds
of the Series 2001A Bonds or the projects financed therewith (less amounts deposited to
a reserve fund, if any) are used for any "private business use," as defined in section
141(b)(6) of the Code or, if more than 10 percent of the proceeds are so used, that
amounts, whether or not received by the Issuer, 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 Series 2001A Bonds, in contravention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Series 2001A
Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if
any) then the amount in excess of 5 percent is used for a "private business use" which is
"related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code,
to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser
of $5,000,000, or 5 percent of the proceeds of the Series 2001A Bonds (less amounts
deposited into a reserve fund, if any) is directly or indirectly used to finance loans to per-
sons, other than state or local governmental units, in contravention of section 141(c) of the
Code;
(d) to refrain from taking any action which would otherwise result in the Series
2001A Bonds being treated as "private activity bonds" within the meaning of section 141 (b)
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of the Code;
(e) to refrain from taking any action that would result in the Series 2001A Bonds
being "federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Series 2001A
Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indi-
rectly, 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 Series 2001A Bonds, other than
investment property acquired with --
(1) proceeds of the Series 2001A Bonds invested for a reasonable
temporary period of $ years or less until such proceeds are needed for the purpose
for which the bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
($) 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 Series 2001A Bonds;
(g) to otherwise restrict the use of the proceeds of the Series 200 lA Bonds or
amounts treated as proceeds of the Series 2001A Bonds, as may be necessary, so that
the Series 2001A Bonds do not otherwise contravene the requirements of section 148 of
the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code
(relating to advance refundings); 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 Series 2001A Bonds) 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
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Series 2001A Bonds have been paid in full, 100 percent of the amount then required to
be paid as a result of Excess Earnings under section 148(0 of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term
"proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case
of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended
prior to the date of the issuance of the Bonds. It is the understanding of the Issuer that the
covenants contained herein are intended to assure compliance with the Code and any regulations
orrulings promulgated bythe U.S Department oftheTreasurypursuantthereto. Intheeventthat
regulations or rulings are hereafter promulgated which modify or expand provisions of the Code,
as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained
herein to the extent that such failure to comply, in the opinion of nationally-recognized bond
counsel, will not adversely affect the exemption from federal income taxation of interest on the
Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated which impose additional requirements which are applicable to the Bonds, the Issuer
agrees to comply with the additional requirements to the extent necessary, in the opinion of
nationally-recognized bond counsel, to preserve the exemption from federal income taxation of
interest on the Bonds under section 103 of the Code. In furtherance of the foregoing, the Mayor,
the City Manager, any Assistant City Manager, and the Director of Financial Services may execute
any certificates or other reports required by the Code and to make such elections, on behalf of the
City, which may be permitted by the Code as are consistent with the purpose for the issuance of
the Bonds.
In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby
established by the City for the sole benefit of the United States of America, and such Rebate Fund
shall not be subject to the claim of any other person, including without limitation the registered
owners of the Bonds. The Rebate Fund is established for the additional purpose of compliance
-25-
with section 148 of the Code.
12. That the City covenants that the property financed with the proceeds of the Refunded
Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by the City
of cash or other compensation, unless the City obtains an opinion of nationally-recognized bond
counsel substantially to the effect that such sale or other disposition will not adversely affect the
tax-exempt status of the Bonds. For purposes of this Section, the portion of the property
comprising personal property and disposed of in the ordinary course of business shall not be
treated as a transaction resulting in the receipt of cash or other compensation. For purposes of
this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of
nationally-recognized bond counsel to the effect that such failure to comply will not adversely
affect the excludability for federal income tax purposes from gross income of the interest.
