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HomeMy WebLinkAbout025126 ORD - 12/10/2002CERTIFICATE FOR ORDINANCE THE STATE OF TEXAS COUNTIES OF NUECES AND CITY OF CORPUS CHRISTI On this the 10th day of Texas convened in Regular Mc present, to-wit: AN PATRIClO ~cember, 2002, the City Council of the City of Corpus Christi, ,ting, at City Hall, with the following members of said Council Samuel L. Neal, Brent Chesney, Javier D. Colmen6ro, John Longoria, Mark Scott, Rex A. Kinnison, Bill Kelly, Henry Garrett, Jesse Noyola David R. Garcia, James Bray, Lee Ann Dumbaul Armando Chapa, Mayor Councilmembers City Manager, City Attorney, Director of Financial Services, City Secretary with the following absent: among other business was transacted: , constituting a quorum, at which time the following The City Manager presented for the consideration of the Council an ordinance authorizing the sale of anticipation notes. Tlhe ordinance was read by the City Secretary. The motion was carried by the following vote, AYES: Ail members of the City Council shown present above voted "Aye". NAYS: None. The Mayor announced that the ordinance had been passed. The ordinance is as follows: r o:1.26 iNDF..XF--D ORDINANCE AUTHORIZING ISSUANCE OF TAX NOTES THE STATE OF TEXAS COUNTIES OF NUECES AN[ CITY OF CORPUS CHRISTI WHEREAS, the Issuer ( and this Ordinance being as municipality having a total poi federal census, and was orgar and laws of the State of Texa., SAN PATRICIO such term and other capitalized terms used in these recitals defined in Exhibit A attached hereto), is a home-rule ~ulation of at least 50,000 according to the last preceding ized, created and established pursuant to the Constitution and WHEREAS, the City £ouncil is authorized pursuant to Chapter 1431 to issue anticipation notes for specified purposes, including, without limitation, to pay a contractual obligation incurred or to be inc fred for the construction of a public work and the purchase of materials, supplies, equiprrlent, machinery, buildings, lands, and rights-of-way for an issuer's authorized needs and purposes; and WHEREAS. the City Council deems it in the best interest of the Issuer to issue the Notes, pursuant to Chapter 1431, for the purposes hereinafter stated, and to secure the payment of the Notes from a pledge of the ad valorem taxes assessed and collected by the City. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. RECITALS~ AMOUNT AND PURPOSE OF NOTES. That the recitals set fodh in the preamble heretO' are incorporated herein and shall have the same force and effect as if set forth in this Section. Pursuant to authority granted to the City Council by Chapter 1431, the Notes shall be and are hereby authorized to be issued in the aggregate principal amount of $2,150,000 for the purpose of PAYING CONTRACTUAL OBLIGATIONS INCURRED OR TO BE INCURRED FOR THE PURCHASE OF A BUILDING FOR THE CITY'S AUTHORIZED NEEDS AND PURPOSES, THE CONSTRUCTION OF RENOVATIONS AND THE PURCHASE OF MATERIALS, SUPPLIES AND EQUIPMENT IN CONNECTION THEREWITH. The Issuer desires to use the proceeds of the Notes to pay contractual obligations incurred or to be incurred by the Issuer in connection with the purchase of a building in the City located at 2402 Leopard Street, and the construction of improvements to said building and the purchase of materials, supplies and equipment in connection therewith (the "Project"). Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURI- TIES OF NOTES. That the Notes shall be designated as the "City of Corpus Christi, Texas, Tax Notes, Series 2003". The Notes shall be dated January 1, 2003, shall be in Authorized Denominations, shall be numbered consecutively from R-1 upward, and shall mature on March 1 in each of the years, and in the amounts, respectively, as set forth in the following schedule: MATURITY DATE: MARCH YEARS 2OO4 2005 2006 2007 2008 2009 Section 3. NOTE PUR substantially the form attach authorized to be delivered Representative, acting for an~ Agreement to be executed am authorized to attest the execu AMOUNTS ($) 330,000 345,000 355,000 360,000 375,000 385,000 ,~HASE AGREEMENT. That the Purchase Agreement in ;d to this Ordinance is hereby accepted, approved and in executed form to the Purchaser. An Authorized on behalf of the City Council, shall cause the Purchase delivered to the Purchaser. The City Secretary is hereby ion of the Purchase Agreement on behalf of the City. Section 4. INTEREST. That the Notes shall bear interest from the date specified in the FORM OF NOTE set for th in this Ordinance to their respective dates of maturity or redemption prior to maturity at the rate of 3.68% per annum. Said interest shall be payable in the manner provided and o~q the dates stated in the FORM OF NOTE set forth in this Ordinance. Section 5. CHARACTERISTICS OF THE NOTES. (a) Registration, Transfer, Conversion and Exchange; Authentication. That the Issuer shall keep or cause to be kept at the designated corporate trust office of the Paying Agent/Registrar 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 registrations of transfers and exchanges under such reasonable regulations as the Issuer and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shalt make such registrations, transfers and exchanges as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Note. