HomeMy WebLinkAbout025045 RES - 10/08/2002 RESOLUTION APPROVING THE RESOLUTION
AUTHORIZING THE ISSUANCE OF BONDS BY THE
CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION
AND THE EXECUTION OF A PROJECT AGREEMENT, AND
A BOND PURCHASE AGREEMENT
WITH RESPECT TO THE ARENA PROJECT
WHEREAS, Corpus Christi Business and Job Development Corporation (the "Corporation")
was created under the auspices of the City of Corpus Christi, Texas (the "City"); and
WHEREAS, the Corporation heretofore has issued, and the City approved the issuance of,
its Sales Tax Revenue Notes, Taxable Series 2001 (Arena Project) (the "Series 2001 Notes"), for the
purpose of paying the costs of acquiring land and other related costs to the development of the
"Arena Project"; and
WHEREAS, the Corporation by resolution adopted October 7, 2002 authorized the issuance
of the hereinafter described bonds for the purposes described in said resolution; and
WHEREAS, it is deemed necessary and advisable that this Resolution be adopted.
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI THAT:
Section 1. The resolution (the "Resolution") adopted by the Corporation, in substantially the
form and substance as attached to this Resolution and made a part hereof for all purposes, is hereby
approved, and sales tax revenue bonds in the principal amount not to exceed $50,000,000 (the
"Bonds"), may be issued for the purpose of refunding the Series 2001 Notes, paying the costs of
issuance incurred in connection with the sale of the Bonds, and providing all or a portion of the cost
of the project as specified in the Resolution (the "Project") for use by the City, which Project is in
compliance with the Development Corporation Act of 1979, as amended; and said Resolution, Bonds
and Project are hereby approved.
Section 2. The "Project Agreement" between the City and the Corporation, in substantially
the form and substance as attached to this Resolution and made a part hereof for all purposes, is
hereby approved and the City Manager and the City Secretary are hereby authorized to execute,
attest, seal and deliver the Project Agreement.
Section 3. The "Bond Purchase Agreement" between the Corporation and the underwriters
named therein, in substantially the form and substance as attached to this Resolution and made a part
hereof for all purposes, is hereby approved.
RESOLUTION AUTHORIZING THE ISSUANCE OF BONDS; AND
APPROVING AND AUTHORIZING THE EXECUTION OF
A BOND PURCHASE AGREEMENT AND OTHER MATTERS
RELATED TO THE ISSUANCE OF THE BONDS
THE STATE OF TEXAS
CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION §
WHEREAS, at an election held on November 7, 2000, a majority of the citizens of the City of
Coq0us Christi (the "City") voting at the election authorized the C~ to levy a sales and use tax on the
receipts at retail of taxable items within the City at a rate of one-eighth of one percent for the promotion
and development of mi multi-purpose municipal ~ (the "Arena") and for maintenance and opemling
costs of the Arena for the life thereof, to be imposed for 25 years a~ the rote of one-eighth of one percent;
and
WHEREAS, the City Council ofthe City levied said sales and use tax pursuant to an ordinance
adopted on November 14, 2000; and
WHEREAS, pursuant to the provisions of the Development Corporation Act of 1979, Article
5190.6, V.A.T.C.S, as amended (the "Act"), particularly Section 4A thereof, the City created the Corpus
Christi Business and Job Developmem Corporation (the "Issuer'), a nonstock, nonprofit industrial
development corporation created to act on behalf of the City to satis~ the public purposes set forth in the
Act, specifically the putlxw~e of promoting and encoumg~ employment and the public welPare, and the
undemking of cemin public iiiipgovements in accordance with the Act; and
WHEREAS, in accordance wi~h the terms of the Act, the ISsuer heretofore sold and delivered its
Corpus Christi Business and Job Development Corporation Sales Tax Revenue Note, Taxable Series 2001
(Arena Project), cu~,~,,ay outstanding in the aggregate principal mount of $5,000,000 (the "Series 2001
Note"); and
WHEREAS, in connection with the issuance of the Series 2001 Note, the Issuer and the City
executed and delivered a Sales Tax Remittance Agmem~ dated as of August 1, 2001 (the "Transfer
Ag~ement") and a Project Agreement, dated as of August 1, 2001 (the "Project Agreement"); and
WHEREAS, concu.~u'dy with the adoption of this Resolution the Issuer and the City shall enter
into an amendmem to the Project Agreement to evidence the expansion of the "Project" (as such term is
used in the Project Agreement) to include lhe constmctioth improvement aad equipping ofltle Arena and
WHEREAS, the Transfer Agreement is in full force and effect, and has not been amended since
the date of delivery of the Series 2001 Note, effectively converting interim financing into long-term
permanent financing; and
WHEREAS, the Board of Directors of the Issuer desires, pursuant to authority granted by the Act,
to refund the outstanding Series 2001 Note; and
WHEREAS, the Issuer has received from the owner of the Series 2001 Note a written waiver of
the notice requirements for the prior redemption of the Series 2001 Note as are sec forth in the resolution
authorizing the issuance oftbe Series 2001 Note; and
WHEREAS, except as otherwise noted in this Resolution, capitalized temas shall have the meanings
ascribed thereto in Section 6 of this Resolution; and
WHEREAS, the Board of Directors of the Issuer further finds it necessary and advisable to
autherize the issuance of the hereinafter described bonds in pm for the pm'pose of paying the costs of
const~cting, i~iip~oving and equipping the Arena, as further described in this Resol~on.
THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS
CHRISTI BUSINESS AND JOB DEVELOPlVIENT CORPORATION THAT:
Section 1. AMOUNT ANDPURPOSE OF THE BONDS. The bonds of the Issuer are hereby
authorized to be issued and delivered pursuant to and in accordance with the Act, in an aggregate principal
amount not to exceed $50,000,000 for the puq~ose of (i) ennstruoting, equipping, operating and
mahl~llin~ or causing to be acquired, constructed, equipped, operated and maintained the Project, (ii)
l~efunding the Series 2001 Note, and (iii) paying other costs associated with the purposes described in
clauses (i) and (ii), for the specific purpose of the promotion and encoumgeraant of employment and the
public welfare.
Section 2. DESIGNATION OF THE BONDS. Each bond issued pumuant to this Resolution
shallbe designated: "CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION
SALES TAX REVENUE REFUNDING AND IMPROVEMENT BOND, SERIES 2002 (ARENA
PROJECT)", and there shall be issued, sold, and delivered he~nder fully registered bonds, without
interest coupons, in the denomination of $5,000 each or any integral multiple thereof, numbered
consecutively from R-1 upward, payable to the initial registered owner thereof designated in Section 30
of this Resolution, or to the registered assignee or assignees of any of said bonds (in each case, the
"registered owner'), and payable serially or otherwise on the dates, in the years and in the principal
amounts, respectively, and dated, all as set forth in the Purchase Agreement.
Section 3. INTEREST. The Bonds shall bear interest calculated on the basis of a 360-day year
composed oftwelve 30-day months from the dates specified in the FORM OF BOND to their respective
dates of maturity at the rates set forth in the Purchase Agreement Interest on the Bonds shall be payable
on the dates as set forth in the Purchase Agreement, until the maturity or print redemptinn of ~e B~.
Section4. CHARACTERISTICS OF THE BONDS. (a) ~. The Issuer
shall keep or cause to be kept at the designated corporate trust office in Dallas, Texas (the "Designated
Trust Office") of JPMorgan Chase Bank (the "Paying Agent/Registrar"), books or records for the
registration of the transfer and exchange of the Bonds (the "Registration Books"), and the Issuer hereby
appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and
make such ragislrations of lransfers and exchanges under such reasonable regulations as the Issuer and
Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the
Rcgislration Books the address of the registered owner of each Bond to which payments with respect to
the BOnds shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the
Paying AgenffRagisuar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. To the extent possffie and under
reasonable circurrkqtances, all tramtL~s of Bonds shall be made within three business days atter request and
presentation thereof. The Issuer shall have the fight ~o 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 penuit their inspection by
any other entity. Registration of each Bond may be transferred in the Registration Books only upon
presentation and ~runeader of such Bond to the Paying Agent/Registrar for excha%~e or transfer of
registration and cancellation, together with proper written insmauents of assignment, in form and with
guarantee of signatures satisfactory to the Paying Agent/Re~, (i) evidencing the assignment of the
Bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and
(ii) the right of such assignee or assignees to have the Bond or any such portion thereof registered in the
name of such assignee or assignees. A form of assignment shall be printed or endorsed on each Bond
which shall be executed by the registered owner or its duly authorized attomc, y or representative to
evidence an assignment thereof. Upon sunvnder of any Bonds or any portion or portions thereof for
exchange or mmsfer of regi~afion, an authorized rodre~naative of the Paying AgenffRagislxar shall make
such exchan~ or mmsfer in the Registration Books, and nhall make notation of such exchange or transfer
in the Aasir~aaent section appexrin~ on each Bond to the assignee. The Issuer shall pay the Payin~
Agent/Registrars standard or customary fees and charges for malting such transfer and delivery but the one
requesting exchange or such transfer shall pay any taxes or other governmental charges required to be paid
with respect thereto. The Paying Agent/R~sm~ shall not be required to make exchange or transfers of
registration of any Bend or any portion thereof(i) during the period amanencing with the close of business
on any Record Date and ending with the opening of business on the next following laincipal or interest
payment date, or, (ii) with respect to any Bond or any portion thereof called for redemption prior to
maturity, within 45 days prior to its redemption date. As used herein, the term '~RecordDate" shall mean
the 15th day of the month preceding an interest payment date.
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(b) Qg~llllthill.llf~l~. The entity in whose name any Bond shall be registered in the
Registration Books at any time shall be deemed and ~eated as the absolute owner thereof for all proposes
of this Resolution, whether or not such Bond shall be overdue, mad the Issuer and the Paying
AgentYRegislsm shall not be affected by any notice to the contxary; and payment of, or on account of, the
prhicipal 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 satisfiy and discharge the liability upon such Bond to the
extent of the sum or sums so paid.
(c) Payment of th'ine'_mal of Bonds and Ir~erest. The Issuer hereby fmther appoints the Paying
Agent/~gistrar to act as the paying agent for paying the principal of and interest on the Bonds, and to act
as its agent to convert and exchange or replace Bonds, all as provided in this Resolution. The Paying
Agent/RegisUar shall keep proper records of all payments made by the Issuer and the Paying
Agnn~e~ with re~pect to the Bonds, and of all uansfers and exchanges of Bonds, and all
replacements of Bonds, as provided in this Resolution.
(d) Replacement of Bonds: Authenficatio~ Each Bond issued and delivered pursuant to this
Resolution may be replaced as provided in this Section and Section 25 of this Resolution. If any Bondis
replaced, lhe substitute Bond issued in ~placement for such Bond thereof shall he in the denomination of
any integral multiple of $5,000 and have a p~ htcipal maturity date cotmspondlng to the malmity dam of the
principal of the Bond it is replacing; and each such Bond shall bear interest at the rate applicable to and
borne by the Bond it is replacing. The Paying Agent/Reg/strar shall replace Bonds as provided herein, and
each fully registered bond delivered in replacement of any Bond as l~aufitted or required by any provision
of this Resolution shall constitute one of the Bonds for all purposes of this Resolution, and may again be
replaced. Each Bond issued and delivered pumuant to this Resolmion is not required to be, and shall not
be, authenticated by the Paying A~nt/Registrar, but on each Bond issued in replacement of any Bond or
Bonds issued under this Resolution, them shall be pfiai~d a "PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERI'IIqCATE" (the "Authentication Cer tificate'% in subsumfially the form set furda
in the FORM OF BOND. An authorized representative of the Paying Agent/Registrar shall, before the
delivery of any such Bond, da~e and manually sign the Authentication Certificate, and no such Bond shall
be deemed to be issued or outstanding unless the Authentication Certificate is so executed. The Payin~
Agent/Reg~has promptly shall cancel all Bonds, if any, surrendered for replacement. No additional
resolutions, orders, or resolutions need be passed or adopted by the governing body ofthe Issuer or any
other body or person so as to accomplish the foregoing replacement of any Bond or portion thereof, and
the Paying Agent/Registrar shall provide for the printing, execution, and deliveay of the substitute Bonds
in the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty of
replacement of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of the Authenticalion Certificate, the subttdmte Bond shall be valid, incontestable, and enforceable
in the same manner and with the same effect as the Bond which originally was issued pursuant to this
Resolution, approved by the Attorney General, and registered by the Coi~ouuller of Public Accounts.
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(e) ~Gen~ TheBondseriginallyissuedhereunderandallBoudsissuedinmplaeementofany
Bond (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest
on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed pfior to their
scheduled num~es, (iii) may be exchanged for other Bonds (iv) may be Irons f~red and assigned, (v) shall
have the characteristics, (vi) shall be signed and sealed, and (vii) the pt h~cipal of and interest on the Bonds
shall be payable, all as provided, and in the rammer required or indicated, in the FORM OF BOND,
consistent with the provisions of the Purchase Agreement
(f) Payment of Fees and Charges. The Issuer hereby covenants with the registered owners of the
Bonds that it will pay the reasonable standard or customary fees and charges of the Paying AgenfRegistmr
for its services with respect to the payment of lhe pth~cipal of and interest on the Bonds, when due.
(g) Substitute Paying _Agem/Regi_'strar. The Issuer covenants with the registexed owners of the
Bonds that at all times while the Bonds are outstanding the Issuer will provide a coi,i},etent and legally
qualified bank, lrust company, financial insfitation, or other agency to act as and perform the services of
Paying Agem/Registrar fer the Bonds under this Resolution, and that the Paying AgenVRegimar will be one
enthy. At the time of its appointment, any successor Paying Agent/Registrar shall have a capital stock and
surplus aggregating not less than $25,000,000. The Issuer rascrves the fight to, and may, at its option,
clumge the Paying Agent/Registrar upon not less than 120 days written notice to the Paying
A~nrffRegistmr, to be effective not later than 60 days pfior to the next principal or interest payment date
atter such notice. In the event that the entity at any time acting as Paying AgenVRegis~ (or its successor
by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer
covenants that promptly it will appoint a competent and legally qualified bank, In,st company, financial
institution, or other agency to act as Paying Agent/Registrar under this Resolution. Upon any change in the
Paying Agent/Registrar, the previous Paying Agcol/Registrer promptly shah lransfer and deliver the
Bonds, to the new Payin~ Agent/Registrar designated and appointed by thc Issuer. Upon any change in
the Paying Agent/Registrar, thc Issuer promptly will cause a written notice thereof to be sent by the new
Paying .agent/Regis[tm to each registered owner of the Bonds, by United States mail, first class postage
prepaid, which notice also shall give the address ortho new Paying Agent/Regis~. By accepting thc
position and performing as such, each Paying Asou'u~,egistrar shall be deemed to have agreed to the
provisions of this Resolution, and a certified copy of this Resolution shall be delivered to each Paying
Ca) Book-Entry Only System. The Bonds issued in exchange for the Bonds Mifi'"'""~y issued to the
Underwriters slxall be initi3-------lly issued in the frnm of a separate single fully registered Bond for each of the
maturities thereof. Upon ~ issuance, the owne~ip of each such Bond shall be registered in the nmae
of Cede & Co., as nominee of The Depository Trust Company of New York ("DTC"), and except as
provided in Section 30 hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co.,
as nominee of DTC.
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With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer ~md
the Paying Agent/Regist~ shall have no responsibility or obligation to any securities brokers and dealers,
banks, trust companies, clearing coqoorations and certain other organi?ations on whose behalf DTC was
created ("DTC Participant") to hold secm'ifies to facilitate the clearance and settlement of securities
transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds
an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of
DTC, Cede & Co. or any DTC Participant with respect to any ownetabip interest in the Bonds, (ii) the
delivery to any DTC Participant or any other person, other than a registered owner of Bonds, as shown
on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC
Pgticipant or any other person, other than a registered owner of Bonds, as shown in the Registration
Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other
provision of this Resolution to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to
l~eat and consider the person in whose name each Bond is registered in the Registration Books as the
absolute owner of such Bond for the purpose of payment of principal and interest with respect to such
Bond, for the purpose of registe~;,~g transfem with respect to such Bond, and for all other proposes
whatsoever. Ihe Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon
the order of the registered owners, as shown in the Registration Books as provided in this Resolution, or
their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to
ftfly satisfy and discharge the Issuers obligations with respect to payment of principal of and interest on
the Bonds to the extent ofthe sum or sums so paid. No person other than a registered owner, as shown
in the Regi~utaion Books, shall receive a Bond cenilieate evidencing the obligation of the Issuer to make
payments of principal and interest pursuant to this Resolution. Upon delivery by DTC to the Payin4
Agent/Registrar of written notice to the eff~ that DTC has determined to substitute a new nominee in place
of Cede & Co., and subject to the provisions in this Resolution with respect to interest checks being mailed
to the regist~mxl owner at the close of business on the Record Date, the words "Cede & Co." in this
Resolution shall refer to such new nominee of DTC. The Issuer heretofore has executed a "Blanket Letter
of Representations'' in the form prescribed by DTC, with respect to the book-onmy only system.
(i) Successor Securities Depository_: Tran.qfols O~rmida Book-Entry Only Syste~n. In the event that
the Issuer det~mfines that DTC is incapable of discharging its n~sibilifies described herein and in the
representation letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the
Bonds that they be able to obtain certiiieated Bonds, the Issuer shall (i) appoint a successor securities
depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as
amended, notify DTC and DTC Participants of the appoinmaent of such successor securities depository
and Ixansfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and
DTC Participants of the availability through DTC of Bonds and transfer one or mote separate Bonds to
DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer
be restricted to being registered in the Regicide. ion Books in the name of Cede & Co., as nominee of DTC,
but may be registered in the name of the successor securities depository, or its nominee, or in whatever
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name or names registered owners transferring or exchanging Bonds shall designate, in accordance with the
provisions of this Resolution.
0) .Ei.EI~PdIIJ~L~i~S~ Notwithstanding any other provision of this Resolution to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments
with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be
made and given, respectively, in the mariner provided in the ~presentation letter of the Issuer to DTC.
Section 5. FORM OF BONDS. The form of all Bonds issued pursuant to this Resolution,
including the form of RegisWafion Certificate of the Comptroller of Public Accounts of the State of Texas
to appear on the Bonds originally issued hereunder, the form of the Authentication Certificate to be printed
on each Bond, and the Form of Assignment to be printed on each Bond, shall be, respectively, substantially
as set forth in Exhibit A attached to this Resolution, with such appropriate variations, omissions, or
Section 6. DEFINfHONS. As used in this Resolution, the following ~ shall have the meanings
"Act" shall mean the Development Coipomtion Act of 1979, Article 5190.6, V.A.T.C.S., as
"Additional Bonds" shall mean the additional parity revenue bonds which the Issuer reserves the
right to issue inthe futu~ in accordance with Section 22 of this Resolution.
"Arena" shall have the meaning given said term in the premnble to this Resolution.
Investment Act, provided that such investments are at the lime maa¢ included in and authorized by the
City's official inveslment policy approved from time to time by the City Council.
"Board" shall mean the Board of Dkectors of the Issuer.
"Bond" or "Bonds" shall mean the Corpus Christi Business and Job Development Cotpormion
Sales Tax Revenue Refunding and In;,.-,tovcmcnt Bonds, Series 2002 (Arena Project), authorized to be
the Bonds initially issued and delivered pursuant to this Resolution and all substitute Bonds exchanged
therefor, as well as all other substitute Bonds and replacement Bonds issued pursuant hereto, and the term
'~Bond" shall mcan any of thc Bonds.
"City" shall mcan thc City of ~ Christi, Texas,
"Code" shall mean the Internal Revenue Code of 1986, as mnendecL
"Completion Obligations" means any bonds, notes or other obligations issued or incurred by the
Issuer for the purpose of completing and paying any Cost of the Project for which the Bonds were issued,
in accordance with the provisiom of Section 22(e) hereof.
"Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas, and any
successor official or officer thereto.
"Cost" shall mean with respect to the Project, the cost of acquisition, construction and improvement
ofthe Project as provided in the Act, including, without limitation, the cost ortho acquisition of all land,
rights-of-way, prope,ay fights, easements, and interests, the cost of all machinery and equipment, financing
charges, interest durin4g conslmetion, necessary reserve funds, cost of estimates and of engineering and legal
services, plans, specifications, surveys, estimates of cost and of mvanue, other expenses necessary or
and expanding any such Project, tutminintrative expense, and such other expense as may be necessary or
incidant to the acquisition, constmetio~ recons~uetion, improvement, and expansion thereof, the placin~
of the same in operation, and the financing of the Project.