13. (a) Definitions. That 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 2001A, financial information
and operating data with respect to the City of the genera~ type included in the final Official
Statement authorized by Section 10 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
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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 becomes 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) Matedal 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 Series 2001A Bonds,
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 difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Series
2001A Bonds;
7. Modifications to rights of holders of the Series 2001A Bonds;
8. Series 2001A Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Series
2001A Bonds; and
11. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any
-27-
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 Series 2001A Bonds within the meaning of the
Rule, except that the City in any event witl give notice of any deposit made in accordance with this
Ordinance or applicable law that causes any Series 2001A Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Series 2001A Bonds, 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 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 Series 2001A Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY SERIES 2001A BOND 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 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
-28-
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 Series
2001A Bonds in the primary offedng of the Series 2001A Bonds 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 holders 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 Series 2001A Bonds consent to such amendment or (b)
a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines
that such amendment will not materially impair the interest of the holders and beneficial owners
of the Series 2001A Bonds. 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
Series 2001A Bonds in the primary offering of the Series 2001A Bonds.
14. That the Series 2001A Bonds initially shall be issued and delivered in such manner
that no physical distribution of the Series 2001A Bonds will be made to the public, and The
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Depository Trust Company ("DTC"), New York, New York, initially will act as depository for the
Series 2001A Bonds. DTC has represented that it is a limited purpose trust company incorporated
under the laws of the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended, and
the City accepts, but in no way verifies, such representations. The Series 2001A Bonds initially
authorized by this Ordinance shall be delivered to and registered in the name of CEDE & CO., the
nominee of DTC. It is expected that DTC will hold the Series 2001A Bonds on behalf of the
Purchaser and its participants. So long as each Series 2001A Bonds is registered in the name
of CEDE & CO., the Paying Agent/Registrar shall treat and deal with DTC the same in all respects
as if it were the actual and beneficial owner thereof. It is expected that DTC will maintain a book-
entry system which will identify ownership of the Series 2001A Bonds in integral amounts of
$5,000, with transfers of ownership being effected on the records of DTC and its participants
pursuant to rules and regulations established by them, and that the Series 2001A Bonds initially
deposited with DTC shall be immobilized and not be further exchanged for substitute Series
2001A Bonds except as hereinafter provided. The City is not responsible or liable for any
functions of DTC, will not be responsible for paying any fees or charges with respect to its
services, will not be responsible or liable for maintaining, supervising, or reviewing the records of
DTC or its participants, or protecting any interests or rights of the beneficial owners of the Series
2001A Bonds. It shall be the duty of the DTC Participants, as defined in the Official Statement
herein approved, to make all arrangements with DTC to establish this book-entry system, the
beneficial ownership of the Series 2001A Bonds, and the method of paying the fees and charges
of DTC. The City does not represent, nor does it in any way covenant that the initial book-entry
system established with DTC will be maintained in the future. Notwithstanding the initial
establishment of the foregoing book-entry system with DTC, if for any reason any of the originally
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delivered Sedes 2001A Bonds is duly filed with the Paying Agent/Registrar with proper request
for transfer and substitution, as provided for in this Ordinance, substitute Series 2001A Bonds will
be duly delivered as provided in this Ordinance, and there will be no assurance or representation
that any book-entry system will be maintained for such Series 2001A Bonds. In connection with
the initial establishment of the foregoing book-entry system with DTC, the City heretofore has
executed a "Blanket Letter of Representations" prepared by DTC in order to implement the book-
entry system described above.
15. (a) Deemed Paid. Any Series 2001A Bond and the interest thereon shall be deemed
to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this
Ordinance, except to the extent provided in subsection (e) of this Section, when payment of the
principal of such Series 2001A Bond, 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 in accordance
with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment
(1) lawful money of the United States of America sufficient to make such payment or
(2) Defeasance Securities that mature as to principal and interest in such amounts and at such
times as will insure the availability, without reinvestment, of sufficient money to provide for such
payment, and when proper arrangements have been made by the City with the Paying
Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due
and payable. At such time as a Series 2001A Bond shall be deemed to be a Defeased Bond
hereunder, as aforesaid, such Series 2001A Bond and the interest thereon shall no longer be
secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein
levied and pledged as provided in this Ordinance, and such principal and interest shall be payable
solely from such money or Defeasance Securities. Upon entering into the Future Escrow
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Agreement with respect to any such Certificates of Obligation so defeased, such Certificates of
Obligation shall no longer be outstanding for any purpose except for right of payment, and all
rights of the City to take any other action amending the terms of such Certificates of Obligation
shall be extinguished.