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, exchange and delivery of a substitute Note or Notes. Registration of assignments, transfers and exchanges of Notes shall be made in the manner provided and with the effect stated in the -2- FORM OF NOTE. Each substitute Note shall bear a letter and/or number to distinguish it from each other Note. An authorized represe delivery of any such Note (oth~ Public Accounts of the State ( manually sign said Note, and r unless such Note is so execut paid Notes surrendered for tra resolutions need be passed o~ ltative of the Paying Agent/Registrar shall, before the ,r than Notes that bear the signature of the Comptroller of f Texas, as provided in the FORM OF NOTE), date and o such Note shall be deemed to be issued or outstanding ;d. The Paying Agent/Registrar promptly shall cancel all ~sfer and exchange. No additional ordinances, orders, or adopted by the Issuer or any other body or person so as to accomplish the foregoing transfer and exchange of any Note or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Notes in the manner prescribed herein. Pursuant to Chapter 1201, and particularly Subchapter D thereof, the duty of transfer and exchange of Notes as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Notes, the transferred and exdhanged Notes shall be valid and enforceable in the same manner and with the same effect as the Notes which initially were issued and delivered pursuant to this Ordinance and approved by the Attorney General. (b) Payment of Notes and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for the payment of the principal of and interest on the Notes, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Notes, and of all transfers and exchanges of Notes, and all replacements of Notes, as provided in this Ordinance. (c) In General. The Notes (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Notes to be payable only to the registered owners thereof, (ii) may be transferred, assigned, converted, and exchanged for other Notes, (iii) may be subject to redemption prior to their scheduled maturities, (iv) shall have the characteristics, (v)shall be signed, sealed, executed and authenticated, (vi) the principal of and interest on the Notes shall be payable, and (vii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibil- ities with respect to the Notes, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF NOTE. On each substitute Note issued in conversion of and exchange for any Note or Notes issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF NOTE. (d) Substitute Paying Agent/Registrar. The Issuer covenants with the registered owners of the Notes that at all times while the Notes are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Notes under this Ordinance, and that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 30 -3- days written notice to the Paying Agent/Registrar, to be effective not later than 15 days prior to the next succeeding Payment Date. In the event that the entity at any time acting as Paying Agent/Registrar (c should resign or otherwise ce~ appoint a competent and leg other agency to act as Paying in the Paying Agent/Registrar, and de~iver the Registration B( and records relating to the N r its successor by merger, acquisition, or other method) se to act as such, the Issuer covenants that promptly it will ~lly qualified bank, trust company, financial institution, or Agent/Registrar under this Ordinance. Upon any change :he previous Paying Agent/Registrar promptly shall transfer ,oks (or a copy thereof), along with all other pertinent books ~tes, to the new Paying Agent/Registrar designated and appointed by the Issuer. Up~on any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Notes, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. Section 6. FORM OF NOTES. That the form of the Notes, including the form of Paying Agent/Registrar's Authentication Certificate and the form of Assignment shall be, respectively, substantially in the form attached hereto as Exhibit B, with such variations, omissions, or insertions as are appropriate, permitted or required by this Ordinance including, without limitation, those variations, omissions, or insertions to be completed by an Authorized Representative reflect the terms of the sale of Notes as permitted by Section 2 hereof. Section 7. INTEREST AND SINKING FUND/TAX LEVY. That the Interest and Sinking Fund is hereby created and established solely for the benefit of the Notes, and the Interest and Sinking Fund shall be established and maintained by the Issuer at an official depository bank of the Issuer for so long as the Notes or interest thereon are outstanding and unpaid. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Notes. Until expended for the purposes set forth in Section 1 hereof, the proceeds derived from the sale of the Notes shall be held as further security for the timely payment of the principal and interest on the Notes All ad valorem taxes levied and collected for and on account of the Notes shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Notes is outstanding and unpaid, the City Council shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Notes as such interest comes due, and to provide and maintain a sinking fund of at least two percent (2%) thereof, in any event in an amount adequate to pay the principal of such Notes as such principal matures; and said tax shall be based on the latest approved tax rolls of said Issuer, with full allowance being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied by the governing body of the Issuer, and is hereby ordered to be levied, against all taxable property in the -4- Issuer for each year while any of the Notes are outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Sai the interest on and principal of matures, are hereby pledged f within the limit prescribed by la collected for the purpose of mal be appropriated from the City's such debt service payments on service on the Notes on the fir: Section 8. CHAPTER 1 Chapter 1208, Texas Governr pledge of the taxes granted bi pledge is therefore valid, effec while the Notes are outstandin the Issuer under Section 7 of t Chapter 9, Business & Commer of the Notes the perfection of th :t ad valorem taxes sufficient to provide for the payment of the Notes as such interest comes due and such principal om the ad valorem taxes of the Issuer for such payment, tv. If sufficient ad valorem taxes have not been levied and ;ing debt service payments on Notes when due, there shall general fund moneys sufficient to enable the City to make a Payment Date including specifically the payment of debt Payment Date therefor. 208, GOVERNMENT CODE, APPLIES TO THE NOTES. lent Code, applies to the issuance of the Notes and the the Issuer under Section 7 of this Ordinance, and such Iive, and perfected. If Texas law is amended at any time ~ and unpaid such that the pledge of the taxes granted by lis Ordinance is to be subject to the filing requirements of ce Code, then in order to preserve to the registered owners ~= security interest in said pledge, the Issuer agrees to take such measures as it determine:'; are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 9. REMEDIES 113F REGISTERED OWNERS. That in addition to all rights and remedies of any registered owners of the Notes provided by the laws of the State of Texas, the Issuer covenants and agrees that in the event the Issuer defaults in the payment of the principal of o¥ interest on the Notes when due, or fails to make the payments required by this Ordinance to be set forth in this Ordinance, the registered owners of the Notes shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and re~iuiring the City Council and other officers of the Issuer to observe and perform any covenant, obligation or condition prescribed in this Ordinance. No delay or omission by any registered owner to exercise any right or power accruing to him upon default shall impair ar~y such right or power, or shall be construed to be a waiver of any such default or acquiescence therein, and every such right or power may be exercised from time to time ahd as often as may be deemed expedient. The specific remedies mentioned in this Ordinance shall be available to the registered owners of the Notes and shall be cumulative of all other existing remedies. Section 10. TRANSFERS TO PAYING AGENT. That the Issuer further covenants that on or before each Payment Date, or any redemption date, there shall be transferred to the Paying Agent/Registrar an amount sufficient to pay the principal and interest requirements due on the Notes as they become due and payable. Section 11. USE OF NOTE PROCEEDS. That the proceeds of the issuance of the -5- Notes shall be deposited in a designated account within the Issuer's general fund and used to pay contractual obligations incurred or to be incurred in connection with the purposes described in Sectior Section 12~ INVESTME (including investment earning., by law, including, without limits (Chapter 2256, Texas Covert however, that the Issuer beret: be used as soon as practicabl 1 of this Ordinance. :NTS. (a) That the City may place proceeds of the Notes thereon) in time deposits or invest the same as authorized [ion, the Public Funds Investment Act of 1987, as amended ~ment Code), and the City's investment policy; provided, y covenants that the proceeds of the sale of the Notes will .