"Credit Facility" meam (i) a policy of insurance or a surety bond, issued by a bond insurer or an
issuer of policies of insurance insuring the timely payment of debt scnvice on governmental obligations,
provided that a Credit Rating Agency having an outstmding rating on Parity Bonds wonld rate the parity
Bonds fully insured by a standard policy issued by the issuer in its highest generic raling category for such
obligations; and (ii) a letter of credit or line of credit issued by any financial institution, provided that a
Credit Rating Agency having an outstanding taring on the Parity Bonds would rate the Parity Bonds in its
two highest generic rating categories for such obligations if the letter of credit or line of credit proposed to
be issued by such fameial institution secured the timely payment of the entire principal amomt of the Parity
Bonds and the interest thereon.
whom the Issuer seeks and obtains a rating on any issue or series of Parity Bonds.
"Defeasance Securities" means (i) direct, noncallable obligations of the United States of America,
including obligations that m-e unconditionally guaxaiaeed by the United States of America, (ii) nonc-~lhble
obligations of an agency or instrumentality of the United States of America, including obligations that are
uncondin'omlly guaranteed or insured by the agency or insmunentality and ~hat, on the da~e of the purchase
thereof are rated as to investment quality by a nationally recognized investment rating f.m not less than
AAA or its equi~ and ('Iii) n0ncal!able obligations ora 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 Board adopts or
approves the proceedings authorizing the financial arrangements are rated as to investment quality by a
nationally recc6n~ i~ed investment rating l~'m not le~ than AAA or its equivalent.
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"Depository Bank" shall mean the official depository bank of the City.
"Election" shall mean the election held on November 7, 2000, authorizing the City to levy the Sales
Tax, and any election heav~t~-r conducted with respect to the extension of, or change in the permitted uses
of, the Sales Tax.
"Fiscal Year" shall mean the fiscal year of the Issuer, being the twelve month period ending July 31
of each year.
"inveslment Act" shall mean the Public Funds Investment Act of 1987, Chapter 2256, Texas
Government Code, as ~mended,
"Issuer" shall mean Corpus ~ Business ~md Job Development Coq:~oration.
'qVlSRB" means the Municipal Securities Rulemaking Board.
'~[R._MSIR" means each person whom the SEC or its staff has determined to be a nationally
recognized municipal secufiu'es information repository within the meaning of the Rule f~,~ ~ae to time.
"Parity Bonds" shall mean the Bends and any Additional Bonds hereafter issued.
"Pledged Revenues" shall mean the Sales Tax, less any mounts due or owing to the Comptroller
as charges for collection or mmntion by the Comptroller for refunds andto redeem dishonored checks and
drafts, to the extent such chuges and retentions are authorized or required by law.
"Project" shall mean the Costs for the imlrcovement and enhancement of the Arena, as further
described in the Project Agreement, for the specific purpose of the promotion and encouragement of
employment and the public welfare.
"Project Agreement" shall mean the Project .~ between the ].~suer and the City, dated as
of August 1,2001, as amended.
"Purchase Agreemem" means the bond purchase conuact between the Issuer and the Underwriters
pertainm' g to the purchase of the Bonds by the Underwriters.
',Required Re, rye Amount" shall mean 1.00 limes the avoag~ annual principal and inlerest
requirement of the Parity Bonds; provided, however, that the Required Reserve Amount shall not exceed
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10 percent of the aggregate proceeds (within the meaning of Section 148(d)(2) of the Code) of the Parity
"Reserve Fund Obligations" shall mean cash, Authorized Inveslments, and any Credit Facility (one
or more), or any combination of the foregoing.
"Rule" means SEC Rule 15c2-12, as mended from time to time.
"Sales Tax" shall mean the one-eighth of one percent sales and use tax approved by the ciffzens
of the City for the Arena at the November 7, 2000 election, and levied by the City within the boundaries
of the City as they now or hereatter exist, together with any increases in the aforesaid rate if provided and
authoriz~ by the laws of the Stme of Texas, including specifically the Act, and collected for the benefit of
the Issuer and the Project, all in accurdance with the Act, including particularly Section 4A thereof.
"SEC" means the United States Securities and Exchange Connnission.
"Series 2001 Note" shall mean the Corpus Christi Business and Job Development Corporation
Sales Tax Revenue Note, Taxable Series 2001 (Arena Project), currently outstanding in the aggregate
principal amount of $5,000,000.
"SID" means any person designated by the State of Texas or an authorized deparmaent, officer, or
agency thereof as, and de~m~ined by the SEC or its staff to be, a state information depositorywithin the
meaning of the Rule from lime to time.
'~lYausfer Agreement" shall mean the Sales Tax Remittance Agrcement dated as of August 21,
2001, between the City and the Issuer.
"Underwriters" means the syndicate of investment banking firms identified in the Purchase
Agreement; RBC Dain Rauscher Inc. acts as senior managing underwriter.
Section 7. PLEDGE. The Parity Bonds and any interest payable ~ are and shall be secutod
by and payable from a first lien on aud pledge of the Pledged Revenues; and the Pledged Revenues are
further pledged to the establishment and maintenance of the Debt Service Fund and the Reserve Fund as
hereinatter provided, The Parity Bonds are and will be secured by and payable only from the Pledged
Revenues and amounts on deposit in the Debt Service Fund and the Reserve Fund, and are not secured
by or payable from a mortgage or deed of trust on any real, personal or mixed properties constituting the
Project.
Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of
the Pledged Revenues granted by the Issuer under this Section, and such pledge is therefore valid, effective,
and perfected. If Texas law is amended at anytime while the Bonds are out.qanding and unpaid such that
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the pledge of the Pledged Revenues granted by the Issuer is to be subject to the filing requirements of
Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the
Bonds the perfection of the security interest in said pledge, the Issuer agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable provisions of
Chapter 9, Texas Business & Commerce Code and enable a filing to perfect the security interest in said
pledge to occur.
Section 8. REVENUE FUND. There heretofore has been created and established on the books
o fthe Issuer, and accounted for separate and apart from all other funds of the Issuer, a special fund entitled
the "Corpus ChiSsti Business and Job Development Coqpomtien Sales Tax Revenue Fund (Axena Project)"
(hereinafter called the "Revenue Fund'). All Pledged Revenues shall be credited to the Revenue Fund
immediately upon receipt. Monies in said Fund shall be maintained at the Depository Bank.
Within the Revenue Fund the Issuer may establish an account for the purpose of depositing a
portion of the Sales Tax, consistent with the proposition approved at the Election, for the payment of the
costs of maintaining and operating the Project. The Issuer may fund any such account so established with
Pledged Revenues after making the Wansfers required to be made in accordance with Sections 15, 16 and
17 hereof. The Issuer may withdraw and use, for any purpose not inconsistent with the proposition
approved at the Election, any money in any such account so established to fund Costs of the Project for
capitalimprovements, otto fund the Debt Service Fund orthe Reserve Fund; provided, however, that prior
to making such withdrawal for the purpose of funding Costs of the Project for capital improvements, such
withdrawal and the specific capital improvements to be funded with such money must be authorized and
approved by official action of the goveming body of the City.
Section 9. DEBT SERVICE FLrND. For the sole ptnpose of paying the principal ofandinterest
on the Parity Bonds and any Additional Bonds, as the same come due, there is hereby created and
established on the books of the Issuer a separate fund entitled the "Corpus Christi Business and Job
Development Corporation Sales Tax Revenue Bonds Debt Service Fund (Arena Project)" (hereinafter
called the "Debt Service Fund"). Monies in the Debt Service Fund shall be maintained at the Depository
Banlc
Section 10. RESERVE FUND. (a) There is hereby created and established on the books of the
Issuer a separate fund entitled the "Corpus Christi Business and Job Development Coxporation Sales Tax
Revenue Bonds Reserve Fund (Arena Project)" (hereinafter called the "Reserve Fund"). Reserve Fund
Obligations deposited to the credit of the Reserve Fund shall be used solely for the purpose of retiring the
last of any Parity Bonds as they become due or paying principal of and interest on any Parity Bonds when
and to the extent the amounts in the Debt Service Fund are insufficient for such purpose. Reserve Fund
Obligations deposited to the credit of the Reserve Fund shall be maintained at the Depository Bank. The
Reseave Fund shall be maintained in an amount equal to the Required Reserve Amount. Subject to the
provisions of Section 16 hereof, the chief fmancial officer of the Issuer may, at the option thereof, withdraw
all smplus in the Reserve Fund over the Required Reserve Amount.
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(b) The Issuer may satisfy its covenant to maintain the Reserve Fund in an amount equal to the
Required Reserve Amount with a Credit Facility that will provide funds, together with other Reserve Fund
Obligations, if any, credited to the Reserve Fund, at least equal to the Required Reserve Amount. The
Issuer may replace or substitute a Credit Facility for all or a portion of the cash or Authorized InvesUnents
on deposit in the Reserve Fund or in substitution for or replacement of any existing Credit Facility. Upon
such replacement or substitution, cash or Authorized Investments on deposit in the Reserve Fund which,
taken together with the face amount o f any existing Credit Facilities, are in excess of the Required Reserve
Amount may be withdrawn by the Issuer, at the option of the chief financial officer of the Issuer, and
transferred to the Revenue kh. tnd for completion of the Project (if bond proceeds are the source of such
funds) or for other uses related to the Project as permitted by the t~,ns of the proposition approved at the
Election; provided that at the option of the chief financial officer of the Issuer, the face amount of any Credit
Facih'ty may be reduced in lieu of such transfer.
(c) If the Issuer is required to make a withdrawal from the Reserve Fund for any of the purposes
described in this Section, the chief financial officer of the Issuer, acting on behalf of the ~, shall
proi~ly notify the issuer of such Cnxlit Facility of the necessity for a withdrawal from the Reserve Fund
for any such proposes, and shall make such withdrawal FIRST from available moneys or Authorized
Investments then on deposit in the Reserve Fund, and NEXT from a drawing under any Credit Facility to
the extent of such deficiency. Should there be more than one provider of Credit Facilities that are on
deposit in the Reserve Fund, the order of priority with respect to the drawings on such Credit Fadh'ties shall
be determined by the Issuer and the providers of the Credit Facilities prior to any such drawings being
(d) In the event there is a draw upon the Credit Facility, the Issuer shall reimburse the provider
of such C'n~t Facility for such draw, in accordance with the terms of~my agreemen~ pursuant to which the
Credit Facility is issued, from Hedged Revenues, however, such reimbursement from Pledged Revenues
shall be subject to the provisions of Section 15 hereof and shall be subordinate and junior in fight of
payment to the payment of principal of and pt~fium, if any, and inmrest on Parity Bonds.
Section 11. CONSTRUCTION FUND. (a) There is hereby created and established on the
books of the Issuer a separate fund entitled the "Corpus Christi Business and Job Dev¢lopmont
Corporation Series 2002 ConsUuction Fund (AxonaProject)" (hereinafter called the "Consuuction Fund").
The Construction Fund shall be maintained at the Depository Bank and shall be subject to and cha~,ed with
a lien in l~avor of the registered owners of the Bonds until said money on deposit tberein is paid out as herein
provided. The proceeds from the sale of thc Bonds, other than any accrued interest and any capitalized
interest (which shall be deposited to the credit of the Debt Service Fund), shall be credited to the
ConsU'uction Fund together with such amounts reCluked to fund thc co~t of thc Project at%~ making
required monthly deposits to the Debt Service Fund and Reserve Fund. All imemst and profits from
investments made with money in the Construction Fund shall mnu~in on deposit in the Construction Fund
and as part thereof.
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CO) Money in the Construction Fund shall be subject to disbursement by the Issuer for payment
of any Cost of the Project. Disbursements from the Cons~etion Fund shall be made by check signed by
an officer of the Depository Bank on behalf of the Issuer. Such disbtusements shall be made only upon the
submission of a request by the Issuer, approved by the City as provided in subsection (c) of this Section,
and stating that said purpose for which the disbursement is requested constitutes a valid Cost of the Project.
(c) The provisions of subsection CO) of this Section notwifihstanding, such officers and employees
of the Issuer shall not have authority to request the disbursement of money from the Consu'uction Fund to
pay any such Costs of the Project until the payment of such Co~ has been approved in writing by the chief
flnar~ial officer of the City. Copies of invoices and statements with respect to a disbursement shall be
subrdtted to the chief financial officer of the City for review thereby prior to the approval of said
disbumement request.
Section 12. TRANSFER. (a) Pursuant to the provisions of the Transfer Agreement, the City has
agreed ~o do any and all things necessary to accomplish the h~fer of the Sales Tax collected for the
benefit of the Issuer to the Revenue Fund on a monthly basis. The Transfer Agreement shall govern matters
with respect to the collection of sales mx. es from the Comptroller, credits and refunds duc and owing to the
Comptroller, and other matters with respect to the collection and refer of the Sales Tax. The City shall
maintain the proceeds from the collection of the Sales Tax in a trust account separate from all other funds
of the City, with such mst account to be maintained al an official depository bank of the City.
Co) The Chak, person andthe Treasurer ofthe Board are hereby orderedto do any and allthin, gs
necessary to accomplish the wansfer of monies to the Debt Service Fund in ample time to pay the principal
of and interest on the Parity Bonds.
Section 13. DEPOSITS OF PLEDGED REVENUES; INVESTMENTS. (a) The Pledged
Revenues shall be deposited in the Debt Service Fund, the Reserve Fund and the Administrative Expense
Fund as hereinal~ desc~'bed, when and as requh'ed by this Resolution.
Co) Money in any Fund established by this Resolution may, at the option of the Board, be invested
in Authorized Investments; provided that all such deposits and invesWaents shall have a par value (or market
value when leas than par) exclusive of accrued imemst al all times at least equal to the amount of money
credited to such Funds, and shall be made in such manner that the money required to be expended from
any Fund will be available at the proper time or times. Money in the Reserve Fund shall not be invested
in securities matming laler than the final maturity of the Parity Bonds. Such investments shall be valued in
terms of current ma-ket value as of the last day of each year, except that direct obli~o.~rions of the l.h,.ited
States (State and Local Govermnem Series) in beok-entxy form shall be continuously valued at their par
or face principal amount Such investments shall be sold promptly when necessary to prevent any default
in connection with the Parity Bonds.
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Section 14. FUNDS SECURED. Money in all Funds mated by this Resolution, to the extent
not invested, shall be secured in the manner prescribed by law for securing funds of the City.
Section 15. DEBT SERVICE REQUIREMENTS. (a) Promptly ~ the delive~ of the Bonds,
the Issuer shall cause to be lransferred to the Paying Agent/Regislrar and deposited to the credit of the
Debt Service Fund any accrued interest or capitalized interest received from the sale and delivery of the
Bonds, as described in the certificate delivered in accordance with lite provisions of Section 31 hereof, and
any such deposit shall be used to pay lite interest next coming due on lite Bonds.
(b) The Issuer shall transfer or cause to be transferred Pledged Revenues on deposit in the
Revenue Fund, to the Paying Agent/Registrar for deposit to the credit of the Debt Service Fund the
amoums, at the times, as follows:
(1) Such mounts, deposited in approximately equal monthly insmlhnents on or
before the 25th day of each month hereafter, c~ntaaencing with the month during which the
Bunds are delivered, or the month therea~ if delive~ is made alter lite 25th day thereof,
as will be sufficient, together with other amounts, if any, then en hand in the Debt Se~rice
Fund and available for such purpose, to pay the interest scheduled to accrue and come due
on the Bonds on the next succeeding interest paymem date.
(2) Such amounts, deposited in approximately equal monthly installments on or
before the 25th day of each month hereafter, commencing with lite mon& during which the
Bunds are delivered, or the month thermfler if delivery is made ~er lite 25th day thereof,
Fund and available for such propose, to pay lite principal scheduled to mature and come
due on the Bonds on lite next succeeding principal payment date.
Section 16. RESERVE REQUIREMENTS. When and so long as lite Reserve Fund Obligations
in the Reserve Fund are not less than the Required Reserve Amonm, no deposits need be made to the
credit of the Reserve Fund. When and if lite Reserve Fund contains less than the Required Reserve
Ameunt dae to tbe issuance of the Bonds or any Additlunal Bonds, beginning on tbe 25th day of the month
following the delivery of the Bonds to the Underwriters, and continuing for sixty months, lite Issuer shall
transfer or cause to be Iransferred Pledged Revenues on deposit in the Revenue Fond, and deposit to the
credit of lite Reserve Fund an amount equal to 1/60 of lite difference determined as of such delivery date
between the amount in the Reserve Fund and the Required Reserve Amount. When and if the Reserve
Fund at any time contains less than the Required Reserve Amount due to any cause or condition other than
the issuance of any Additional Bonds, then, subject and subordinate to making the required deposits to the
credit of the Debt Service Fund, such deficiency shall be made up as soon as possible fi'om the next
available Pledged Revenues, or fix}m any other sources available for such purpose. The Issuer may
withdraw and use, for any purpose relating to the Project not inconsistent with the provisions of the Act
and the proposition approved at the Election, all surplus in the Reserve Fund over the Required Reserve
14
Amount; provided, however, that prior to making such withdrawal, such withdrawal and the use thereof
must be authorized and approved by official action of the governing body of the City. In the event the
Requinxi Reserve Amount is funded through the use ofa C~lit Facility, and the Credit Facility specifies
a termination or expiration d~t~ that is prior to the final maturity of the Parity Bonds so secured thereby,
the Issuer shall provide that su. ch Credit Facility shall be renemed at least twelve (12) months prior to the
specified termination or expiration date or in the alternative provide that any deficiency that will result upon
the termination or expiration of such Credit Facility will be accounted for either by (i) obtaining a substitute
Credit Facility no sooner than twenty-four (24) months or no later limn twelve (12) months prior to the
specified termination or expimtien date of the then existing Credit Facility or (ii) by dq:ositing cash into the
Reserve Fund in no more than twenty-four (24) monthly installments of not less than one-twenty fourth
(1/24th) of the amount of such deficiency on or before the 15th day of each month, commencing on the
15th day of the month which is twelve (12) months prior to such termination or expiration date, to restore
the Debt Service Reserve Fund to the Required Reserve Amount.
Section 17. ADMINISTRATIVE EXPENSE FUND. There is hereby created and established
on the books of the Issuer, and accounted for separate and apart from all other funds of the Issuer, a
special Irust fund entitled the "Corpus Christi Business and Job Development Corporation Sales Tax
Administ~ve Expense Pund" (hemina.qer called the "Administrative Expense Fund'). Money in the
Admir~trafive Expense Fund shall be maintained at the Depo~itop/Bank. After making the required
transfers to the Debt Service Fund end the Reserve Fund (if necessary) in accordance with Section 1 ~ and
16 hereof~ for so long as any Parity Bonds are outstanding and unpaid, the Issuer shall Uansfer Pledged
Revenues from the Revenue Fund in an amount not exceeding $15,000 per Fiscal Year into the
A~dministralive Expense Fund. At no time shall the Admini~h~ive Expense Fund have an amount in excess
of $15,000 on deposit therein. Money in the Administrative Expense Fund may be used to pay
administrative and general expenses of the Issuer, including, without limitation, the expense of an annual
audit, the fees and expenses of the Paying Agent/Registrar and any charges of the City for its adminb'uaiion
of any of the Issuers affairs.
Section 18. FINDING OF ECONOMIC DEVELOPIvlENT. The Issuer hereby fmde, based
upon information provided to it by the City, that the Project will foster and enhance economic davelopiuont
in the City, by providing a venue where ememinment and cultural activities that currently do not come to
the City will be aii~ncted to and perfomaed in the City, thereby expanding the sales tax and hotel occupancy
tax bases of the City, and providing employment opportunities to the cilizens of the City.