(b) Investments. Any moneys so deposited with the Paying Agent/Registrar may at the
written direction of the City be invested in Defeasance Securities, maturing in the amounts and
times as hereinbefore set forth, and all income from such Defeasance Securities received by the
Paying Agent/Registrar that is not required for the payment of the Certificates of Obligation 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. Any Future Escrow Agreement pursuant
to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds
may contain provisions permitting the investment or reinvestment of such moneys in Defeasance
Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in subsection (a)(i) or (ii) above. All income from such Defeasance
Securities received by the Paying Agent/Registrar which is not required for the payment of the
Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to
the City or deposited as directed in writing by the City.
(c) Selection of Defeased Bonds. In the event that the City elects to defease less than all
of the principal amount of Certificates of Obligations of a maturity, the Paying Agent/Registrar shall
select, or cause to be selected, such amount of Certificates of Obligations by such random
method as it deems fair and appropriate.
(d) Defeasance Obligations. The term "Defeasance Securities" means (i) direct, noncallable
obligations of the United States of America, including obligations that are unconditionally
guaranteed by the United States of America, (ii) noncallable obligations of an agency or
instrumentality of the United States of America, including obligations that are unconditionally
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guaranteed or insured by the agency or instrumentality and that, on the date of the purchase
thereof are rated as to investment quality by a nationally recognized investment rating firm not less
than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and that, on the date
the governing body of the City adopts or approves the proceedings authorizing the financial
arrangements are rated as to investment quality by a nationally recognized investment rating firm
not less than AAA or its equivalent.
(e)ContinuingDutyofPayingAgent/Registrar. Until all Certificates of Obligation defeased
under this Section of this Ordinance shall become due and payable, the Paying AgentJRegistrar
for such Certificates of Obligation shall perform the services of Paying Agent/Registrar for such
Certificates of Obligation the same as if they had not been defeased, and the City shall make
proper arrangements to provide and pay for such services.
16. That the City hereby finds that the refunding of the Refunded Bonds will result in a net
present value savings of $788,085 and a gross savings of $833,928.75.
17. That concurrently with the delivery of the Bonds the City shall cause to be deposited
with the Escrow Agent (as named in the Escrow Agreement), from the proceeds from the sale of
the Bonds and other available moneys of the City, all as described in the letter of instructions
referred to in Section 19 hereof, an amount sufficient to provide for the refunding of the Refunded
Bonds in accordance with Chapter 1206, Texas Government Code. The City Manager and City
Secretary are hereby authorized, for and on behalf of the City, to execute the Escrow Agreement
to accomplish such purposes, in substantially the form and substance attached to this Ordinance.
18. That the City hereby determines that, subject to the delivery of the Bonds, the
Refunded Bonds shall be called for redemption on the respective redemption dates set forth in
Schedule I, at the applicable redemption price to the date fixed for redemption as provided in
Schedule I, all in accordance with the applicable provisions of the ordinances authorizing their
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issuance. The City Manager or the designee thereof shall take such actions as are necessary to
cause the required notice of redemption to be given in accordance with the terms of the respective
ordinances for the Refunded Bonds called for redemption.
19. That the proceeds from the sale of the Bonds shall be used in the manner described
in the letter of instructions, as the Mayor, the City Manager, or the Director of Financial Services
of the City may execute on behalf of the City. The foregoing notwithstanding, proceeds
representing accrued interest and premium on the Bonds shall be deposited to the credit of the
Interest and Sinking Fund.