~ for the purposes for which the Notes are issued. (b) Amounts received f~ after the payment of all projec the extent not required to be c 148 of the Code, shall be pla payment of debt service on th, Section 13. SECURIT'~ this Ordinance shall be secur public funds. om the investment of the proceeds of the Notes remaining : costs and the retirement of debt service on the Notes, to eposited to a separate rebate fund as required by section ;ed into the Interest and Sinking Fund and used for the Notes. FOR FUNDS. That all deposits authorized or required by ~d to the fullest extent required by law for the security of Section 14. DUTIES OF OFFICERS OF THE ISSUER. (a) That the Mayor, any Authorized Representative an~t the City Manager are hereby instructed and directed to do any and all things necessary reference to the maintenance of the Issuer and to make money available for the payment of the Notes in the manner provided by law. (b) The City Secretary is authorized to execute the certificate to which this Ordinance is attached on behalf of the City. The Mayor, any Authorized Representative and the City Secretary are authorized to do any and all things proper and necessary to carry out the intent of this Ordinance. (c) The City Manager is hereby authorized to have control of the Notes and all necessary records and proceedings pertaining to the Notes pending their delivery to the Purchaser. The City Manager or the designee thereof is directed to submit for investigation, examination and approval by the Attorney General of the State of Texas the Notes and the proceedings aUthorizing their issuance, and to request the registration of the Notes and the proceedings authorizing their issuance by the Comptroller of Public Accounts of the State of TexaS. Section 15. FEDERAL TAX COVENANTS. That the Issuer covenants to and with the purchasers of the Notes 'to comply with the provisions of the Code. The Issuer's covenant to comply with the Code shall include, without limitation, compliance with those provisions of the Code regard!lng the timing of expenditure of proceeds of the Notes, the -6- restriction on investment yields, the filing of information returns with the Internal Revenue Service, and, if required by the ,Code, the rebate of excess arbitrage earnings to the United States. Further, the Issuer cer reasonably expected to be in E the Issuer expects that the pro cause the Notes or any portior of section 148 of the Code, an~ Mayor and each Authorized certifications of facts and estim Issuer as of the date the Note each Authorized Representat circumstances and reasonabl delivered and paid for regar¢ Moreover, the Issuer covenanl investments of proceeds of the procedures, including, without may be required so that the int, income for federal income tax I: the proceeds of the Notes will part of the Notes to become a ' of the Code. In complying witl to rely upon an opinion of Bon ifies that based upon all facts and estimates now known or xistence on the date the Notes are delivered and paid for, ;eeds of the Notes will not be used in a manner that would of the Notes to be an "arbitrage bond" within the meaning I the regulations prescribed thereunder. Furthermore, the Representative is authorized and directed to provide ates that are material to the reasonable expectations of the ~ are delivered and paid for. In padicular, the Mayor and ve is authorized to certify for the Issuer the facts and ~ expectations of the Issuer on the date the Notes are lng the amount and use of the proceeds of the Notes. s to make such use of the proceeds of the Notes, regulate Notes, take such other and further actions and follow such limitation the method of calculating yield on the Notes, as ;rest on the Notes shall continue to be excluded from gross urposes under the Code. The Issuer further covenants that not be used directly or indirectly so as to cause all or any private activity bond" within the meaning of section 141 (a) ~ the provisions of this Section, the Issuer shall be entitled Counsel. In furtherance thereof, (he Issuer covenants as follows: (a) to take ar~y action to assure that no more than ten percent of the proceeds of the Notes ~less am,ounts deposited to a reserve fund, if any) are used for any "private busine~ss use,' as defined in section 141(b)(6) of the Code or, if more than ten percent Of the proceeds are so used, that amounts, whether or not received by the Issuer, With respect to such private business use, do not, under the terms of this Ordinance ~or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than ten percent of the debt service on the Notes, in contraventior~ of section 141 (b)(2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds five percent of the proceeds of the Notes (less amounts deposited into a reserve fund, if any), then the amount in excess of five percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, (~r five percent of the proceeds of the Notes (less amounts deposited into a reserve fund, if any), is directly or indirectly used to finance loans -7- to persons, other than state or local governmental units, in contravention of section141(c) of the Code; (d) to refrain' Notes being treated as" of the Code; (e) to refrain "federally guaranteed" (f) to refrain f or indirectly, to acquire to acquire investment p~ produces a materially hi property acquired with rom taking any action which would otherwise result in the )rivate activity bonds" within the meaning of section 141(b) tom taking any action that would result in the Notes being /ithin the meaning of section 149(b) of the Code; 'om using any portion of the proceeds of the Notes, directly }r to replace funds which were used, directly or indirectly, operty (as defined in section 