Section 19. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual _Reportq. (i) That
the Issuer shall provide annually, within six months af~ the end of each Fiscal Year ending in or after 2003,
fimwial information and opera, rig d_a_t ~ with respect to the Issuer of the general type described in Exlu'bit
B bereW provided that such information and data is customarily t,mpared by the Issuer. Such information
~ be provided to any person upon request made to the Issuer provided that the Issuer reserves the right
at any time to commence making such annual filings with the SID (if any, and ifnone, to each NRMSiR)
in lieu of providing such information upon request. Any financial statements so to be provided shall be (1)
15
prepared in accordance with the accounting principles described in Exhibit B hereto, or such other
accounting principles as the Issuer may be requinxt to employ from time to time pursuant to state law or
regulation, and (2) audited, if the Issuer commissions an audit of such statements and the audit is completed
wilhin the period during which they must be provided~ If the audit of such financial statements is not
complcte within such period, then the Issuer shall provide unaudited financial statements by the required
time and shall provide audited financial statements for the applicable Fiscal Yearto each NRMSIR and any
SID, when and if the audit report on such statements become available.
('n) ffthe Issuer changes its Fiscal Year, it will notify the SID of the change (and of the date of the
new Fiscal Year end) prior to the next date by which the Issuer otherwise would be required to provide
financial infomaation and operating d_at~ p~t to this subsection (a). 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 auy document (including an official statement or other offering
document, if it is available firrm the MSRB) that theretofore has been provided to the SID or filed with the
SEC.
(b) Mal~l~[Sm~.~li~. The Issuer shall notify any S]D and the MSRB, in a timely manner,
of any of the following events with re~,_rx~'ct to the Bonds, ff such event is raaterial within tbe meening of the
1. Principal and interest payment delinquencies;
2. Non-paymem 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 Bonds;
7. Modifications to fights of hoidins of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds; and
The Issuer shall notify any SID and the MSRB, in a timely n~nner, of any ~ by the Issuer to provide
financial information or operating data in accordance with subsection (a) of this Section by the time
requked by such subsection.
(c) Limitations. Disclaimers. ami Amanaql~-.q. (i) The Issuer shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains
an "obligated person" with respect to the Bonds within the mean~g of the Rule, except that the Issuer in
any event will give notice of any deposit made in accordance with this Resolution or applicable law Ih,at
causes Bonds no longer to be Outstanding.
16
(ii) The provisions of this Section are for the sole benefit ofthe holders and beneficial owners of
the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable
fight, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial
information, operating data, financial stateraonta, 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 pmsontation of the Issuegs financial results, condition, or prospects or
hereby und~ake to update any information provided in accordance with this Section or otherwise, except
as expressly provided herein. The Issuer does not make any mpresantation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SEL-~ION, 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 Issuer in observing or perfonning its obligations under this Section shall
comprise a breach of or default under this Resolution for ~ of any other provision of this Resolution.
Nothing in this Section is intended or shall act to disclaira, waive, or otherwise limit the duties of the Issuer
under federal and state securities laws.
(v) The provisions ofthis Section may be mended by the Issuer from lime to time to adapt to
changed circumstances that arise from a change in legal requireme~ts, a change in law, or a change in the
identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this Section, as
so amended, would have p~mfitted an underwriter to p~vchaso or sell Bonds in the primary offering of the
Bonds in compliance with the Rule, taking into account any amendments or inteq,~ ~iai~ons 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 gr~er amount r~luired by any other provision of this Resolution that authorizes
such an amendment) of the outstanding Bonds consent to such amendment or Co) a person that is
unat:filiatlXl with file Isst~r (such as ilational]y l'~x~m~ i7~1 bond counsel) determines filat such Imaandmant
will not mattaially impair file interest of file holders and beneficial owners of the Bonds. ffthe Issuer so
amends the provisions ofthis Section, it shall include with arty amended financial information or operating
data next provided in accordance with subsection (a) of this Section an explanation, in nmative form, of
the reason for file amendment and of the impact of any change in file type of financial information or
operating data so provided. The Issuer may also amend or repeal the provisions of this continuing
disclosure agreement ffthe SEC amends or repeals the applicable provision of the Rule or a court of final
juris~liction anters judgment that such provisions of the Rule are invalid, but only ff and to the exleat that the
17
provisions of this sentence would not prevent an underwriter fi'om lawfully purchasing or selling Bonds in
the prima~ of~ of the Bonds.
Section 20. PAYlVlENT. On or before March 1, 2003, and semiannually on or before each
September I and March 1 thereatter while any of the Bonds are outstanding and unpaid, the Paying
AgentYRegistrar shall make payment of the principal of and interest on the Bonds to the holders thereof with
funds on deposit in the Debt Service Fund and the Reserve Pund (if necessary).
Section 21. DEFICIENCIES; EXCESS PLEDGED REVENUES. (a) Ifon any occasion there
shall not be sufficient Pledged Revenues to make the required deposits into the Debt Service Fund, the
Reserve Fund and the Admini~ka[ive Expense Fund, then such deficiency shall be made up as soon as
possble from the next available Pledged Revenues, or fi'om any other sources available for such purpose.
(b) Subject to ~ the required deposits to the credit of the Debt Service Fund, the Reset, ye
Fund and the Admlnimative Expense Fund, when and as required by this Resolution, or any resolution
atahorizing the issuance of Additional Bonds, the excess Pledged Revenues may be used by the Issuer for
any lawful purpose not inconsistent with the Act and the proposition approved at the Election.
Section 22. ADDITIONAL BONDS. (a) The Issuer shall have the right and power at anytime
and fi'om time to lime and in one or more series or issues, to authorize, issue and deliver additionalparity
revenue bonds (he~in called "Additional Bonds"), in accordance with law, in any amounts, for purposes
of financing of projects (including the Project) under the provisions of the Act, or for the purpose of
refunding of any Parity Bonds or other obligations of the Issuer incurred in connection with the financing
of projects (including the Project) under the provisions of the Act. Such Additional Bonds, if and when
authorized, issued and delivered in accordance with this Resolution, shall be secured by and made payable
equally and ratably on a parity with the Parity Bonds, and all other omstanding Additional Bonds, from a
fa-st lien on and pledge of the Pledged Revenues.
(b) That the Debt Service Fund and the Reserve Fund established by this Resolution shall secure
and be used to pay all Additional Bonds as well as the Parity Bonds. However, each resolution under
which Additional Bonds are/ssued ~hal! provide and require that, in addition to the amounts required by
the provisions of this Resolution and the provisions of any other resolution or resolutions authorizing
Additional Bonds to be deposited to the credit of the Debt Service Fund, the Issuer shall deposit to the
credit of the Debt Service Fund at least such amounts as are required for the payment of all gth,¢ipal and
interest on said Additional Bends then being issued, as the same come due; md that the aggregate amount
to be accumulated and maintaJaed in the Reserve Fund shall be increased (if and to the extent necessary)
to an amount not less titan the av~age annual principal and interest requirements of all Parity Bonds and
3dditional Bonds which will be outstanding at~ the issuance and delivery of the then proposed Additional
Bonds; and that the requked additional amount shall be so accumulated by the deposit in the Reserve Fund
of all or any part of said required ~dditional mount in cash immediately after the delivery of the then
proposed Additional Bonds, or, at the option of the Issuer, by the deposit of said required additional
18
~gnount (or any balance of said ~qui~d addi~onal amount not dq~osited in cash as permitted above) in
monthly installments, made on or before the 25th day of each month following the delivery of the then
proposed Additional Bonds, of not less than 1/60th of said required additional amount (or 1/60th of the
balance of said required _additional amount not deposited in cash as l~mitted above).
(c) That all calculations of average armual principal and interest requirements made pursuant to this
section shall be made as of and from the date of the Additional Bonds then proposed to be issued.
(d) No installment, series or issue of Additional Bonds shall be issued or delivered unless:
(i) The Chaixperson and the Secretmy of the Board of the Issuer sign a written certificate
to the effect that the Issuer is not in default as to any covenant, condition or obligation in connection
with all outstanding Parity Bonds and Additional Bonds, and the resolutions authorizing same, and
that the Debt Service Fund and the Reserve Fund each contains the amount then required to be
(ii) The chief financial officer of the City signs a written certificate to the effect that, during
either the next preceding Fiscal Year, or any twelve consecutive calendar month period ending not
more than ninety days prior to the date of the then proposed Additional Bonds, the Pledged
Revenues were at least equal to 1.25 times the annual principal and interest requirements
(computed on a Fiscal Year basis) in the Fiscal Year in which such requirements are scheduled to
be the greatest of all Parity Bonds and Additional Bonds to be outstanding after the issuance of
then proposed Additional Bonds; and
('~') The gnveming body of the City by official action approves the issuance of the Bonds,
as required by the Act.
The foregoing notwithstanding, the Issuer may issue Additional Bonds, all or a portion of the proceeds of
which are to be used to refund all of the outstanding Parity Bonds, without the necessity of satisfying the
provisions of clause (ii) of ~ subsection.
(e) The Issuer reserves the right to issue or incur Additional Bonds to pay any Cost of
completing the Project for which the Bonds have previously been issued ("Completion Obligations'% Prior
to the delivery of Completion Obligations, the Issuer must provide, in addition to all of the applicable
certificates required by subsection (d) of this Section (othor than the certificates not required Urlder the
circumstances descnbed below), the followin~ documents:
a certificate of the consulting engineer engaged by the Isauer to design the Project
stating that the Project has not materially changed in scope since the issuance of
the Bonds and setting forth the aggregate Cost to be inctaxed to complete the
19
Project which, in the opinion of such consulting engineer, has been or will be
incumxl; and
a certificate of the chief financial officer of the City (A) stating that all amouras
allocated to pay Costs of the Project from the proceeds of the Bonds were used
or are still available to be used to pay Costs of the Project; (B) containing a
calculation of the amount by which the aggregate Cost of the improvements
necessaryto complete the Project (furnished in the consulting engineers certif~ate
described above) exceeds the sum of the Costs ofthe Project paid to such date
plus the moneys available at such date within any construction fund or other like
account applicable to the Project plus any other moneys which the chief financial
officer of the City, in the discretion thereof, has determined are available to pay
such Costs in any other fund; and (C) Cel~fying that, in the opinion of the chief
financial officer of the City, it is necessary for the Issuer to issue or incur the
Completion Obligations to provide funds for the completion of the Project
Anything herein to the conaary, the provisions of subsection (d)(ii) of this Section do not apply to
Completion ObliL~ations if the aggregate pth~cipal amount of the Completion Obligations then to be issued
does not exceed 15% of the aggregate prhacipal amount of the Bonds initially issued to pay the Cost oftbe
Project.
(f) Any installment, series or issue of Additional Bonds may be issued in such a manner that such
Additional Bonds would ~mlify as obligaliolls described by Seetioll 103(a) of the Code.
Section 23. GENERAL COVENANTS. The Issuer further covenants and agrees that in
accordance with and to the extent required or permitted by law:
to be paid tbe principal of and interest ou every Bond on the dates and in the places and manner prescribed
in this Resolution andthe Bonds; and it will, atthe times and in the manner pn~scn'bed, deposit or cause
to be deposited the amounts required to be deposited into the Funds created hereby; and any registered
owner of the Bonds may n~quire the Issuer, its officials and employees to carry out, respect or enforce the
covenants and obligations of this Resolution, by all legal and equitable means, including specifically, but
without limitation, the use and filing of mandamus proceedings, in any corm of competent jurisdiction,
against the Issuer, its officials and employees, or by the appointmem of a receiver in equity.
Co) Lggiil. Altlllll~. It is a duly created and existing indusaial development corporation, and is
duly authorized under the laws of the State of Texas, including the Act, to create and issue the Bonds; that
all action on its part for the creation and issuance of the Bonds has been duly and effectively taken, and that
20
the Bonds in the hands of the registered owners thereof are and will be valid and enforceable special
obligations of the Issuer in accordance with their terms.
(c) Ei~lll~2Iaa~. It, while any Parity Bonds are outstanding and unpaid, will not
additionally encumber the Hedged Revenues in any manner, except as permitted in this Resolution in
connection with Additional Bonds, unless said encumbrance is made junior and subordinate in all respects
to the liens, pledges, covenants and agreements of this Resolution; but the right of the Issuer to issue
revenue bends payable from a subordinate lien on the Hedged Revenues, in accordance with the provisions
of the Act, is specifically recognized and retained.
(d) ' ' It, while any Parity Bonds are outstanding and unpaid, will not
sell, convey, mortgage, encumber, lease or in any manner transfer rifle to, or otherwise dispose of the
Project, or any significant or substantial part thereof, without the approval of the governing body of the City.
(e) ~ (i) The Issuer hereby confimas the eaflier levy by the City ofthe Sales
Tax at the rote voted at the Election, and the Issuer hereby warrants and represents that the City has duly
and lawfully ordered the imposition and collection ofthe Sales Tax upon all sales, uses and Iransactinns as
are permitted by and described in the Act throughout the boundaries of the City as such boundaries existed
on the date of the Election and as they may be expanded fl~m time to lime.
('u) For so long as any Parity Bonds are outstanding, the Issuer covenants, agrees and wammts
to take and pumue all action p~ndasible under applicable law to cause the Sales Tax, at said rate or at a
higher rate if permitted by applicable law, to be levied and collected continuously, in the mariner and to the
maximum ex'lent permitted by applicable law, and to cause no nxlaction, abatement or exemption in the
Sales Tax or rate of tax below the rate stated, con_finned and ordered in clause (i) of this subsection to be
ordered or permitted so long as any Parity Bonds shall remain outstanding.
(iii) If the City shall be authorized hereafter by applicable law to apply, impose and levy the Sales
Tax on any taxable items or transactions that are not subject to the Sales Tax on the date of the adoption
hereof, the Issuer, to the extent it legally may do so, hereby covenants and agrees to use its best efforts to
cause the City to take such action as may be required by applicable law to subject such taxable items or
transactions to the Sales Tax.
(iv) The Issuer ag~es to take and pursue all action permissible under applicable law to cause the
Sales Tax to be collected and remitted and deposited as herein required and as required by the Act, at the
earlieat mad most frequent times permitted by applicable law.
(v) The Issuer agrees and covenants at all times to use its best efforts to cause the City to comply
with the Transfer Agreement and the Project Agreement.
21
(f) Records. Itwillkeepproperbooks ofrecord and account in which full, tmeandcorrect entries
will be m~o. of all dealings, activities and mmsactions relating to the Project, the Pledged Revenues and
the Funds mated pursuant to this Resolution, and all books, documents and vouchers mia'dug thereto shall
at all reasonable times be made available for inspection upon request of any bondholdem.
(g) ~. It will maintain its corporate existence during the time that any Parity
Bonds are outstanding hereunder.
Section 24. DEFEASANCE OF BONDS. (a) ~. That any Bond and the
interest thereon shall be deemed to be paid, retired and no longer Outstanding (a "Defeased Bond"), except
to the extent provided in subsection (d) of this Section, when paymem oft_he principal of such Bond, plus
interest thereon to the due date (whether such due date be by mason 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
AgenffRegistrar in accordance with an escrow agreement or other similar inStl~ment (the "Fllttlre ESC~w
Agreement') for such payment (1) lawful money of the United Sta~ of America sutticiem to make such
payment or (2) Defeasmme Securities that mature as to principal and interest in such mounts and at such
times as will insure the availability, without reinvestrnent, of sufficient money to provide for such payment,
and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the
payment of its services until all Defeased Bonds shall have become due and payable. At such time as a
Bond shall be deemed to be a Defcased Bond hereunder, as aforesaid, such Bond and the interest thereon
shall no longer be secured by, payable from, or entitled to the benefits of, the Pledged Revenues, and such
principal and interest shall be payable solely from such money or Defeasance Securities. Notwithstanding
any other provision of this Resolution to the conlrary, it is hereby provided that any determination not to
redeem Defeased Bonds that is made in conjunction with the payment arrangements specified in clauses
· or (ii) above shall not be irrevocable, provided that, in the lnr~cedings providing for such payment
ammgemems, the Issuer extxessly reserves the right ( 1 ) to call the Defeased Bonds for redemption; (2)
to give notice of the reserv~on of that right to the ownem of the Def~ased Bonds hmuediately following
the making ofthe payment anangements; and O) to direct that notice of the reservation be included in any
txxtemplion notices that it anthorizes.
limes as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying
AgenffRegistmr that is not required for the payment of the Bonds and interest thereon, with respect to
which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in
wtilh~g by the Issuer. Any Future Escrow Agreement pmsuam to which the money and/or Defeasance
Securities are held for the payment of Defeased Bonds may contain provisions petmi~ the invesunent
or reinvesUnent of such moneys in Defeasance Securities or the substitution of other Defeasance Securities
upon the satisfaction of the requh~ments specified in subsections (aXi) or (ii) of this Section. All income
from such Defeasance Securities received by the Paying Agent/Registrar which is not required for the
22
payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be
remitted to the Issuer or deposited as directed in writing by the Issuer.
(c) Paving _Agen~_cqstrar Servig~. Until all Defeased Bonds shall have become due and
payable, the Paying Agent/Registrar shall perform the services of Paying Agent/l~gis~ar for such Defeased
Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to
provide and pay for such services as required by this Resolution.
(d) SelectionofBonds for D~f~a~qanee. In the event that the Issuer elects to defease less than
all of the talucip~ amount of Bonds of a maturity, fl'e Paying Agent/Regislrar shall select, or cause to be
selected, such amount of Bonds by such random method as it deems fair and appropriate.
Section 25. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a)
~. In the event any outstanding Bond is danmged, mutilated, lost, stolen, or desu:oyed,
the Paying Agent/Registrar shall cause to be tninied, executed, and delivered, a new bond of tho same
principal amount, maturity, and interest rote, as the damaged, mutilated, lost, stolen, or destroyed Bond,
in replacement for such Bond in the manner hereinafter provided.
(b) _Application for Reolacement BOnd~ Application for replacement of damaged, mulilal~xl, lost,
stolen, or destroyed Bonds shall be made by the registered owner thereof to the Paying AgenvRegistmr.
In every case of loss, thett, or destruction of a Bond, the registered owner applying for a replacement bond
shall furnish to the lssaer and to the Paying AgenVRogislrar such security or indenmity as may be required
by them to save each of them hamfleas from any loss or damage with respect thereto. Also, in every case
of loss, theK or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying
Agont/Regiswar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may
be. In every case of damage or mutilation of a Bond, the registered owner shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) ~[~I)~]LQgliI~ Notwithstanding the foregoing provisions of this Section, in the event
any such Bond shall have matured, and no default has oucumM which is then continuing in the payment of
of the ~une (without surrender thereof except in the ease of a damaged or mutilated Bond) instead of
(d) Cha~_ for Issuing Replacement Bgn,l~. Prior to the issuance of any replacement bond, the
Paying Agent/Registrar shall charge ~he reglste~ owner of such Bond with all legal, v, h,~g, and other
expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section
by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of
the Issuer whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable
by anyone, and shall be emitled to all the benefits of this Resolution equally and proportionately with any
and all other Bonds duly issued under this Resohlion.
23
(e) Authority for Issuing R~_lacemem Bonds. In accordance with Chapter 1206, Texas
Government Code, this Section shall constitute authority for the issuance of any such replacement bond
without necessity of further action by the governing body of the Issuer or any other body or person, and
the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying
Agent/Regisirar, and the Payin~ AgeniRe~ shall authenticate and deliver such Beads in the form and
manner and with the effect, as provided in Section 4(d) of flxis Resolution, for Bonds issued in conversion
and exchange for other Bonds.
Section 26. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND BOND INSURANCE, IF OBTAINED. The
Chairperson of the Board of the Issuer is hereby authorized to have control of each Bond issued hereunder
and all necessary records and proceedings penainm' g to each Bond pending theft delivery and their
~ examination, and approval by the Attorney General of the Slate of Texas, and their
registration by the Comptroller of Public Accounts of the State of Texas. Upon regislmtion of each Bond
said Cohigholler (or a deputy designated in writing to act for said Comptroller) shall raenuslly sign the
Comptroller's Regisltation Certificate on each Bond, and the seal of said Comptroller shall be impressed,
or placed in faosimile, on each Bond. The apg~t,vin~ legal opinion of the Issuer's Bond Counsel and the
assigned CUSIP numbers may, at the option of the Issuer, be printed on each Bond or on any Bonds
issued and delivered in conversion of and exchange or ~phcement of any Bond, but neither shall have any
legal effect, and shall be solely for the convenience end information of the registered ownem of the Bonds.
In addilion, the form of bond counsel's opinion relating thereto, and an appropriate statement of insurance
supplied by a municipal bond insu~m~ce company providing insurance, if any, coverin~ all or any pan of the
Bonds may be printed or attached to the Bonds.