20. That the findings set forth in the preamble to this Ordinance are hereby incorporated
into the body of this Ordinance and made a part hereof for all purposes.
21. That all ordinances and resolutions or parts thereof in conflict herewith are hereby
repealed.
22. That the Mayor, the City Secretary or Assistant City Secretary, the City Manager, the
Director of Financial Services and all other officers, employees, and agents of the City, and each
of them, shall be and they are hereby expressly authorized, empowered, and directed from time
to time and at any time to do and perform all such acts and things and to execute, acknowledge,
and deliver in the name and under the seal and on behalf of the City all such instruments, whether
or not herein mentioned, as may be necessary or desirable in order to carry out the terms and
provisions of this Ordinance, the Bonds, the Escrow Agreement, the Purchase Contract, the
offering documents prepared in connection with the sale of the Bonds, or the Paying
Agent/Registrar Agreement. In case any officer whose signature appears on any Bond shall
cease to be such officer before the delivery of such Bond, such signature shall nevertheless be
valid and sufficient for all purposes the same as if he or she had remained in office until such
delivery.
23. That on request of the Mayor to find and declare an emergency due to the immediate
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need for the efficient and effective administration of City affairs by authorizing the issuance of the
above-mentioned Series 2001A Bonds, such finding of an emergency is hereby specifically made
and declared, requiring suspension of the Charter rule as to consideration and voting upon
ordinances or resolutions at two regular meetings so that this Ordinance be passed and take
effect upon first reading.
24. That 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.
[EXECUTION PAGE FOLLOWS]
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ADOPTED this March 20, 2001.
ATTEST:
City Secretary,
City of Corpus Christi, Texas
APPROVED AS TO FORM AND LEGALITY:
(SEAL)
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Exhibit A
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 13 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:
The information of the general type included in Appendix A under the headings "DEBT
PAYABLE FROM TAXES", "GENERAL REVENUES" and "AD VALOREM TAXES".
Appendix C to the Official Statement, "Excerpts from the Annual Financial Report of the
City of Corpus Christi, Texas for the Fiscal Year Ended July 31, 2000".
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.
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SCHEDULE I
Table of Refunded Bonds
(1) Hotel Occupancy Tax Certificates of Obligation, Series 1992:
Interest Par
Maturity Date Rate (%) Amount(S)
03/01/2003 6.400 75,000
03/01/2004 6.500 75,000
03/01/2005 6.550 90,000
03/01/2006 6.600 175,000
03/01/2007 6.650 200,000
03/01/2012 6.700 585,000
(2) General Improvement and Refunding Bonds, Series 1992
03/01/2006 6.600 2,870,000
03/01/2007 6.650 4,045,000
03/01/2008 6.700 2,975000
Call Date
03/01/2002
03/01/2002
03/01/2002
03/01/2002
03/01/2002
03/01/2002
03/01/2002
03/01/2002
03/01/2002
Call Price
100.00
100.00
I00.00
100.00
100.00
100.00
100.00
100.00
100.00
THE STATE OF TEXAS
COUNTIES OF NUECES AND SAN PATRICIO
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
20th day of March, 2001, authorizing the issuance of $11,340,000 General Improvement
Refunding Bonds, Series 2001-A (December Delivery), 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 20th day of March,
2001.
(SEAL)
City Secretary, City of Corpus
Christi, Texas
Corpus Christi, Texas
~-%~?~'Day of '?~/_,~xa ~J~T. 20 ~t
TO THE MEMBERS OF THE CITY COUNCIL
Corpus Christi, Texas
For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring
suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: l/we,
therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is
introduced, or at the present meeting of the City Council.
Respectfully,
Respectfully,
City of Corpus Christi
Council Members
The above ordinance was passed by the following vote:
Samuel L. Neal, Jr.
Javier D. Colmenero
Melody Cooper
Henry Garrett
Dr. Arnold Gonzales
Rex A. Kinnison
Betty Jean Longoria
John Longoria
Mark Scott