Section27. COVENANTS REGARDING TAXEXEMPTION. That the Issuer intends to issue
the Bonds as tax-exempt obligations, and to that end hereby covenants to refrain bom any action which
.would adve~ely affect, or to rake any action to assure, the treatment of the Bonds as obligations descn3ed
m section 103 of the Code, the interest on which is not includable in &e "gross income" of abe holder for
purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows:
(a) to take anY aedon to assure that no more tlma 10 pereont ofthe proceeds of the
Bonds or the projects fin~ced therewith (less amounts deposited to a reserve fund, if any) are
used for may "priv~ business use", as defined in section 14 l(bX6) of the Code or, if more than
10 percent of the proceeds are so used, that amoums, whether or not received by the Issuer, with
respect to such private business use, do not, under the tc~ms of this Resolution or any uaderlying
m'rangement, directly or indirectly, secure or provide for the payment of more than 10 percent of
the debt service on the Bonds, in conm~vention of section 141(b)(2) of the Code;
(b) to take any action to assure tha in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the projects
24
fmanced therewith (less ~xaounts deposited into a reserve fund, if any) then thc amount in excess
of 5 pcreant is used for a '~rivute business use" which is "related" and not "disproportionate'', within
thc meaning of section 141(b)(3) of the Code, to thc governmental use;
(c) to take any action to assure that no amount which is g~atex than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve
fund, if any), is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherMse result in the Bonds being
treated as "private activity bonds" within the meaning of section 141 (a) of the Code;
(e) to refrain fium taking any action that would result in the Bonds being "foderally
guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148COX2) of the Code) which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with -
(1) proceeds of the Bonds invested for a reasonable temporary period for
ctmr~a refundin_g of 90 days or less or advance refunding of 30 days or less until such
proceeds are needed for the propose for which the bonds are issued,
(2) amounts invested in a bona fide debt service fand, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(3) amoums deposited in any reasonably required reserve or replacement fund
to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the
mquh~ments of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section
149(d) of the Code (rehti~ to advance refundings); and
(h) to pay to the United States of America at lesst once during each five.year period
Coe~h~;ng on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of
the "Excess Earnings", wiflxin 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 Bonds have been paid in full, 100 percent of the
mount then required to be paid as a result of Excess Earnings under section 148(0 of the Code.
25
Reg~10~ions and, in the case of a refunding bond, mmsferred 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 or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event
that regulations or rulings are hereatter promulgated which modify or expand provisions of the Code, as
applicable to the Bends, 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 hereal'ter promulgated which impose additional
requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional
requh~ments to the extent necessaxy, in the opinion ofnationally-re, eogn~ iTed 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 Chairperson, the Vice Chaixperson or the Treasurer may execute any
certificates or other reports required by the Code and to make such elections, on behalf of the Issuer, which
may be pemdtted by the Code as are consistent with the propose for the issuance of the Bonds. In order
to facililate compliance with the above chuse {h), a "Rebate Fund" is hereby established by the Issuer 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 with section 148 of the Code.
Section 28. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROJECT. That the Issuer covenants to account for on its books and records the expenditure of
proceeds from the sale of the Bonds and any investment earnings thereon to be used for paying the Costs
of the Project in accordance with the requh~ments of the Code. The Issuer recognizes that in order for
the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to
expenditures within 18 months of the later of the date that (a) the expenditure on a Project is made or(b)
each such Project is completed; but in no event hter than ~ years after the date on which the original
expenditure is paid. The foregoing notwithsmding, the Issuer recogn~ ires that in order for proceeds to be
expended under the Code, the sale proceeds or investment eamln~ must be expended no more than 60
days after the earlier of (a) the fir& annivenary of the dste of initial delivery of the Bonds or (b) the d~e
the Bonds are retired. The Issuer agrees to obtain the advice of a natinnally-recognized bond counsel if
such expenditure falh to comply with the foregoing to assure that such expenditure will not adversely affect
the m-exempt stares of the Bonds. For purposes of this Section, the Issuer shall not be obligated to
comply with this covenant if it obtains an opinion of a natienally-recognized bond counsel to the effect that
.such failure to comply will not adversely affect the excludability for federal income tax purposes from gross
mcorae of the intenm
Section 29. DISPOSITION OF PROJECT. That the Issuer covenants that the property
constitutin4g the Project will not be sold or otherwise dispo~xl in a transaction resulting in ~he receipt by the
Issuer of cash or other coaipensation, unless the Issuer obtains an opinion of a nationally-recognized bond
26
counsel substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt
status of the Bonds. For p~ 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 conapensatior[ For proposes of this Section, the Issuer shall not be obligated to
comply with this covenant if it olmins an opinion of a nationally-recognized bond counsel to the effect that
.such failure to comply will not adve~ely affect fl~e excludability for federal income tax purposes from gross
mcome of the interest.
Section 30. SALE OF BONDS. (a) ~l.~Ll~. The sale of the Bonds to the Underwriters
is hereby authorized. The Bonds shall be sold to the Underwriters at such price, and subject to such terms
and conditions as set forth in the Purchase Ag~ement, as shall be determined by the Executive Director
pmsuam to subsection (b) below. The Executive Director, acting for and on behalf of the Issuer, is
authorized to enter into and carry out the Purchase Agreement with the Undem, riters, in substantially the
form attached he.to and made a part hereof for all purposes, with such changes as may be necessary to
effect the sale of the Bonds to the Undemrff~. The authority of the Executive Director to execute the
Purchase Agreement shall expire if the Purchase Agreement has not been executed by the Issuer and by
the Underwriters (acting through their duly designated representative) by 5:00 p.m., Friday, December 27,
2002. One Bond in the principal amount maturing on each maturity dale as set forth in the Purchase
Agllxmlellt ~;hal! be delivered to the Ulld~-wfite~, and the Underwritc~ shall have the fight to exchallge
such bonds as provided in Section 4 hereof without cost
(b) Parameters with Respect_ to Execution of Pureha~ A~ent. The Executive Director is
hereby authorized, appointed, and clesignaled to act on behalf of the Issuer in selling and delivering the
Bonds and carrying out the other procedures specified in this Resolution, including detemiining and fixin~
the date of the Bonds, any additional or different designation orfifle by which the Bonds shall be known,
the aggregate principal amount of the Bonds, the date of dellver¢ of the Bonds, the price at which the
Bonds will be sold, the yeats in which the Bonds win rp.a~e, the to,'.,cipal amount of Bonds to mature in
each of such years, the rote of interest to be borne by each such maturity, the interest payment periods, the
dates, price, and terms upon and at which the Bonds shall be subject to redemption prior to maturity at the
option of the Issuer, as well as any mandatmy sinking fund nxlemption p~u,qsions, and all other matters
relating to the issu~mce, sale, and delivery of the Bonds and the refunding of the Series 2001 Note,
including, wilhout limila11'ofl, obtaining a municipal bond insurance policy and a debt service reserve fund
smety bond in support of the Bonds, all of which shal~ be specified in the Purchase Agreement; provided,
that (i) the price to be paid for the Bonds shall not less than 95% of the agg~g~ ori~nal p, hcipal amount
thereof, plus accrued interest thereon from the date of their delivery, (ii) none of the Bonds shall bear
imerest at a rate greater than 10% per annum and (iii) none of the Bonds shall mature after March 1, 2026.
(c) ~. The "Official Statement" prepared in connection with the sale of the
Bonds, in subs~nfially the form attached to this Resolution, is hereby accepted, approved and authorized
to be delivered in executed form to he Undenvriters. The use of he "Ptelimlr~,y Official Statement"
prepoa~ in connection with the sale of the Bonds is hereby ratified.
27
(d) Bond Insurance and Reserve Fund Ins~wance Policies. Should the Purchase Agreement so
provide, on the date of delivery of the Bonds, the Issuer will obtain from the municipal bond insurance
company identified in the Purchase Agreement (the "Insurer") a municipal bond insurance policy and a debt
service reserve fund policy in support of the Bonds. The Board hereby represents that any debt service
reserve fund policy to be obtained from the Insurer shall be in an mount equal to the Required Reserve
Amount for the Bonds. To that end, for so long as said policies are in effect, the requirements of the
Insurer, as a condition to the issuance of said policies, a~ incorporated by reference into this Resolution
and made a part hereof for all purposes, notwithstanding any other provision of this Resolution to the
contrary. The Executive Director is hereby authorized to execute any agreements or other instruments in
connection with obtaining any such policy.
Section 31. USE OF BOND PROCEEDS. The proceeds from the sale of the Bonds, other than
costs of issuance paid in accordance with an instruction letter of the Issuer, shall be deposited to the credit
of the various Funds created by this Resolution as set forth in a certificate to be delivered to the Paying
Agent/Registrar at closing. Bond proceeds temaleing after the completion of the Project either mall be
deposited to the credit of the Debt Service Fund or shall be used to purchase Bonds in the open market.
Section 32. EXECUTION OF DOCKS. The Chaiqaerson, the Vice Chairperson, the
Executive Director and the Secretary of the Board ofthe Issuer are hereby authorized to execute, deliver,
atteat and affix the seal of the Issuer to all documents and imtnm~nts necessary and appropriate in
connection with the issuance, sale and delivery of the Bonds, including, without limitation, the Paying
~ Agreement and the documentation required to obtain the policies from the Insurer
described in Section 30(d) above, including, without lflnitafion, any agreement between the Issuer and the
Insurer to effect the delivery of a Cr~t Facility which constitutes a Reserve Fund Obligation. The
Chairperson, the Vice Chairperson, the Executive Director and the Secretary of the Board of the Issuer,
and all other officers, employees, and agents of the Issuer, and each of them, shall be and they are hereby
expressly authorized, en'qxnvered, and directed from time to time and at any time to do and perform all
such acts and things and to execute, aclmowledge, and deliver in the name and under the corporate seal
and on behalf of the Issuer all such inslruments, whether er not herein mentioned, as may be necessary or
desirable in order to carry out the tonns and provisions of this Resolution, the Bonds, the sale and delivery
of the Bonds and fixing all details in connection therewith, and to approve any Official Statement, or
Section 33. REASONS FOR REFUNDING. The Issuer is effecting the refunding ofthe Series
2001 Note pursuant to authority graraa~d under the Act. The Board of Direetors hereby determines that it
is in the best interests of the Issuer to refund the Series 2001 No~e for the following reasons. The Series
2001 Note was issued an obligation that was not described in section 103 of the Code, with the intention
of refinancing the Series 2001 Note into long-term obligations that, to the maximum extent poss~le, would
qualify as obligations described in section 103 of the Code. The issuance of the Bonds effects the
convemion of short-term financing into long-tram, tax-exempt financing, as was originally inlended when
the Series 2001 Note was issued, thereby enhancing the cash flow of the Issuer.
28
Section 34. RULES OF CONSTRUCTION. For all purposes of this Resolution, unless the
context requires otherwise, all references to designated Sections and other subdivisions ate to the Sections
and other subdivisions of this Resottrdon. The words "herein", "hereof' and "hereunder' and other words
ofshnilar import rear to this Resolution as a whole and not to any paxticular Section or other subdivision.
Except where the context otherwise requires, tern~s defined in this Resolution to impart the singular number
shall be considemt to include the plural number and vice vetsa~ References to any named person means
that party and its successors and assigns. References to any constitutional, statutory or regulatory provision
means such provision as it exists on the date this Resolution is adopted by the Issuer and any future
amendments thereto or successor provisions thereof. Any reference to the payment of principal in this
Re~lution shall be deemed to include the payment of any ma~d~ory sinking fund redemption payments.
Any refeaence to FORM OF BOND shall refer to the form attached to this Resolution as Exhibit A.
29
EXIt]BIT A
NO.
UNITED STATES OF AMERICA
STATE OF TEXAS
CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION
SALES TAX REVENUE REFUNDING AND IMPROVEMENT BOND,
SERIES 2002 (ARENA PROJECT)
Date of
!~]l~giaalj~ Cusip NO,
October 15, 2002
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
ON THE MATURITY DATE specified above, CORPUS CHRISTI BUSINESS AND/OB
DEVELOPMENT CORPORATION (the "Issuer"), being a nonstock, nonprofit industrial development
corporation organized and ex[~ng trader file laws of file State of Texas, including particularly file
Development Corporation Act of 1979, A~ticle 5190.6, V~.T.C.S., as amended (the "Act"), and acting
on behalf of file City of Corpus Christi, Texas (the "City'S, hereby promises to pay to the registered owner
set forth above or to the assignee or assignees thereof (either being hereinafter called file "registered
ownS') the principal amount set forth above, and to pay intexest thereon from the date of the original issue
specified above, to file maturity date specified above, or the date of redemption prior to maturity, at the
interest rate per annum specified above with imerest being payable on March 1, 2003 and semiannually
on each September 1 and March I thereafter; except that ff file ~d.~-_. e of authentication of this Bond is later
than the first Record Date (hereinat~r defined), such principal mnount shall bear imerest from file interest
payment date next preceding the date of authentication, unless such da~e of authentication is afar any
Record Date but on or before file next following interest payment date, in which case such p~h~cipal amount
shall bear interest from such next following interest payment date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of file United
States of America, without exchange or collection charges. The principal ofthis Bond shall be paid to the
registered owner hereof upon presentation and sunvnder of this Bond at maturity or upon the date fixed
for its redemption prior to maturity, at file corporate trust office in Dallas, Texas (file "Designated Trust
Office'~ of JPMorgan Chase Bank, which is file "Paying Agent/Re~aar~" for this Bond. The payment of
.interest on this Bond shall be made by file Paying Agenl/Re~sttar to file registered owner hereof on file
interest payment date by check or draf~ dated as of such interest payment date, drawn by the Paying
Agent/Registrar on, and payable solely fir~n, funds of file Issuer required by the resolution authorizing the
issuance of the Bonds (',he "Resolution") to be on deposit with the Paying A_gen~Regis~rar for such purpose
as hereinaO~ provided; and such check or cYa~ shall be sent by the Paying Agent/Regatta by United
States mail, first class postage l~repaid, on each such inte~st payment date, to the registered owner hereof,
at the address of the registered owner, as it appeared on the 15th day of the month next preceding such
date (the "Record Date") on the Registration Books kept by the Paying Agent/Regislrar, as hereinafter
described. Any accrued interest due upon the redemption of this Bond prior to maturity as provided herein
shall be paid ~ the registered owner at the Designated Tms~ Office of the Paying Agent~egisWar upon
presentation and surreader of this Bond for redemption and payment at the Designated Trust Office of the
Paying AgonVRegiswar. The Issuer covenants with the registered owner of this Bond that on or before
each principal payment d~pte, interest paymem date, and accrued interest payment date for this Bond, it will
make available to the Paying Agent/Registrar, from the "Debt Service Fund" created by the Resolution, the
amounts required to provide for the payment, in immedia~ly available i~m,ta, of all ~nhtcipal of and inte~
on the Bonds, when due. In addition, interest may be paid by such other method, acceptable to the Payin~
Agent/Re~s~, requested by, and at the risk and expense of, the registered owner. Inthe event of anon-
payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such
in~erest payment (a "Special Record Date") will be established by the Paying Ag~tit~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 (which shall be 15 days m%r the Special
Record Date) shall be sent at least five business days prior to the special record date by the United States
mail, first-class postage prepaid, to the address of each owner of a Bond appem-ing on the Regisuation
Books 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 imerest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on which bank/ng institutions in the city where the Designmed Trust Office
of the Paying Agent/Registrar is located are authorized by law or executive order to dose, 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 paymont was due. Notwithstanding the foregoing, during
any period in which ownerahip of the bonds of~ Series is detej~alned only by a book enu~ at a securities
depository therefor, any paymem to the securities depository, or its nominee or registered assigns, shall be
THIS BOND is one of an issue of Bonds initi~y da~ed the dine of original issue spec/fled on the
face of this Bond, authorized in accordance with the Comfimtion and laws of the State of Texas, including
particularly the Act, in the ori~nal principal amount of $ for the purpose of (i) cons~u~g,
equipping, opora~g and maintaining, or causing to be acquired, constructed, equipped, opiated and
mainmirted the Project, (ii) refunding the Series 2001 Note, and 0ii) payin~ other co~s associated with the
purposes described in clauses (i) and (ii), for the specific purpose ofthe promotion and oneouragement of
employment and the public welfare.
ON SEPTEMBER 1, 2012, or any date thereafter, the Bonds of this Series maturing on md after
September 1,2013 may be redeemed prior to their scheduled maturities, at the option of the Lssuer, with
funds derived from any ava!l~ble source, as a whole, or in part, and, if in part, the maturity or maturities of
Bonds and the amounts thereof, to be redeemed shall be selected and designated by the Issuer, and the
Issuer shall direct the Paying Agent/Registrar to call by lot Bonds, or portions t~reofwithin such ma~des
.and in such pchicipal mounts, for nxleroption (provided that a portion of this Bond may be redeemed only
.m an integral multiple of $5,000), at the nxlen~on price of the principal amount thereof, plus accrued
interest to (but excluding) the date fixed for redemption; provided, that during any period in which
ownership of the Bonds is determined only by a book ent, y at a securities depository for the Bonds, if
fewer than all of the Bonds of the same maturity and bearing the sarae interest rate are to be redeemed, the
pa~icular 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 oftha
Resolution, on September i, 20__, with respect to Bonds maturing September 1, 20__, and on September
1, 20 , with respect to Bonds maturing September 1, 20 , in ~e following years and in the following
amounts, at a price equal to the principal amount thereof and aeorued and unpaid interest to (but excluding)
the date ofnxlemption, without iJmafium:
* F~al Matmty
The principal amoum of the Bonds subject to sinking fund redemption requixed to be redeemed on any
mandatory sinking fund mdemlXion date .qhal! be relluced at the option of the Issuer by the prlucipal amount
of such Bonds which, at least filly (50) days prior to the mandatory sinking fund rederalxion date, shall have
been acquired by the Issuer, and delivered to the Paying Agent/Registrar for cancellation or ~qha/l have been
redeemed pursuant to the optional redemption provisions of this Bond and not previously credited to the
mandatory sinking fund redemption; provided, that dining any period in which ownership of the Bonds is
determined only by a book enlry at a securities depositmy for the Bonds, the particular Bonds to be called
for mandatory redemption shall be selected in accordance with the anungements between the Issuer and
the securities depository.
THE BONDS shall be subject to exttaontinary optional redemption by the Issuer, in whole or in
paxt (provided that a portion of this Bond may be redeemed only in an integral multiple of $5,000) at any
time or from time to time at a redemption price equal to the p~hLcipal amount thereof plus accrued interest,
if any, to (but excluding) the nxtempfion date, without premium, if the Issuer has delivered to the City an
opinion of a law finn selected by the Issuer with nationally recoL3ni~gxl standing with respect to section 103
of the Internal Revenue Code of 1986, as amended (the "Code"), addressed to the Issuer and the City
substantially to the effect that (i) a failure to redeem Bonds (or the relevant portion thereof) may adversely
affect the exclusion of interest on the Bonds from the grrr~s income of the holders under section 103 of the
Code and (ii) redemption of the Bonds in the amount set forth in the opinion (but in no smaller mount than
set forth in such opinion) would permit the continuance of any exclusion so afforded under section 103 of
the Code.
AT LEAST 30 days prior to the date fixad for redemption, written notice of such redemption shall
be given by the hying Agent/Regisu~ by United States mail, f~st class postage prepaid, to the registered
owner of each Bond to be redeemed at its address as it appeared on the books of the Paying
AgenvRegistrar on the forty-fifth day prior to the date fixed for redemption. The failure to receive such
notice in writing, or any defect therein, or in the sending or mailing thereof, shall not affect the validity or
effectiveness of the proceedin~ for the redemption of 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
pnee for the Bonds which are to be so redeemed, plus accrued interest thereon to the date fixed for
redumption~ If such notice of redemption is given and if due provision for such payment is made, all as
provided above, the Bonds which are to be so redeemed thereby automatically shall be txeated as
redeemed prior to their scheduled maturities, and they shall not bear interest allow the date fixed for
redemption, and they shall not be regarded as being outstanding except for the tight of the registered owner
to receive the redemption price plus accrued interest from the Paying Agent/Registrar out of the funds
provided for such paymem.
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 Resolution, this Bond,
or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees
hereof, be assigned, transfet~ and exchanged for a like aggregate principal anaount of fully r~gistemd
Bonds, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as
the case may be, having the same denomination or denominations in any integral multiple of $5,0(10 as
requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon
smt~uder of this Bond to the Paying Agent/Regimar for cancellation, all in accordance with the form and
procedures set forth in the Resolution. Among other requirements for such assignment and ha~st~', this
Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper insmmaents
of assignment, in form and with guarantee of signatures satisfactory to the Paying Ageal/Registrar,
evidencing assignment of this Bond to the assignee or assignees in whose name or names this Bond or ~
such portion or portions hereof is or are to be translated and registere& The form of Assignment printed
or endomed on this Bond shall be executed by the registered owner or its duly authorized attorney or
representative to evidence the assignment hereof. The Issuer shall pay the Paying Agent/Registrars
standard or customary fees and chaxges for making such traa.st~r, but the one requesting such mmsfer shall
pay any taxes or other governmental charges required to be paid with ~peet thereto. The Paying
Agont/Regis~ shall not be required to make mmsfe~s of regis~afion of this Bond or any pordon hereof
(9 during the period con;aaencing with the close of business on any Record Date and ending with the
opening of business on the next following principal or inte~ payment date, or, (ii) with ~espeet to any
Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption
date. The registered owner of this Bond shall be deemed and treated by the Issuer and the Paying
AgnnffRegistmr as the absolute owner hereof for all proposes, including payment and discharge of liability
upon this Bond to the exlent of such payment, and the Issuer and the Paying Agent/Registrar shall not be
affected by any notice to the conln~ry.
IN THE EVENT any Paying AgenffRegistrar for the Bonds is changed by the Issuer, resigns, or
otherwise ceases to act as such, the Issuer has covenanted in the Resolution that it promptly will appoint
a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be
mailed to the registered owners of the Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges
all of the tenm and pn~tisions of the Resolution, agrees to be bound by such terms and provisions,
acknowledges that the Resolution is duly recorded and available for impection in the official minutes and
records of the governing body of the Issuer, and agrees ltmt the terms and provisions of this Bond and the
Resolution constitute a contract between each registered owner hereof and the Issuer.
WHENEVER the beneficial owneeship of this Bond is determined by a book entry at a securities
depository for the Bonds, the foregoing requh~ments of holding, delivering or ~nsfe/'t'h~g this Bond shall
be modified to require the appropriate person or entity to meet the requixements of the securities depository
as to registering or transferring the book entaS' to produce the same effect.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, sold, 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 Bond have
been performed, existed, and been done in accordance with law; tl~at this Bond is a special obligation of
the Issuer; that neither the State of Texas, the City, nor any political COlporation, subdivision, or agency
of the State of Texas, nor any member of the Board of Directors of the Issuer, either individually or
collectively, shall be obligated to pay the principal of or the imerest on this Bond and neither the faith and
credit nor the taxing power (except as described below) of the State of Texas, the City, or any other
political coqxa, ation, subdivision, or agency thereof is pledged to the payment of the principal of or the
~ on this Bond; that the ~,fiacipal of and interest on this Bond, together with outstanding bonds of the
Issuer similarly secured, are secured by and payable from a first lien on and pledge of certain funds ereated
under the Resolution and the revenues defined in the Resolution as the "Pledged Revenues", which include
the proceeds of a one-eighth of one percent sales and use tax levied for the benefit of the Issuer by the City
for the Arena project (the "Sales Tax") pursuant to Section 4A of the Act; and that the registered owner
hereof shall not have the right to demend payment of the pfineipal of or inten~t on this Bond from any tax
proceeds other than the Sales Tax proceeds levied and collected for the benefit of the Issuer by the City
pursuant to Section 4A of the Act, or from any other source.
THE ISSUER has reserved the right, subjec~ to restrictions stated and adopted by reference in the
Resolution authorizing this Series of Bonds, to issue additional parity revenue bonds which also may be
made payable from and secured by a lien on and pledge of the aforesaid Pledged Revenues.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or
facsimile signature of the Chairperson of the Board of Directors of the Issuer and countersigned with the
manual or facsimal% signature of the Secretary of the Board of Directors of the Issuer, and has caused the
official seal of the Issuer to be duly impressed, or plaid in Pacsimile, on this Bond.
Board of Di~'tors
Chahvmon,
Bomrd of Direetor~
(SEAL)
FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS*:
COM[rrROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by the
Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public
Accounts of the State of Texas.
Wimess my signature and seal this
(COMPTROLLER'S SEAL)
Comptroll~: of Public Accounts
of the State of Texas
* To be printed only on the Bonds submilled to the Office of the Attorney General for approval,
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE,:
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration Certificate of the
Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Resolution de~cnbed
on the face of this Bond; and that this Bond has been issued in exchange for or replacement of a bond,
bonds, or a portion of a bond or bonds of an issue which originany was approved by the Attorney General
of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
JPMorgan Chase Bank,
By.
Authorized Rept~/~u~talive
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized
representative or attorney thereof, hereby assigns this Bond to
/ /
(Assignee's Social Security (print or type Assignee's name
or Taxpayer Identification Number) and address, including zip code)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Bond on the Paying Agent/Registrars Registration Books with
full power of substitution in the p~alses.
Dated
Signature Guaranteed:
NOTICE: This signature must be guaranteed by a member of the New York Stock Exchange or
a commercial bank or trust company.
NOTICE: This signature must correspond with the name of the Registered Owner appearing on
the face of this Bond in every particular without alteration or enlargement or any change ~.
A statement of insurance furnished by the Insurer (as defined in Section 30(d) hereof) with respect to the
municipal bond insm'aacg policy issued for the Bonds may be printed on or affixed to the Bonds.
Exhibit B
to
Resolution
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 19 of ~ Resolution.
Annual Financial Statements and Operating Data
The finaacial 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 Stateraont referred to) below:
1. The information of the general type included in tables 1 through 4, inclusive.
2. Appendix D to the Official Statemcm,"Financial Statements of the Corpus Christi
Business and Job Development Corporation".
Accounting Principles
The accounting prh~ciples referred to in such Section are the accounting principles described in the
notes to the financial statements refelxed to in paragraph 2 above.
PROJECT AGREEMENT
THIS PROJECT AGREEMENT (this "Contract") executed by and between the
City of Corpus Christi, Texas (the "City") and the Corpus Christi Business and Job
Development Corporation (the "Corporation")
WITNESSETH:
WHEREAS, the Corporation was created by the City pursuant to authority
granted by Article 5190.6, Texas Revised Civil Statutes, as amended (the "Act"),
specifically with the Corporation to possess the powers granted by Section 4A of the
Act; and
WHEREAS, on November 7, 2000, the citizens of the City voting at an election
on said date approved the levy of a one-eighth of one percent sales and use tax upon
the receipts at retail of taxable items, pursuant to Section 4A of the Act, for the "Arena
Project", as described in the proposition approved by the citizens voting at said election
(the ''Arena Project Sales Tax"); and
WHEREAS, under authority of the Act, it is the intent of the Corporation to issue
bonds, notes or other obligations permitted by law (collectively referred to herein as the
"Bonds") for the purpose of financing eligible projects under the Act, particularly Section
4A thereof, and to secure said bonds with the Arena Project Sales Tax collected by the
City under authority of Section 4A of the Act; and
WHEREAS, on the date of the execution of this Contract, the Corporation has
adopted a bond resolution (the "Resolution") and the City has approved the adoption of
the Resolution by the Corporation, which Resolution has authorized the issuance of the
Bonds for the purpose of financing Costs related to the construction, equipping,
operation and maintenance of the "Arena Project" (as so defined in the Resolution, the
"Project"); and
WHEREAS, the Corporation and the City heretofore have entered into a sales
tax remittance agreement (the "Sales Tax Remittance Agreement") for the purpose of
providing a mechanism for distributing the Arena Project Sales Tax between the
Corporation and the City; and
WHEREAS, the parties hereto find it necessary and advisable to enter into this
Agreement to evidence the duties and responsibilities of the respective parties with
respect to the construction and acquisition of the Project.
NOW THEREFORE, in consideration of the covenants and agreements herein
made, and subject to the conditions herein set forth, the City and the Corporation
contract and agree as follows:
Section 1. DEFINITIONS AND INCORPORATION OF PREAMBLES. The terms
and expressions used in this Contract, unless the context shows clearly otherwise, shall
have meanings set forth herein, including terms defined in the Preambles hereto, which
preambles are incorporated in and made a part hereof for all purposes, or, if not defined
herein, such terms shall have the meanings given in the Resolution.
Section 2. OBLIGATION OF CORPORATION TO ACQUIRE. The Corporation
agrees to pay, and will pay, all of the actual costs of acquiring and equipping, by
purchase and construction, the Project, through the issuance of its Bonds to provide the
money for such payment, all in the manner hereinafter described and as provided in the
Resolution; and the Corporation, by such payment, will thus acquire, construct and
equip the Project for the benefit of the City.
Section 3. THE RESOLUTION. The proceeds from the sale of the Bonds will be
used for the payment of all of the Corporation's costs and expenses in connection with
the Project and the Bonds, including, without limitation, all financing, legal, printing,
administrative, and other expenses and costs incurred in issuing its Bonds and
acquiring the Project, and to fund a debt service reserve and the other funds required by
the Resolution. The Resolution authorizes the issuance of Bonds in the amount not to
exceed $50,000,000, to cover the costs and expenses and other amounts required for
the initial development of the Project, and to refund the outstanding Series 2001 Notes
issued by the Corporation to acquire the site at which the Arena Project is to be
constructed and other costs associated with the development of the Arena Project, as
specified in the Resolution. However, should the Bond proceeds be insufficient for the
payment of all of the Corporation's costs and expenses in connection with the
acquisition, construction and equipping of the Project, subject to the limitations
contained in the Resolution concerning the use of excess Pledged Revenues, the
Corporation may use Arena Project Sales Tax revenues, to the extent they are in
excess of amounts needed to pay debt service on the Bonds, and, if so required by the
terms of the Resolution, to fund and maintain a reserve fund, to complete the Project in
accordance with the terms of the Resolution, and in accordance with Section 4 hereof.
Section 4. ACQUISITION CONTRACTS. The City, acting on behalf of and as
agent for the Corporation, will enter into such contracts as are necessary to provide for
acquiring, by purchase and construction, the entire Project, and said contracts shall be
executed as required by the laws applicable to the City. The Corporation shall cause
the amounts due under such contracts to be paid from the proceeds from the sale of the
Bonds. The Corporation shall deposit the proceeds from the sale of the Bonds into the
Construction Fund in accordance with the Resolution. Said Construction Fund shall be
used for paying the Corporation's costs and expenses incidental to the Bonds and to
pay the costs of acquiring, by purchase and construction, the Project. All contracts and
draws on the Construction Fund shall be approved by the Corporation and the City, and
any form of written approval signed by the Chairperson of the Board of Directors of the
Corporation or by the Director of Financial Services of the City will evidence the
approval of the Corporation and the City for the purposes of this Section 4. Draws on
the Construction Fund shall be made in accordance with Section 11 of the Resolution.
Section 5. OWNERSHIP OF PROJECT. (a) The Corporation will provide, make
available, and render, to and for the benefit of the City and its inhabitants, the facilities
and services of the Project paid for and acquired by the Corporation pursuant to this
Contract. It is agreed that the City always shall have the exclusive use of the Project.
In consideration of the Corporation's acquiring, making available, and rendering to and
for the benefit of the City and its inhabitants, the facilities and services of the Project,
the City makes and agrees to comply with its covenants which are set forth in the Sales
Tax Remittance Agreement. As further consideration, it is agreed that the City will have
the sole responsibility for operating and maintaining the Project, and that funds for such
purpose shall be made available to the City by the Corporation from the Arena Project
Sales Tax, consistent with the proposition authorizing the levy and collection of the
Arena Project Sales Tax approved by the citizens of the City at the November 7, 2000
election. The City shall not be relieved of its covenants and obligations under the Sales
Tax Remittance Agreement, notwithstanding the failure of the Corporation to acquire or
construct all or any part of the Project. It is hereby provided that in further consideration
of the covenants made by the City under this Section and under the Sales Tax
Remittance Agreement, the City shall become the owner of the Project upon completion
of the construction of each distinct portion of the Project, as more particularly described
in Section 5(b) of this Contract.
(b) After completion of the acquisition and construction of each identifiable
portion of the Project, and when an identifiable portion of the Project is ready to be
placed in service, the City shall inspect the same and if it is found by the City to have
been acquired and constructed as required by this Contract, the City, acting by and
through the City Manager of the City, shall notify the Corporation in writing that it has
accepted the Project. Upon such acceptance, all of the Corporation's right, title, and
interest of every nature whatsoever in and to such portion of the Project automatically
shall vest irrevocably in the City without the necessity of the execution of any convey-
ance by the Corporation, and such transaction shall result in the automatic sale and
delivery of such portion of the Project by the Corporation to the City, and the vesting of
title to such portion of the Project in the City in consideration for the agreement of the
City to perform its obligations required under this Contract. If requested in writing by the
City, acting by and through the City Manager of the City, the Corporation will execute
and deliver to the City an appropriate instrument acknowledging that such sale, delivery,
and vesting of title has occurred, but such instrument shall not be necessary to effect
the automatic sale, delivery, and vesting of title, which shall occur as described above.
Until the acceptance of a portion of the Project by the City, ail right, title, and interest in
and to a portion of the Project shall be in the Corporation. After such acceptance and
the resulting sale, delivery, and vesting of title in the City, the Corporation shall have no
right, title, or interest in, or responsibility with respect to, a portion of the Project and the
Corporation shall have no right to extend, improve or otherwise expend funds in the
Construction Fund of the Resolution for such portion of the Project.
Section 6. ACQUISITION. The City and the Corporation agree to proceed
promptly with the acquisition, by purchase and construction, of the Project. The City
and Corporation hereby covenant that they will make a diligent effort to complete such
acquisition as soon as practicable. The City and the Corporation do not anticipate any
delays in completing the acquisition of the Project, but the City and the Corporation shall
not be liable to each other for any damages caused by any delays in completion of the
Project.
Section 7. USE OF CITY'S PUBLIC PROPERTY. By these presents, the City
authorizes use by the Corporation of any and all real property, streets, alleys, public
ways and places, and general utility or sewer easements of City for acquisition and
construction of the Project.
Section 8. FORCE MAJEURE. If, by reason of Force Majeure, either party
hereto shall be rendered unable wholly or in part to carry out its obligations under this
agreement, then such party shall give notice and full particulars of such Force Majeure
in writing to the other party within a reasonable time after occurrence of the event or
cause relied upon, and the obligation of the party giving such notice, so far as it is
affected by such Force Majeure, shall be suspended during the continuance of the
inability then claimed, except as hereinafter provided, but for no longer period, and any
such party shall endeavor to remove or overcome such inability with all reasonable
dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes,
lockouts, or other industrial disturbances, acts of public enemy, orders of any kind of the
Government of the United States or the State of Texas or any civil or military authority,
insurrections, riots, epidemics, landslides, lightning, earthquake, fires, hurricanes,
storms, floods, washouts, droughts, arrests, restraint of government and people, civil
disturbances, explosions, breakage or accidents to machinery, pipelines, or canals, or
other causes not reasonably within the control of the party claiming such inability. It is
understood and agreed that the settlement of strikes and lockouts shall be entirely
within the discretion of the party having the difficulty, and that the above requirement
that any Force Majeure shall be remedied with all reasonable dispatch shall not require
the settlement of strikes and lockouts by acceding to the demands of the opposing party
or parties when such settlement is unfavorable to it in the judgment of the party having
the difficulty. It is specifically excepted and provided, however, that in no event shall
any Force Majeure relieve the City of its obligation to transfer Arena Project Sales Tax
revenues to the Corporation as required under the Sales Tax Remittance Agreement,
and for the Corporation to apply, account for, and transfer the Pledged Revenues as
provided in the Resolution.
Section 9. REGULATORY BODIES. This Contract and the Project shall be
subject to all valid rules, regulations, and laws applicable thereto passed or promulgated
by the United States of America, the State of Texas, or any governmental body or
4
agency having lawful jurisdiction or any authorized representative or agency of any of
them.
Section 10. TERM OF CONTRACT. That the term of this Contract shall be for
the period during which the Bonds or any interest thereon are outstanding and unpaid.
[Execution Page Follows]
IN WITNESS WHEREOF, the Corporation and the City, acting under authority of
their respective governing bodies have caused this Contract to be duly executed in
several counterparts, each of which shall constitute an original, all as of the 21st day of
August, 2001, which is the date of this Contract.
CORPUS CHRISTI BUSINESS AND
JOB DEVELOPMENT CORPORATION
ATTEST:
By
Chairperson, Board of Directors
Secretary, Board of Directors
(CORPORATION SEAL)
CITY OF CORPUS CHRISTI, TEXAS
ATTEST:
By.
City Manager
City Secretary
(CITY SEAL)
$47,540,000'
CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION
SALES TAX REVENUE REFUNDING AND IMPROVEMENT BONDS,
SERIES 2002 (ARENA PROJECT)
PURCHASE CONTRACT
October ,2002
Chairperson and Board of Directors
Corpus Christi Business and Job Development Corporation
1201 Leopard
Corpus Christi, Texas 78401
Ladies and Gentlemen:
The undersigned (the "Underwriters"), acting through the Authorized Representative
designated in Section I hereof (the "Authorized Representative"), offer to enter into the following
agreement (this "Purchase Contract") with the CORPUS CHRISTI BUSINESS AND JOB
DEVELOPMENT CORPORATION (the "Corporation") which, upon your acceptance of this offer,
will be binding upon you and upon the Underwriters.
The offer contained herein is made subject to your acceptance of this Purchase Contract on
or before 10:00 p.m., Corpus Christi, Texas time, on the date hereof and, if not so accepted, will be
subject to withdrawal by the Underwriters upon notice delivered to the Corporation by the
Underwriters at any time prior to the acceptance hereof by the Corporation.
1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis
of the respective representations, warranties, and covenants set forth herein, the Underwriters hereby
agree to purchase from the Corporation, and the Corporation hereby agrees to sell and deliver to the
Underwriters, all (but not less than all) of an aggregate of $47,540,000 original principal amount of
CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION SALES TAX
REVENUE REFUNDING AND iMPROVEMENT BONDS, SERiES 2002 (ARENA PROJECT)
(the "Bond¥"). The Bonds shall be dated October 15. 2002 and shall have the stated maturities, be
offered at the prices, and bear interest at the rates pcr annum all as set forth in the Official Statement
(hereinafter defined). Interest on the Bonds will be payable initially on March 1,2003 and on each
September 1 and March I thereafter. In addition, the authorization for the City Manager to obtain
a municipal bond insurance policy for the Bonds and a surety bond policy for the Reserve Fund for
*Preliminary, subject to change
#45232900vl
thc Bonds is further described in Schedule i attached hereto. As provided in the Bond Resolution
(hereafter defined), the City Manager has been authorized by the Board of Directors of the
Corporation to execute this Purchase Contract based upon the information contained in Schedule I
hereto. The purchase price for the Bonds is $ (representing an aggregate principal
amount of $ of Bonds, plus a net original issue premium of $ , less the
Underwriters' discount of $ ), and no accrued interest. On behalf of the Corporation, the
Underwriters shall also transfer, via federal funds wire, on the date of the Closing the amount of
$ to the Insurer (hereinafter defined) as the insurance premiums for the bond insurance
policy and the surety bond policy, if any. This amount shall reduce the purchase price for the Bonds
and is being transferred to the lnsurer by the Authorized Representative on the date of the Closing
(hereafter defined) as an accommodation to the Corporation.
The Bonds are to be issued pursuant to the provisions of Texas Revised Civil Statutes
Annotated Article 5190.6, as amended (the "Act"), specifically Section 4A of the Act, and are
secured under the provisions of a resolution dated October 7, 2002 authorizing their issuance and
sale (the "BondResolution") adopted by the Board of Directors of the Corporation (the "Board") on
the date hereof. The Bonds are to bear interest, be subject to redemption, and be payable as
provided in the Bond Resolution, all as described in the Official Statement referred to below.
Capitalized terms not defined herein shall have the meanings assigned in the Bond Resolution.
A portion of the proceeds received by the Corporation from the sale of the Bonds pursuant
hereto and certain other funds of the Corporation, if any, shall be utilized to redeem the Refunded
Notes (as defined in the Official Statement).
The Corporation and the City Council of the City of Corpus Christi, Texas (the "City") have
entered into a Sales Tax Remittance Agreement (the "Financing Agreement") relating to the transfer
of the Sales Tax from the City to the Corporation and a Project Agreement (the "Project
Agreement ") relating to the construction and transfer of the Project frmn the Corporation to the City.
RBC Dain Rauscher Inc. represents that it has been duly authorized to execute this Purchase
Contract and has been duly authorized to act hereunder as the Authorized Representative. All
actions which may be taken hereunder by the Underwriters may be taken by the Authorized
Representative alone. In as much as this purchase and sale represents a negotiated transaction, the
Corporation understands, and hereby confirms, that the Underwriters are not acting as a fiduciary
of the Corporation, but rather are acting solely in their individual capacities as an underwriter for
their own accounts.
2. Public Offering. The Underwriters agree to make a bona fide public offering of all
of the Bonds at a price not to exceed the public offering price set forth on the cover of the Official
Statement and may subsequently change such offering price without any requirement of prior notice.
The Underwriters agree, for the purpose of enabling the Corporation to comply with its obligations
set forth in Section 5(1) of this Purchase Contract, to inform the Corporation of the date of expiration
of the initial offering period for the Bonds. The Underwriters may offer and sell Bonds to certain
#45212900vl -2-
dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than
the public offering price (or yields higher than the public offering yields) stated on the cover of the
Official Statement. On or before Closing, the Authorized Representative shall execute the Issue Price
Certificate attached hereto as Exhibit A verifying the initial offering prices to the public at which a
substantial amount of each stated maturity of the Bonds was sold to the public.
3. Official Statement. The Bonds are described in the final Official Statement dated
the date hereof, a substantially final version of which is attached hereto as Exhibit B. Such final
Official Statement, together ~vith the Appendices thereto, as further amended or supplemented only
in the manner hereinafter provided, is herein referred to as the "Official Statement".
The Corporation hereby authorizes and approves the distribution and use by the
Underwriters of the Official Statement in connection with the offering and sale of the Bonds. In
addition, the Corporation hereby ratifies and approves the distribution of the Preliminary Official
Statement dated October 17~ 2002 relating to the Bonds (the "Preliminary Official Statement") and
its use by the Underwriters prior to the date hereof in connection with the offering and sale of the
Bonds. The Corporation shall within seven days of the date hereof(exclusive of Saturdays, Sundays,
and legal holidays) provide additional printed copies of the Official Statement in such form and
number as the Underwriters may request in order to enable the Underwriters to comply with their
obligations set forth in 17 C.F.R. Section 240.15c2-12 ("Rule 15c2-12"). In the event that the
number of additional copies of the Official Statement supplied to the Underwriters pursuant to the
immediately preceding sentence shall prove to be insufficient to enable the Underwriters to comply
with their obligations under paragraph (b) of Rule 15c2-12, the Corporation agrees to make available
from time to time such additional printed or photostatic copies of the Official Statement as may be
required to enable the Underwriters to comply with their obligations under Rule 15c2-12, but at the
expense of the Underwriters. Lastly, the Board hereby ratifies and approves the execution by the
Chairperson of the Board of a Rule 15c2-12 Certificate pertaining to the distribution of the
Preliminary Official Statement.
4. Securi~ Deposit. Delivered to the Corporation herewith is a corporate check of the
Authorized Representative payable to the order of the Corporation in the amount of $475,000. The
Corporation agrees to hold such check uncashed until the Closing to ensure the perforn~ance by the
Underwriters of their obligations to purchase, accept delivery of, and pay for the Bonds at the
Closing. Concurrently with the payment by the Underwriters of the purchase price of the Bonds at
the Closing, the Corporation shall return such check to the Authorized Representative. Should the
Corporation fail to deliver the Bonds at the Closing, or should the Corporation be unable to satisfy
the conditions of the obligations of the Underwriters to purchase, accept delivery of, and pay for the
Bonds, as set forth in this Purchase Contract (unless waived by the Authorized Representative), or
should such obligations of the Underwriters be terminated for any reason permitted by this Purchase
Contract, such check shall immediately be returned to the Authorized Representative. In the event
the Unde~vriters fail (other than for a reason permitted hereunder) to purchase, accept delivery of,
and pay for the Bonds at the Closing as herein provided, such check shall be retained by the
Corporation as and for full liquidated damages for such failure of the Underwriters and for any
defaults hereunder on the part of the Underwriters. Acceptance of such check by the Corporation
#45232900vl -3-
shall constitute a full release and discharge of ali claims and damages for such failure and for any
and all such defaults, and neither the Corporation nor any other person shall have any further action
for damages, specific performance, or any other legal or equitable relief against the Underwriters.
The Underwriters and the Corporation understand that in such event the Corporation's actual
damages may be greater or may be less than such amount. Accordingly, the Underwriters hereby
waive any right to claim that the Corporation's actual damages are less than such amount, and the
Corporation's acceptance of this offer shall constitute a waiver of any right the Corporation may have
to additional damages from the Underwriters. The Authorized Representative hereby agrees not to
stop or cause payment on said check to be stopped unless the Corporation has breached any of the
terms of this Purchase Contract.
5. Representations and Warranties. The Corporation hereby represents and warrants
to the Underwriters as follows:
(a) The Corporation is a nonprofit industrial development corporation of the
State of Texas created by the City of Corpus Christi, Texas pursuant to Section 4A of the
Act, and is duly created, organized and existing in good standing under the laws of the State
of Texas and the Act.
(b) The Corporation has the power and is authorized under the laws of the State
of Texas, including particularly the Act, to (i) issue the Bonds for the purpose for which
they are to be issued, and (ii) enter into and perform this Purchase Contract, the Project
Agreement, and the Financing Agreement.
(c) The Corporation has the requisite right, power, and authority (i) to adopt the
Bond Resolution authorizing the issuance of the Bonds and the execution and delivery of
this Purchase Contract, the Project Agreement, and the Financing Agreement, (ii) to
execute, deliver, and perform its obligations under this Pumhase Contract, the Project
Agreement, and the Financing Agreement, and (iii) to consurmnate the transactions
described in such instruments and in the Official Statement, and the Corporation has
complied with all provisions of applicable law in all matters relating to such transactions.
(d) The information contained in the Preliminary Official Statement is as of the
date hereof, and the information contained in the Official Statement as of the date of
Closing, will be correct in all material respects, and such information does not contain and
will not contain any untrue statement ora material fact and does not omit and will not onfit
to state a material fact required to be stated therein or necessary to make the statements in
the Preliminary Official Statement, as of the date hereof, or in the Official Statement, as of
the date of Closing, in light of the circumstances under which they were made, not
misleading.
(e) The Corporation has duly authorized all necessary action to be taken by it
for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Official
~45232900vt -4-
Statement; (ii) the approval of the Official Statement and the signing of the Official
Statement by a duly authorized officer(s); and (iii) the execution, delivery, and receipt of
this Purchase Contract, the Bonds, the Project Agreement, the Financing Agreement, and
any and all such other agreements and documents as may be required to be executed,
delivered, and received by the Corporation in order to carry out, give effect to, and
consummate the transactions described herein and in the Bonds, the Official Statement, the
Project Agree~nent, and the Financing Agreement.
(f) The Bond Resolution is and, on the date of the Closing, will be in full force
and, on the date of Closing, the Financing Agreement and the Project Agreement will have
been duly executed and delivered by the Corporation. The Bond Resolution is and, on the
date of the Closing, will be the legal and valid act of the Corporation, and, assuming the
due authorization, execution, and delivery of such instruments by the other parties thereto
and their authority to perform such instm~nents, this Purchase Contract, the Project
Agreement, and the Financing Agreement are, and, on the date of the Closing will be, the
legal, valid, and binding agreements on behalfo fthe parties thereto, enforceable (assuming
the due authorization and execution by the other parties to such documents) in accordance
with their respective terms (except to the extent that such enforceability may be limited by
bankruptcy, insolvency, reorganization, and similar laws affecting creditors' rights
generally and general principles of equity).
(g) The Bonds, when issued, delivered, and paid for as herein provided, will
have been duly authorized, executed, and issued and will constitute legal, valid, and binding
obligations of the Corporation entitled to the benefits of the Bond Resolution.
(h) Except as otherwise disclosed in the Official Statement, there is no action,
suit, proceeding, inquiry, or investigation at law or in equity or before or by any
commission, public board, or body pending against the Corporation or, to the knowledge
of the Corporation, threatened against or affecting the Corporation (or, to the knowledge
of the Corporation, any basis therefor) contesting the due organization and valid corporate
existence of the Corporation or wherein an unfavorable decision, ruling, or finding would
adversely affect (i) the transactions described herein or in the Official Statement relating
to the issuance of the Bonds by the Corporation, (ii) the validity or due adoption of the
Bond Resolution, or the validity, due authorization, and execution of the Bonds, this
Purchase Contract, the Project Agreement, the Financing Agreement, or any agreement or
instrument to which the Corporation is a party and which is to be used in the consummation
of the transactions described herein or in the Official Statement, (iii) the collection or
application of the Sales Tax pledged to pay the principal of and interest on the Bonds, or
(iv) the federal tax-exempt status of the interest on the Bonds. Except as described in the
Official Statement, the Corporation is not a party to any litigation or other proceeding
pending or, to its knowledge, threatened, in any commission, agency, or other
administrative body (either state or federal) which, if decided adversely to the Corporation,
would have a materially adverse effect on the financial condition of the Corporation.
#4s232900vl
-5-
(i) The authorization, execution, and delivery by the Corporation of the Official
Statement, this Purchase Contract, the Bonds, the Project Agreement, the Financing
Agreement, and the other documents described herein and in the Official Statement, the
adoption of the Bond Resolution by the Corporation, the consummation of the transactions
described herein and therein, and compliance by the Corporation with the provisions of
such instruments, do not and will not conflict with or constitute on the part of the
Corporation a breach of or a default under any provision of the Constitution of the State of
Texas or the Act or any other existing law, commission or administrative decision,
regulation, decree, or order or any agreement, indenture, mortgage, lease, or other
instrument by which the Corporation or its properties are or, on the date of Closing, will
be bound or affected.
(j) Other than the opinion of the Attorney General of the State of Texas
approving the Bonds as required by law and the registration of the Bonds by the
Comptroller of Public Accounts of the State of Texas (which approvals and registration
shall have been duly obtained or effected on or before the date of the Closing), and other
than such perufits, consents, licenses, notices, and filings, if any, as may be required under
the securities or blue sky laws of any jurisdiction as requested by the Underwriters (all of
which, subject to Section 11 (c) hereof, shall have been duly made or obtained on or before
the date of the Closing), no permit, consent, license, notice, or filing with governmental
authorities is necessary or required (i) to permit the Corporation to execute and deliver this
Purchase Contract, the Financing Agreement, or the other instruments and documents
described herein or therein, to perform its obligations hereunder and thereunder, or to
consummate the transactions described herein or therein, or (ii) to issue and deliver the
Bonds as described herein and in the Official Statement, or to perform in accordance with
thc terms hereof and thereof, or (iii) to adopt and enact the Bond Resolution, or to perform
in accordance with the terms thereof, or to issue and sell the Bonds as therein and in the
Official Statement provided.
(k) The financial statements of the Corporation included in Appendix C to the
Official Statement present fairly the financial position and the results of operations of the
Corporation at the respective dates and for the respective periods indicated therein, in
confbrmity with generally accepted account principles applied on a consistent basis
throughout the periods presented.
(I) If, after the date of this Purchase Contract to and including the date the
Underwriters are no longer required to provide an Official Statement to potential customers
who request the same pursuant to the Rule 15c2-12 (the earlier of (i) 90 days from the end
of the underwriting period (as defined in Rule 15c2-12) and (ii) the time when the Official
Statement is available to any person from a nationally recognized municipal securities
repository, but in no case less than 25 days after the end of the underwriting period for the
Bonds), the Corporation becomes aware of any fact or event which might or would cause
the Official Statement, as then supplemented or amended, to contain any untrue statement
ora material fact or to omit to state a material fact required to be stated therein or necessary
#4>232900v1 -6-
to make the statements therein, not misleading, or if it is necessary to amend or supplement
the Official Statement to comply with law, the Corporation will notify the Authorized
Representative (and for the purposes of this clause provide the Authorized Representative
with such information as it may from time to time request), and if, in the reasonable opinion
of the Authorized Representative, such fact or event requires preparation and publication
of a supplement or amendment to the Official Statement, the Corporation will forthwith
prepare and furnish, at the Corporation's own expense (in a form and manner approved by
the Authorized Representative), a reasonable number of copies of either amendments or
supplements to the Official Statement so that the statements in the Official Statement as so
amended and supplemented will not, contain any untrue statement ora material fact or omit
to state a material fact required to be stated therein or necessary to make the statements
therein not misleading or so that the Official Statement will comply with law. If such
notification shall be subsequent to the Closing, the Corporation shall furnish such legal
opinions, certificates, instruments and other documents as the Authorized Representative
may deem necessary to evidence the troth and accuracy of such supplement or amendment
to the Official Statement.
(m) Between the date of this Purchase Contract and the date of the Closing the
Corporation shall disclose to, discuss with, and provide any information reasonably
requested by the Underwriters in connection with any breach, default, or failure to comply,
of whatever nature and of which the Corporation has knowledge, regarding any law, loan
agreement, indenture, or other agreement to which the Corporation is a party or to which
the Corporation or any of the property or assets of the Corporation is other,vise subject.
(n) The Corporation has not been notified of any listing or proposed listing by
the Internal Revenue Service to the effect that the Corporation is a bond issuer whose
arbitrage certificates may not be relied upon.
(o) To the best of the knowledge and belief of the Corporation, the Preliminary
Official Statement contains information, including financial information on operating data,
concerning every entity, enterprise, fund, account, or person that is material to an evaluation
of the offering of the Bonds; and the Corporation has entered into previous continuing
disclosure undertakings (the '~Undertaking") in a written contract or agreement specified
in Rule 15c2-12 (b)(5)(i) and has not failed to comply with any such Undertaking in any
material respect.
(p) The Bonds conform to the descriptions thereof contained in the Official
Statement under the caption "THE BONDS"; the Bond Resolution conforms to the
description thereof contained in the Official Statement under the caption "THE BONDS";
the proceeds of the sale of the Bonds will be applied generally as described in the Official
Statement under the caption "SOURCES AND USES OF FUNDS" and the Undertaking
conferees to the description thereof contained in the Official Statement under the caption
"CONTINUING DISCLOSURE OF INFORMATION."
#45232900v1 -7-
(q) Between the date of this Purchase Contract and the Closing, the Corporation
will not, without the prior written consent of the Underwriters, issue any additional bonds,
notes or other obligations for borrowed money payable in whole or in part from the
revenues of the Corporation's Sales Tax levied by the City and transferred to the
Corporation pursuant to the Act, nor will there be any adverse change of a material nature
in the financial position of the Corporation.
(r) The Corporation will apply, or cause to be applied, the proceeds from the
sale of the Bonds as provided in and subject to all of the terms and provisions of the Bond
Resolution and not to take or omit to take any action which action or omission will
adversely affect the exclusion from gross income for federal income tax purposes of the
interest on the Bonds.
(s) Any certificate, signed by any official of the Corporation authorized to do
so in connection with the transactions contemplated by this Purchase Contract, shall be
deemed a representation and warranty by the Corporation to the Underwriters as to the
statements made therein.
(t) Between the date of this Purchase Contract and the date of the Closing the
Corporation shall disclose to, discuss with, and provide any information reasonably
requested by the Underwriters in connection with any breach, default, or failure to comply,
of whatever nature and of which the Corporation has knowledge, regarding any law, loan
agreement, indenture, or other agreement to which the Corporation is a party or to which
the Corporation or any of the property or assets of the Corporation is otherwise subject.
6. Representations and Covenants. The Authorized Representative hereby agrees to
file the Official Statement with a nationally recognized municipal securities information repository.
Unless otherwise notified in writing by the Authorized Representative, the Corporation can assume
that the end of the underwriting period for purposes of the Rule 15c2-12 is the date of the Closing.
7. Delivery of, and Payment for, the Bonds. The consummation of the sale of the
Bonds to the Underwriters (the "Closing") shall be held at such location or locations as may be
mutually agreed upon by the Corporation and the Underwriters. The Closing shall be held at the
offices of McCall, Parkhurst & Horton L.L.P., 717 North Harwood, Suite 900, Dallas, Texas 75201
at 9:00 a.m., Dallas, Texas time, on November 21, 2002, or at such other time or date as shall be
mutually agreed upon by the Corporation and the Authorized Representative.
Subject to the conditions stated herein, at the Closing, the Corporation will deliver, or cause
to be delivered, to the Underwriters the Bonds (being one initial Bond per maturity) in temporary
form, duly executed and registered as hereinafter provided, together with the other documents
hereinafter mentioned, and the Underwriters will accept such delivery and pay the purchase price of
the Bonds as set forth in Section 1 hereof in immediately available funds by check or wire transfer
to or for the account of the Corporation. [t is anticipated that the definitive Bonds shall be issued
in the form of one typewritten or printed bond for each maturity, registered in the name of
#45232900v I -8-
Cede & Co., as the registered owner and nominee for The Depository Trust Company, New York,
New York ("D T£7') in the same aggregate principal amount of the Bonds. Delivery of the Definitive
Bonds as aforesaid shall be made at the place in New York, New York, designated by DTC. The
Corporation will have the opinion of Bond Counsel attached to or printed on the Bonds. The
definitive Bonds shall be in fully registered fom~, bear proper CUSIP numbers, and be in authorized
denominations and registered in such names and in such amounts as the Underwriters may request.
The definitive Bonds shall be made available to the Underwriters for checking and packaging not
less than two full business days prior to the Closing. In lieu of the foregoing, such Bonds shall be
held in safe custody by the paying agent/registrar or any authorized agent for the paying
agent/registrar. The paying agent/registrar shall release or authorize the release of such Bonds at the
Closing from safe custody to the Underwriters upon receipt by the Corporation of payment for the
Bonds as provided herein.
In addition, the Corporation and the Underwriters agree that there shall be a preliminary
Closing held at such place as the Corporation and the Authorized Representative shall mutually
agree, commencing at least 24 hours prior to the Closing; provided, however, in lieu of this
preliminary closing Bond Counsel may provide the counsel to the Underwriters with a complete
Transcript of Proceedings on the business day preceding the Closing. Drafts of all documents to be
delivered at the Closing shall be prepared and distributed to the parties and their counsel for review
at least three business days prior to the Closing.
8. Certain Conditions to Underwriters' Obligations. The obligations of the
Underwriters hereunder are subject to the satisfaction on or before the date of the Closing of each
of the following conditions (unless waived by the Under~vriters in writing):
(a) The representations and warranties of the Corporation contained herein or
on any certificate or other document delivered pursuant to the provisions hereof shall be
true on and as of the date of the Closing as though such representations and warranties were
made on and as of the date of the Closing.
(b) The Corporation shall have perfbrmed and complied with all agreements and
conditions required by this Purchase Contract to be performed or complied with by it prior
to or on the date of the Closing.
(c) At the time of the Closing, the Bond Resolution shall be in full force and
effect, and the Bond Resolution shall not have been amended, modified, or supplemented,
and the Official Statement shall not have been amended, modified, or supplelnented, except
as may have been agreed to in writing by the Underwriters.
(d) At the time of the Closing, all official action of the Corporation related to
the Bond Resolution shall be in full force and effect and shall not have been amended,
modified, or supplemented.
#45232900vl -9-
(e) The Corporation shall not have failed to pay principal or interest when due
on any of its ontstanding obligations for borrowed money.
(f} Except as described in the Official Statement, no suit, action, investigation,
or legal or administrative proceeding shall be threatened or pending before any commission
or governmental agency which is likely to result in the restraint, prohibition, or the
obtaining of damages or other relief in connection with the issuance of the Bonds or the
consummation of the transactions described herein, or which, in the opinion of the
Underwriters, would have a materially adverse effect on the transactions described herein.
(g) All steps to be taken and all instruments and other documents to be
executed, and all other legal matters in connection with the transactions described in this
Purchase Contract shall be reasonably satisfactory in legal form and effect to counsel for
the Unde~vriters.
(h) At or prior to the Closing, the Underwriters shall have received two (2)
executed copies of each of the following documents:
(1) the opinion, dated the date of the Closing, of McCall, Parkhurst &
Horton L. L. P., Dallas, Texas as bond counsel ("Bond Counsel"), in substantially the
form attached in the Official Statement as Appendix D relating to the Bonds;
(2) the supplemental opinion of Bond Counsel in substantially the form
attached hereto as Exhibit C;
(3) an opinion, dated the date of the Closing, of Fulbright & Jaworski
L.L.P., San Antonio, Texas, counsel for the Underwriters, in substantially the form
of Exhibit D hereto;
(4) an opinion, dated the date of the Closing, of the City Attorney in the
substantially form attached hereto as Exhibit E hereto;
(5) an opinion, dated the date of the Closing, dated the date of Closing,
of the general counsel to (the "Insurer") addressed
to the Underwriters, Bond Counsel, counsel to the Underwriters, the financial
advisors to the Corporation, and the Corporation in a form satist:actory to Bond
Counsel and counsel to the Underwriters;
(6) a certificate of the Corporation, dated the date of the Closing and
signed on its behalf by the Chairperson of the Board, acting solely in his official
capacity, in form satisfactory to Bond Counsel and counsel to the Underwriters, to
the effect that (a) the representations and warranties of the Corporation herein, or
in any certificate or document delivered by the Corporation pursuant to the
provisions hereof; are true and correct in all material respects on and as of the date
of the Closing as though such representations and warranties were made on and as
of thc date of the Closing, (b) all agreements or conditions to be performed or
complied with by the Corporation hereunder to effect the delivery of the Bonds on
or prior to the date of the Closing have been performed or complied with, and
(c) there has not been any materially adverse change in the financial condition of
the Corporation since July 31, 2001;
(7) the Official Statement executed on behalf of the Corporation by the
Chairperson and the Secretary by manual or facsimile signatures;
(8) a copy of the Bond Resolution and all other orders, ordinances, or
resolutions or other proceedings of the Corporation authorizing the issuance and
sale of the Bonds and the execution and delivery of this Purchase Contract, the
Official Statement, the Project Agreement, and the Financing Agreement in each
case certified by the Secretary of the Board, as having been duly adopted and being
in full force and effect and as being true. accurate, and complete copies thereof;
(9) the unqualified opinion, dated on or prior to the date of the Closing,
of the Attorney General of the State of Texas (the "Attorney General"), relating to
the legality and validity of the Bonds, the defeasance of the Refunded Notes, and
approving the Bonds as required by law;
(10) evidence satisfactory to the Underwriters that the Bonds have been
registered by the Comptroller of Public Accounts of the State of Texas as required
by law;
(11) a letter from Moody's Investors Service, Inc., Standard & Poor's
Ratings Group, and Fitch Ratings indicating a rating for the Bonds which is not
lower than "Aaa", "AAA" or "AAA", respectively, based upon the issuance of the
bond insurance policy by the Insurer;
(12) a certificate, dated the date of the Closing, executed by the
Chai~T~erson of the Board, acting solely in his official capacity, to the effect that
(i) except to the extent disclosed in the Official Statement, no litigation to which the
Corporation is a party is now pending before any federal or state court, or
administrative body, or to his knowledge threatened, that seeks to restrain or enjoin
the issuance or delivery of the Bonds or questioning the issuance or sale of the
Bonds, or the authority or action of the governing body of the Corporation relating
to the issuance or sale of the Bonds, or the levy, collection, or application of the
Sales 'Pax pledged to pay the principal of and interest on the Bonds, or the pledge
thereof, or that would otherwise adversely affect in a material manner the financial
#43232900vt -1 1-
condition of the Corporation to pay the principal of and interest on the Bonds; and
neither the corporate existence or boundaries of the Corporation nor the right to
hold office of any me~nber of the governing body of the Corporation or any other
elected or appointed official of the Corporation is being contested or otherwise
questioned, or in any way contesting or affecting the validity of the Bonds, the
Bond Resolution, the Financing Agreement, the Project Agreement, or this
Purchase Contract, or contesting the powers of the Corporation to issue the Bonds,
or contesting authorization of the Bonds, or the Bond Resolution, or contesting in
any way the accuracy, completeness, or fairness of the Preliminary Official
Statement (to the extent not modified by the Official State~nent) or the Official
Statetnent; and (ii) to the best of such person's knowledge, no event affecting the
Corporation has occurred since the date of the Official Statement which should be
disclosed therein for the purpose for which it is to be used or which it is necessary
to be disclosed therein in order to make the statements and information therein not
misleading in any respect;
(13) a certificate of the Corporation, dated the date of the Closing, and
signed by an authorized representative of the Corporation in the form approved by
Bond Counsel and satisfactory to the Authorized Representative and Underwriters'
counsel, with respect to arbitrage matters relating to the Bonds;
(14) a policy of bond insurance from the Insurer, which unconditionally
and irrevocably guarantees the full, complete, and timely payment of an amount
equal to the principal of and interest on the Bonds and a surety bond policy relating
to the Reserve Fund, along with the customary closing certificates executed by the
Insurer;
(15) copies of the election proceedings from the November 7, 2000
election authorizing the imposition of the Sales Tax and evidence of preclearance
of this election by the United States Department of Justice;
(16) a certificate from the authorized representative of the City relating
to certain matters with respect to the City, the Sales Tax, the Financing Agreement,
the Project Agreement, the City's Resolution (hereinafter defined) and the issuance
of the Bonds;
(17) the certificate of existence and a good standing certificate dated
within thirty days of the closing relating to the Corporation;
(18) the resolution adopted by the City Council of the City on October ,
2002 (the "City's Resolution") approving the Financing Agreement, the Project
Agreement, and the issuance of the Bonds; and
#4q232900v I - 12-
(19) Evidence satisfactory to the Authorized Representative that the
Refunded Notes are no longer outstanding and had been paid in full.
(i) The Underwriters shall receive such additional legal opinions, certificates,
proceedings, instruments, and other documents as counsel to the Underwriters or Bond
Counsel may reasonably request to evidence compliance by the Corporation with legal
requirements, the troth and accuracy, as of the time of Closing, of the representations and
warranties of the Corporation contained herein, and the due performance or satisfaction by
the Corporation at or prior to such time of all agreements then to be performed and all
conditions then to be satisfied by the Corporation.
(j) The Corporation shall have returned the corporate check of the Authorized
Representative delivered to the Corporation pursuant to Section 4 hereof.
(k) The Underwriters shall receive such additional legal opinions, certificates,
proceedings, instruments, and other documents as counsel to the Underwriters or Bond
Counsel may reasonably request to evidence compliance by the Corporation with legal
requirements, the truth and accuracy, as of the time of Closing, of the representations and
warranties of the Corporation contained herein.
All such opinions, certificates, letters, agreements, and documents will be in compliance
with the provisions hereof only if they are satisfactory in form and substance to the Underwriters and
their counsel and to Bond Counsel. The Unde~vriters shall be entitled to receive such conformed
copies or photocopies of such opinions, certificates, letters, agreements, and documents as the
Underwriters may reasonably request.
9. Conditions to Obligations of the Corporation. The obligations of the Corporation
hereunder to deliver the Bonds shall be subject to receipt on or belbre the date of the Closing of the
purchase price set forth in Section 1 hereof, the opinion of Bond Counsel described in Section
8(h)( I ) hereof, and the opinion of the Attorney General o fTexas described in Section 8(h)(9) hereof.
10. Termination. The Underwriters shall have the right to cancel their obligation to
purchase the Bonds if, between the date hereof and the Closing, (i) legislation shall be enacted or
recommended to the Congress for passage by the President of the United States, or favorably
reported for passage to either House of the Congress by any comlnittee of such House to which such
legislation has been referred for consideration, a decision by a Commission of the United States or
the United States Tax Commission shall be rendered, or a ruling, regulation, or statement by or on
behalf of the Treasury Department of the United States, the Internal Revenue Service, or other
governmental agency shall be made or proposed, the effect of any or all of which would be to impose
directly or indirectly federal income taxation upon interest received on obligations of the general
character of the Bonds or upon income of the general character to be derived by the Corporation in
such a manner as, in the reasonable opinion of the Underwriters, would materially adversely affect
the market price of the Bonds, or the market price generally of obligations of the general character
of the Bonds, or (ii) there shall exist any event which, in the reasonable judgment of the
#45232t~00v I - 13-
Underwriters, either (a) makes untrue or incorrect in any material and adverse respect any statement
or information contained in the Official Statement or (b) is not reflected in the Official Statement
but should be reflected therein in order to make the statements and information contained therein not
misleading in any material respect, or (iii) there shall have occurred any national or international
calamity or crisis, including, without limitation, financial crisis, or a financial crisis or a default with
respect to the debt obligations of, or the institution of proceedings under the federal or the state
bankmptcy laws by or against the State of Texas or any political subdivision, agency, or
instrumentality of the State of Texas, the eff'ect of which on the financial markets of the United
States being such as, in the reasonable judgment of the Underwriters, would make it impracticable
tbr the Unde~wvriters to market the Bonds or to enforce contracts for the sale of the Bonds, or (iv)
there shall have occurred any (a) new material outbreak of hostilities (including, without limitation,
an act of terrorism) or (b) new material other national or international calamity or crisis, or any
material adverse change in the financial, political or economic conditions affecting the United States,
including, but not limited to, an escalation of hostilities that existed prior to the date hereof and the
effect of any such event on the financial markets of the United States, shall be such as would make
it impracticable, in the reasonable judgment of the Underwriters, for the Underwriters to sell the
Bonds on the terms and in the manner contemplated by the Official Statement; or (v) there shall be
in force a general suspension of trading on the New York Stock Exchange, or (vi) a general banking
moratorium shall have been declared by either federal, Texas, or New York authorities, or (vii) there
shall have occurred any materially adverse change in the affairs or financial condition of the
Corporation, except for changes which the Official Statement discloses have occurred or may occur,
or (viii) legislation shall be enacted or any action shall be taken by the Securities and Exchange
Commission which, in the written opinion of counsel for the Underwriters delivered to the
Underwriters and the Corporation, has the effect of requiring the contemplated distribution of the
Bonds to be registered under the Securities Act of 1933, as amended, or requiring the Bonds or the
Bond Resolution or any other document relating to the Bonds or transactions described herein to be
qualified under the Trust Indenture Act of 1939, as amended, or (ix) a stop order, ruling, regulation,
or official statement by or on behalf of the Securities and Exchange Commission shall be issued or
made to the effect that the issuance, offering, or sale of the Bonds, or of obligations of the general
character of the Bonds, is in violation of any provision of the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended, or the Trust Indenture Act of 1939, as amended,
or (x) any state blue sky or securities commission or other governmental agency or body in a state
in which Bonds shall have been sold shall have withheld registration, exemption, or clearance of the
offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto,
and in the reasonable judgment of the Underwriters, the market tYr the Bonds would be materially
affected thereby, or (xi) the Constitution of the State of Texas shall be amended, or an amendment
shall be proposed, or legislation shall be enacted, or a decision shall have been rendered as to matters
of Texas law, or any order, ruling, or regulation shall have been rendered as to or on behalf of the
State of Texas by an official, agency, or department thereof, affecting the tax status of the
Corporation, its property or income, its bonds (including the Bonds), or the interest thereon, which
in the reasonable judgment of the Underwriters would materially affect the market price of the
Bonds.
#45232900vi -14-
If the Corporation shall be unable to satisfy the conditions to the obligations of the
Underwriters to purchase, to accept delivery of, and to pay for the Bonds contained in this Purchase
Contract, or if the obligations of the Underwriters to purchase, to accept delivery of, and to pay for
the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase
Contract shall terminate and be of no further force or effect, and neither the Underwriters nor the
Corporation shall be under further obligation hereunder, except that the respective obligations of the
Corporation and the Underwriters set forth in Sections 12, 13, 14, 15, and 17 hereof shall continue
in fi~ll fBrce and effect. In addition, the Corporation shall promptly return the corporate check of the
Authorized Representative delivered to the Corporation pursuant to Section 4 hereof.
I I. Particular Covenants of the Corporation. The Corporation covenants and agrees
with the Underwriters as follows:
(a) Subject to the limitations contained in paragraph 5(1) hereof, the Corporation
shall cooperate with the Underxvriters in amending or supplementing the Official Statement
whenever requested by the Undetwvriters if, in the reasonable judgment of the Authorized
Representative, such amendment or supplement is required.
(b) The Corporation shall not revise, amend, or supplement the Official
Statement unless such revision, amendment, or supplement has been previously approved
by the Authorized Representative.
(c) The Corporation shall cooperate with the Underwriters and their counsel in
any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws
of such jurisdictions of the United States as the Underwriters may reasonably request, and
to maintain such qualifications in effect until the distribution of the Bonds described in the
Official Statement shall have been completed; provided, however, the Corporation shall not
be required to qualify as a foreign corporation or file a general written consent to suit or to
file a general written consent to service of process in any jurisdiction. The Corporation
consents to the use of the Bond Resolution, the Preliminary Official Statement, and the
Official Statement by the Underwriters in obtaining such qualifications.
(d) Any certificate or other instrument or document signed by an authorized
officer or agent of the Corporation and delivered to the Underwriters pursuant to the terms
and provisions hereof shall be deemed to be a representation and warranty made by the
Corporation to the Underwriters as to the statements made therein.
(e) From and after the date of this Purchase Contract through and including the
time of the Closing, the Corporation will not, without the prior written consent of the
Underwriters, issue any additional bonds, notes, or other obligations for borrowed money,
incur any material liabilities, direct or contingent, payable from or secured by any of the
revenues or assets that will secure the obligations.
#43232900vl - 15-
(0 If, at any time prior to the time of the Closing as herein provided, an event
of which the Corporation has knowledge occurs affecting the Corporation which is
materially adverse for the purpose for which the Official Statement is to be used and is not
disclosed in the Official Statement, the Corporation shall notify the Authorized
Representative, and if, in the opinion of the Corporation and the Authorized Representative,
such event requires a supplement or amendment to the Official Statement, the Corporation
shall supplement or amend the Official Statement in a fom~ and in a manner approved by
the Underwriters, counsel to the Underwriters, and Bond Counsel to the Corporation.
12. Survival of Representations. All representations, warranties, and agreements of the
Corporation hereunder or in any certificate delivered pursuant hereto shall remain operative and in
full force and effect, regardless of any investigation made by or on behalf of the Underwriters, and
shall survive the delivery of and payment for the Bonds and any termination of this Purchase
Contract by the Underwriters pursuant to the terms hereof.
13. Payment of Expenses. Costs related to the issuance and sale of the Bonds,
including, but not limited to, costs of preparation, printing, and mailing of the Bonds, the Preliminary
Official Statement, and the Official Statement, the fees and expenses of Coastal Securities and Lotus
Capital Management, L.L.C., the co-financial advisors to the Corporation, any fees and expenses
owed by the City, postage, any costs relating to the redemption of the Refunded Notes, the fees and
costs of Paying Agent/Registrar, the cost of obtaining credit ratings on the Bonds, the fees of the
Attorney General, the Insurer's premiums for the bond insurance policy and surety bond policy
(which may be transmitted by the Authorized Representative to the Insurer as described in Section
1 hereof), any other persons retained by the Corporation relating to this transaction, and the fees and
disbursements of Bond Counsel to the Corporation, shall be paid out of the proceeds of the Bonds
or other funds of the Corporation. The Underwriters shall pay for their costs related to the purchase
of the Bonds, including, without limitation, appropriate advertising expenses and the fees and
expenses of their counsel.
14. No Personal Liability. None of the members of the Board, nor any officer, agent,
or employee of the Corporation, shall be charged personally by the Underwriters with any liability,
or be held liable to the Underwriters under any term or provision of this Purchase Contract, or
because of execution or attempted execution, or because of any breach or attempted or alleged
breach, of this Purchase Contract.
15. Continuing Disclosure Agreement. The Corporation will agree in the Bond
Resolution to provide certain periodic information and notices of material events in accordance with
Securities and Exchange Commission Rule 15c2-12, as described in the Official Statement under
"CONTINUING DISCLOSURE OF INFORMATION". The Authorized Representative has
reviewed the agreement as set forth in the Bond Resolution and the Underwriters' obligation to
accept and pay for the Bonds is conditioned upon delivery to the Underwriters or their agent of a
certified copy of the Bond Resolution containing the agreement described under such heading.
#4~232900v I - 16-
16. Notices. Any notice or other communication to be given to the Corporation under
this Purchase Contract may be given by delivering the same in writing at its address set forth above,
Attention: Chairperson and any notice or other comnmnication to be given to the Underxvriters under
this Purchase Contract may be given by delivering the same in writing to: RBC Dain Rauscher h~c.,
1001 Fannin, Suite 700, Houston, Texas 77002 Attention: Mr. Mark Nitcholas.
17. Parties in Interest. This Purchase Contract is made solely for the benefit of the
Corporation and the Underwriters (including the successors or assigns of the Underwriters), and no
other person shall acquire or have any right hereunder or by virtue hereof. This Purchase Contract
shall constitute the entire agreement between us and is made solely for the benefit of the Corporation
and the Underwriters (including successors or assigns of the Underwriters) and no other person shall
acquire or have any right hereunder or by virtue hereof. This Purchase Contract may not be assigned
by the Corporation. All of the Corporation's representations, warranties and agreements contained
in this Purchase Contract shall remain operative and in full force and effect, regardless of (i) any
investigations made by or on behalf of the Underwriters; (ii) delivery of and payment for the Bonds
pursuant to this Purchase Contract; and (iii) any temfination of this Purchase ContracL
18. Governing Law and Choice of Law. This Purchase Contract shall be governed by
and construed in accordance with the laws of the State of Texas and the United States of America.
19. Business Day. For purposes of this Purchase Contract, business day means any day
on which the New York Stock Exchange is open for trading.
20. Status of the Underwriters. It is understood and agreed that for all purposes of this
Purchase Contract and the transactions contemplated hereby the Underwriters have, in their role as
underwriters, acted solely as independent contractors and have not acted as a financial or investment
advisor, fiduciary or agent to or for the Corporation, whether directly or indirectly through any
person. The Corporation recognizes that the Underwriters expect to profit from the acquisition and
potential distribution of the Bonds.
21. General. This Purchase Contract may be executed in several counterparts, each of
which shall be regarded as an original and all of which will constitute one and the same instrument.
The section headings of this Purchase Contract are for convenience of reference only and shall not
affect its interpretation. This Purchase Contract shall become effective upon your acceptance hereof
and delivery of a signed copy of this Purchase Contract to the Authorized Representative.
[Execution page Jbllows.]
#45232900vl -17-
Ve~x truly yours,
RBC DAIN RAUSCHER INC.
J.P. MORGAN SECURITIES INC.
BY: RBC DAIN RAUSCHER INC.
By:
Title:
Accepted and agreed to as of
the date first above written:
CORPUS CHRISTI BUSINESS AND
JOB DEVELOPMENT CORPORATION
By:
Chairperson, Board of Directors
#45232900vl S-1
Maturity (March 1)
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
SCHEDULE I
PRICING INFORMATION
Principal Amount Interest Rate
Yield
The Bonds shall be dated October 15, 2002 and interest shall accrue from the date of initial
delivery of the Bonds to the Underwriters and shall be payable initially on March 1, 2003, and each
September I and March I thereafter until stated maturity or prior redemption.
The City reserves the right to redeem, prior to maturity, those Bonds maturing on and after
March 1,20 , in whole or in part from ti~ne to time, on March I, 20 ._, and on any date thereafter,
at a price of par plus accrued interest to the date fixed for redemption, and without premium.
#43232900vl Schedule- 1
The City Manager is authorized to secure a bond insurance policy and debt service reserve
surety bond policy for the Bonds from for a combined premium
not to exceed $
~4s:3>~1~0~ i Schedule-2
EXHIBIT A
ISSUE PRICE CERTIFICATE
The undersigned hereby certities with respect to the sale of the "Corpus Christi Business And
Job Development Corporation Sales Tax Revenue Refunding and Improvement Bonds, Series 2002
(Arena Project)" in the aggregate original principal amount of $47,540,000 (the "Bon&") as
follows:
1. The undersigned is the underwriter or the manager of the syndicate of underwriters
which has purchased the Bonds from the Corpus Christi Business and Job Development Corporation
(thc "Corporation") at a negotiated sale.
2. The undersigned and/or one or more other members of the underwriting syndicate,
if any, have made a bona fide offering to the public of the Bonds of each stated maturity at the
respective prices set forth below.
3. The initial offering price (expressed as a percentage of principal amount or yield and
exclusive of accrued interest) for the Bonds of each stated maturity at which a substantial amount
(at least 10%) of the Bonds of such stated maturity was sold to the public is as set forth below:
Principal Amount at Year of Offering Price
Stated Maturity ($) Stated Maturity or Yield (%)
#4s232900vl A- 1
Principal Amount at Year of Offering Price
Stated Maturity ($) Stated Maturity or Yield (%)
4. The ter~n 'Tmblic", as used herein, means persons other than bondhouses, brokers,
dealers, and similar persons or organizations acting in the capacity of underwriters or wholesalers.
5. The offering prices described above reflect current market prices at the time of such
sales.
The CUSIP number of the Bond with the latest stated maturity is
7. The undersigned understands that the statements made herein will be relied upon by
the Corporation in its efforts to comply with the conditions imposed by the Internal Revenue Code
of 1986, as amended, and by Bond Counsel in rendering their legal opinion concerning the
excludability of interest on the Bonds from the gross income of their owners.
EXECUTED AND DELIVERED this
RBC Dain Rauscher Inc.
By:
Title:
#45232900vl A-2
EXHIBIT B
Official Statement
#452329110vl B- l
EXHIBIT C
[Supplemental Opinion of Bond Counsel]
November 21, 2002
Corpus Christi Business
and Job Development Corporation
1201 Leopard
Corpus Christi, Texas 78401
City of Corpus Christi, Texas
1201 Leopard
Corpus Christi, Texas 78401
RBC Dain Rauscher Inc.,
as Authorized Representative of
a Group of Underwriters
1001 Fannin, Suite 700
Houston, Texas 77002
Ladies and Gentlemen:
We have served as bond counsel to the Corpus Christi Business and Job Development
Corporation (the "Corporation") in connection with the issuance of the "Corpus Christi Business
and Job Development Corporation Sales Tax Revenue Refunding and Improvement Bonds, Series
2002 (Arena Project)", in the original principal amount of $47,540,000 (the "Bonds") pursuant to
the provisions of a resolution duly adopted by the Board of Directors of the Corporation on
October 7, 2002 (the "Bond Resolution"). The Bond Resolution, the Financing Agreement, the
Purchase Contract, the Project Agreement, and the Agreement are referred to herein as the "Issuer
Documents". Capitalized terms not otherwise defined in this opinion have the meanings assigned
in the hereinafter defined Purchase Contract.
In our capacity as bond counsel to the Corporation, we have reviewed the following:
1. a certified copy of the Bond Resolution;
an executed counterpart of the Purchase Contract dated October , 2002 (the
"Purchase Contract") between the Corporation and the Underwriters named in such
Purchase Contract;
an executed counterpart of the Sales Tax Remittance Agreement dated as of October
, 2002 (the "Financing Agreement") between the Corporation and the City of
Corpus Christi, Texas (the "City");
#45232900vl C- l
an executed counterpart of the Project Agreement dated as of October ,2002 (the
"Prc~/ect Agreement") between the Corporation and the City;
an executed counterpart of the Paying Agent/Registrar Agreement dated as of
October ,2002 (the "Agreement") between the Corporation and JPMorgan Chase
Bank, Dallas, Texas;
6. a copy of the OfiScial Statement dated October ,2002;
'7.
the resolution adopted by the City Council of the City on October , 2002 (the
"City's Resoh~tion") approving the issuance of the Bonds and authorizing the
execution of and approving the Financing Agreement, the Purchase Contract, and the
Project Agreement;
such other agreements, docmnents, certificates, opinions, letters, and other papers as
we have deemed necessary or appropriate in rendering the opinions set forth below;
and
Texas Revised Civil Statutes Annotated Article 5190.6, as amended (the "Act"), and
such other provisions of the Constitution and laws of the State of Texas and the
United States of America as we believe necessary to enable us to render the opinions
herein contained.
in making our review, we have assumed the authenticity of all documents and agreements
submitted to us as originals, conformity to the originals of all documents and agreements submitted
to us as certified or photostatic copies, the authenticity of the originals of such latter documents and
agreements, and the accuracy of the statements contained in such documents.
Based upon the foregoing, and subject to the qualifications and exceptions hereinafter set
fm~h, we are of the opinion that under the applicable laws of the United States of America and the
State of Texas in force and effect on the date hereof:
The Corporation has duly adopted and enacted the Bond Resolution in accordance
with the Act: the Corporation has full legal right, power, and authority to enter into
the Purchase Contract, the Agreement, the Project Agreement, and the Financing
Agreement, to adopt the Bond Resolution, and to issue, sell, and deliver the Bonds
to the Underwriters as provided in the Purchase Contract; the Corporation has duly
authorized and approved the execution and the delivery of, and the performance by
the Corporation of the obligations contained in, the Bonds, the Purchase Contract, the
Agreement, the Project Agreement, the Financing Agreement, and the Bond
Resolution, and all other transactions contemplated by the Official Statement; the
Corporation has complied with, and is in compliance with Texas law in all respects
regarding, the sale, issuance, and delivery of the Bonds, including the provisions
relating to its obligations under the Act, the Bond Resolution, the Bonds, the Project
Agreement, the Agreement, the Financing Agreement, and the Purchase Contract;
and assuming the due authorization, execution, and delivery by the other contracting
#4q232900vl C-2
parties to the Issuer Documents, the Bond Resolution and the Issuer Documents
constitute valid, legal, and binding agreements of the Corporation, enforceable in
accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization or other laws relating to or affecting the rights of creditors generally
and general equitable principles.
2. The Refunded Notes had been redeemed and are no longer outstanding.
The Bonds are not subject to registration under the Securities Act of 1933, as
amended, and the Bond Resolution is not required to be qualified under the Trust
Indenture Act of 1939, as amended.
The statements in thc Official Statement, insofar as they describe the Bonds and the
Bond Resolution (except for any financial, technical, or statistical data therein), under
the captions "THE BONDS" "REGISTRATION", "TAX MATTERS", "LEGAL
INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS",
"CONTINUING DISCLOSURE OF INFORMATION" (except under the subcaption
"Compliance with Prior Undertakings" as to which no opinion is expressed) and
APPENDIX A are correct as to matters of law and fairly and accurately present the
information purported to be presented therein.
The City is a home rule municipality, a political subdivision of the State of Texas,
and a body politic and corporate, duly created, organized and existing under the laws
of the State of Texas, with full authority to authorize the creation of the Corporation
and to levy and collect the Sales Tax securing the Bonds for the benefit of the
Corporation under the Act.
This opinion is furnished solely for your benefit and may be relied upon only by the
addressees hereof or anyone to whom specific permission is given in writing by us.
Very truly yours,
#4)232900v I C-3
EXHIBIT D
[Letterhead of Fulbright & Jaworski L.L.P.]
November 21, 2002
RBC Dain Rauscher Inc.,
as Authorized Representative of
a Group of Underwriters
1001 Fannin, Suite 700
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as your counsel in connection with the purchase by you on this date of
$47,540,000 original principal amount of "Corpus Christi Business And Job Development
Corporation Sales Tax Revenue Refunding and Improvement Bonds, Series 2002 (Arena Project)"
(the "Bond~") pursuant to a Purchase Contract dated October ,2002 (the "Purchase Contract")
between you and the Corpus Christi Business and Job Development Corporation (the
"Corporation"). This opinion is being furnished to you pursuant to Section 8(h)(3) of the Purchase
Contract. Unless otherwise expressly provided herein, capitalized terms used in this opinion shall
have the meanings ascribed to them in the Purchase Contract.
We have examined a printed copy of each of the Preliminary Official Statement and executed
copies of the Bond Resolution, the Financing Agremnent, the Project Agreement, the Paying
Agent/Registrar Agreement, the City's Resolution, and the Official Statement, and we have
examined and rely upon certain of the certificates and opinions referred to in Section 8(h) of the
Purchase Contract.
In our examination, we have assumed the authenticity of all documents submitted to us as
originals, the conformity to original copies of all documents submitted to us as certified or
photostatic copies, the authenticity of the originals of such latter documents, and the accuracy of the
statements contained in such certificates.
Based upon the foregoing, and subject to the qualifications and exceptions hereinafter set
forth, we are of the opinion that under applicable laws of the United States of America and the State
of Texas in fome and effect on thc date hereofi
1. The Bonds are exempted securities within the meaning of the Securities Act of 1933,
as amended, and it is not necessary in connection with the offer and sale of the Bonds to the public
to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Bonds or the
Bond Resolution under the Trust Indenture Act of 1939, as amended. We express no opinion as to
#45232~)00vl D- 1
any requirements as to the registration of any other security or qualification of any other instrument
under such Act.
2. We have not verified the information contained in the Official Statement. However,
as your counsel we have participated in discussions with respect to the Official Statement with
representatives of the Corporation, McCall, Parkhurst & Horton L.L.P., Bond Counsel, Coastal
Securities and Lotus Capital Management, L.L.C., co-financial advisors to the Corporation, and you,
and, as stated above, we have reviewed the Official Statement. In the course of such discussions and
review, nothing has come to our attention which leads us to believe that the Official Statement
[except with respect to the financial statements and other financial and statistical data included
therein and in the Appendices thereto, including but not limited to the financial statements appearing
in Appendix C thereto (as to which we have not been requested to express a view and as to which
we express no view)] contains any untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading.
In addition to the limitations set forth in the preceding paragraph, we have not been requested
to review, nor have we reviewed, any records or contracts of the Corporation or the basis for any
representations made by representatives of the Corporation, and the foregoing is subject to the
material, statements, and other data contained in the records or contracts of the Corporation and any
such representations, to the extent they are reflected in the Official Statement, not containing any
untrue statement of a material Pact or omitting to state a material fact necessary to make the
statements contained in the Official Statement, in light of the circumstances under which they were
made, not misleading.
We express no opinion and make no comment with respect to the sufficiency of the security
for or the marketability of the Bonds.
This opinion is furnished solely for your benefit and may be relied upon only by the
addressees hereof or anyone to whom specific permission is given in writing by us.
Very truly yours,
#45232900vl D-2
EXHIBIT E
Opinion of City Attorney
November 21, 2002
Corpus Christi Business
and Job Development Corporation
1201 Leopard
Corpus Christi, Texas 78401
RBC Dain Rauscher Inc.,
as Authorized Representative of
a Group of Under~vriters
1001 Fannin, Suite 700
Houston, Texas 77002
City of Corpus Christi, Texas
1201 Leopard
Corpus Christi, Texas 78401
McCall, Parkhurst & Horton L.L.P.
717 North Harwood, Suite 900
Dallas, Texas 75201
Fulbright & Jaworski L.L.P.
300 Convent. Suite 2200
San Antonio, Texas 78205
Coastal Securities
5555 San Felipe, Suite 2200
Houston, Texas 77002
Lotus Capital Management, L.L.C.
One Canal Place
365 Canal Street, Suite 1180
New Orleans, Louisiana 70130
Ladies and Gentlemen:
i serve as the City Attorney for the City of Corpus Christi, Texas (the "City") and have acted
as such in connection with the issuance of an aggregate principal amount of $47,540,000 original
principal amount o f"Corpus Christi Business and Job Development Corporation Sales Tax Revenue
Refunding and Improvement Bonds, Series 2002 (Arena Project)" (the "Bonds"') pursuant to the
provisions of a resolution duly adopted by the Board of Directors of the Corpus Christi Business and
Job Development Corporation (the "Cort;oration") on October ,2002 (the "Bond Resolution").
The Bond Resolution, the Financing Agreement, the Purchase Contract, the Project Agreement, and
thc Agreement are referred to herein as the lsxz er Doc ~ments . Capitalized terms not otherwise
defined in this letter have the meanings assigned in the Purchase Contract dated October ,2002,
executed between the City and RBC Dain Ranscher Inc., as the authorized representative of the
underwriters (the "Purchase Contract").
In my capacity as City Attorney to the City, l have reviewed the following:
1. a certified copy of the Bond Resolution;
2. an executed counterpar~ of the Purchase Contract;
#45232900N I [~- l
an executed counterpart of the Sales Tax Remittance Agreement dated as of October
,2002 (the "Financing AgreemenF') between the Corporation and the City;
an executed counterpart of the Project Agreement dated as of October ,2002 (the
"Preject Agreement") between the Corporation and the City;
an executed counterpart of the Paying Agent/Registrar Agreement dated as of
October ,2002 between the Corporation and J PMorgan Chase Bank, Dallas, Texas
(the "Paying Agent/Registrar Agreement"):
6. a copy of the Official Statement dated October ,2002;
the resolution adopted by the City Council of the City on October , 2002 (the
"Cio"s Resoh~tion") approving the issuance of the Bonds and authorizing the
execution of and approving the Financing Agreement, the Purchase Contract, and the
Project Agreement;
such other agreements, documents, certificates, opinions, letters, and other papers as
I have deemed necessary or appropriate in rendering the opinions set forth below; and
Texas Revised Civil Statutes Annotated Article 5190.6, as amended (the "Act"), and
such other provisions of the Constitution and laws of the State of Texas and the
United States of America as 1 believe necessary to enable me to render the opinions
herein contained.
In making my review, 1 have assumed the authenticity of all documents and agreements
submitted to me as originals, conformity to the originals of all documents and agreements submitted
to us as certified or photostatic copies, the authenticity of the originals of such latter documents and
agreements, and the accuracy of the statement contained in such documents.
Based upon the foregoing, and subject to the qualifications and exceptions hereinafter set
forth, 1 am of the opinion that under the applicable laws of the United States of America and the
State of Texas in force and effect on the date hereof:
The City has duly adopted and enacted the City's Resolution in accordance with the
Act; the City has full legal right, power, and authority to enter into the Financing
Agreement and the Project Agreement and to adopt the City's Resolution; the City
bas duly authorized and approved the execution and the delivery of, and the
performance by the City of the obligations contained in the Financing Agreement and
the Project Agreement and all other transactions contemplated by the Official
Statement; the City has complied with, and is in compliance with Texas law in all
respects regarding, the sale, issuance, and delivery of the Bonds, including the
provisions relating to its obligations under the Act, the City's Resolution, the Bonds,
and the Purchase Contract; and assuming the due authorization, execution, and
delivery by the other contracting parties of the Issuer Documents, the City's
Resolution and the Issuer Documents constitute valid, legal, and binding agreements
#45232900~ I
of the City and the Corporation, enforceable in accordance with their respective
terms, subject to bankruptcy, insolvency, reorganization or other laws relating to or
affecting the rights of creditors generally and general equitable principles.
The City is a home role municipality, a political subdivision of the State of Texas,
and a body politic and corporate, duly created, organized and existing under the laws
of the State of Texas, with full authority to authorize the creation of the Corporation
and to levy and collect the Sales Tax securing the Bonds tbr the benefit of the
Corporation under the Act.
The Corporation is a Texas non-profit corporation duly created by the City with the
authorization and the approval of the City Council of the City, and is duly organized
and validly existing under the provisions of the Act, and is acting on behalf of the
City in accordance with such Act.
All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having
.jurisdiction of the matter which are required for the due authorization of, which
would constitute a condition precedent to, or the absence of which xvould materially
adversely affect the due performance by the Corporation or the City of their
obligations under the Issuer Documents, the Bond Resolution, the City's Resolution,
and the Bonds have been obtained.
Based on reasonable inquiry made of the responsible City employees and public
officials, the City and the Corporation are not, to the best of my knowledge, in breach
of or in default under any applicable law or administrative regulation of the State of
Texas or the United States, or any applicable judg~nent or decree or any trust
agreement, loan agreement, bond, note, resolution, ordinance, agreement or other
instrument to which the City or the Corporation is party or is othe~wvise subject and,
to the best of my knowledge after due inquiry, no event has occurred and is
continuing which, with the passage of time or the giving of notice, or both, would
constitute such a default by the City or the Corporation under any of the foregoing;
and thc execution and delivery of the Bonds and the Issuer Documents and the
adoption of the City's Resolution and the Bond Resolution and compliance with the
provisions of each of such agreements or instrmnents does not constitute a broach of
or default under any applicable law or administrative regulation of the State of Texas
or the United States or any applicable judgment or decree or, to the best of my
kmowledgc, any trust agreement, loan agreement, bond, note, resolution, ordinance,
agreement or other instrument to which the City or the Corporation is a party or is
otherwise subject.
There is no legislation, action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, commission, government agency, public board or
body, pending or, to the best knowledge of the City or the Corporation, after due
inquiry threatened against the City or the Corporation, affecting the corporate
existence of the City or the Corporation or the titles of its officers to their respective
#45232900vl E-3
10.
offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or
delivery of the Bonds or the collection of the Sales Tax pledged to the payment of
principal of and interest on the Bonds pursuant to the Resolution or the City's
Resolution or in any way contesting or affecting the validity or enforceability of the
Bonds, the Issuer Documents, or contesting the exclusion from gross income of
interest on the Bonds for federal income tax purposes, or contesting in any way the
completeness or accuracy of the Preliminary Official Statement or the Official
Statement or any supplement or amendment thereto, or contesting the powers of the
Corporation or any authority for the issuance of the Bonds, the adoption of the Bond
Resolution or the City's Resolution or the execution and delivery of the tssuer
Documents, nor, to the best knowledge of the City and the Corporation, is there any
basis therefor, wherein an unfavorable decision, ruling or finding would materially
adversely affect the validity or enforceability of the Bonds, the Bond Resolution, the
City's Resolution, or the Issuer Documents.
To the best of my knowledge and belief, the execution and delivery of the Issuer
Documents and compliance by the City and the Corporation with the provisions
hereof and thereof, under the circumstances contemplated herein and therein, will not
conflict with or constitute on the part of the City and the Corporation a material
breach of or a default under any agreement or instrument to which the City or the
Corporation is a party, or violate any existing law, administrative regulation, order,
or consent decree to which the City or the Corporation is subject.
By official action the City has taken all steps to duly authorize, levy and collect the
Sales Tax and approve the City's Resolution all in accordance with the Act;
Except as disclosed in the Official Statement, no litigation is pending, or to my
knowledge, threatened, in any court, ( I ) seeking to enjoin the issuance or delivery of
the Bonds or the execution and delivery of the lssuer Documents, or in any way
contesting or affecting the validity or enforcement of the Bonds, the Issuer
Documents, the City's Resolution, or the Bond Resolution, or contesting the powers
of the City or the Corporation or any authority for the issuance of the Bonds, the
execution and delivery of the lssuer Documents, or the levying of the Sales Tax
securing the Bonds, or (2) except as disclosed in the Official Statement, in which a
final adverse decision would materially adversely affect the financial condition of the
City or the Corporation, or (3) contesting in any way the completeness, accuracy, or
fairness of the Official Statement;
The statements in the Official Statement under the captions "INTRODUCTION -
Description of the Corporation", "INVESTMENT POLICY", and "LITIGATION",
and references in other portions of the Official Statement describing the Corporation
and the City fairly and accurately summarize in all material respects the matters
presented therein, and insofar such information relates to matters of law, is true and
correct.
#45232900vl E-4
In addition, without having undertaken to determine independently the accuracy and
completeness of the statements contained in the Official Statement, during my participation in the
preparation of the Official Statmnent nothing has come to our attention which would lead us to
believe that the Official Statement (excluding therefrom the financial and statistical data and
forecasts included therein) contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
This opinion is furnished solely for your benefit and may be relied upon only by the
addressees hereof or anyone to whom specific perufission is given in writing by me.
Very truly yours,
~45232900vl
E-5
ATTEST:
Armando Chapa
City Secretary
/
THE CITY OF CORPUS CHRISTI/
/
Mayor
LEGAL FORM APPROVED
JAMES R. BRAY, JR.
CITY ATTORNEY
,2002;
By:
Lisa Aguilar
Assistant City Attorney
Corpus Christi, Texas
2
Day of
The above resolution was passed by the following vote:
Samuel L. Neal, Jr.
Brent Chesney
Javier D. Colmenero
Henry Garrett
Bill Kelly
Rex A. Kinnison
John Longoria
Jesse Noyola
Mark Scott
.... U .45