148(b)(2) of the Code) which ]her yield over the term of the Notes, other than investment (1) pro;eeds of the Notes invested for a reasonable temporary period of three y~ ars or less or, in the case of a refunding bond, for a period of 30 days or les,, until such proceeds are needed for the purpose for which the notes are iss, led, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1 (b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed ten percent of the proceeds of the Notes; (g) to otherwise restrict the use of the proceeds of the Notes or amounts treated as proceeds of ihe Notes, as may be necessary, so that the Notes do not otherwise contravene tlhe requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); arid (h) to pay to tl~e United States of America at least once during each five- year period (beginning on the date of delivery of the Notes) an amount that is at least equal to 90 percent of the "Excess Earnings" (within the meaning of section 148(f) of the Code) and to pay to the United States of America, not later than 60 days after the Notes have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without -8- limitation the registered owners of the Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. The Issuer understand., as defined in the Treasury Re proceeds (if any) and proceed issuance of the Bonds. It is thc herein are intended to assure promulgated by the U.S. Depa regulations or rulings are here~ that the term "proceeds" includes "disposition proceeds" ]ulations and, in the case of refunding bonds, transferred s of the refunded bonds expended prior to the date of the , understanding of the Issuer that the covenants contained compliance with the Code and any regulations or rulings 'tment of the Treasury pursuant thereto. In the event that fter promulgated which modify, or expand provisions of the Code, as applicable to the NIotes, the Issuer will not be required to comply with any covenant contained herein to the extent that such modification or expansion, in the opinion of Bond Counsel, will not adversely affect the exemption from federal income taxation of interest on the Notes under section 103 of the Code. In the event that regulations or rulings are hereafter promul~Jated which impose additional requirements which are applicable to the Notes, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of Bond Counsel, to preserve the exemption from federal income taxation of intetrest on the Notes under section 103 of the Code. Section 16. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR ELIGIBLE PROJECTS. That the City covenants to account for on its books and records the expenditure of proceeds from the sale of the Notes and any investment earnings thereon to be used for the acquisition of Project by allocating proceeds to expenditures within 18 months of the later of the date that (a) the expenditure on Project is made or (b) each item of Project is acquired. The foregoing notwithstanding, the City shall not expend such proceeds or investment earnings more than 60 days after the later of (a) the fifth anniversary of the date of delivery of the Notes or (b) the date the Notes are retired, unless the City obtains an opinion of Bond Counsel substantially to the effect that such expenditure wilt not adversely affect the tax-exempt status of the Notes. For purposes of this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of Bond Counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 17. DISPOSITION OF ELIGIBLE PROJECTS. That the City covenants that any item of Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of Bond Counsel substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt status of the Notes. For purposes of this Section, the portion of the property comprising personal property and disposed of in the ordinary course of business shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of Bond Counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. -9- Section 18. DAMAGED, ;MUTILATED, LOST, STOLEN, OR DESTROYED NOTES. (a) Replacement Notes. That in the event any outstanding Note is damaged, mutilated, lost, stolen, or destroyed, the Flaying Agent/Registrar shall cause to be printed, executed, and delivered, a new Note of thee same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Note, in replacement for such Note in the manner hereinafter provided. (b) Application for Rep mutilated, lost, stolen, or destn to the Paying Agent/Registrar. registered owner applying for Paying Agent/Registrar such s each of them harmless from an of loss, theft, or destruction of; to the Paying Agent/Registrar e of such Note, as the case may registered owner shall surrend so damaged or mutilated. (c) No Default Occurre 18, in the event any such Note then continuing in the paymeni lacement Notes. Application for replacement of damaged, )yed Notes shall be made by the registered owner thereof In every case of loss, theft, or destruction of a Note, the ~ replacement Note shall furnish to the Issuer and to the acurity or indemnity as may be required by them to save / loss or damage with respect thereto. Also, in every case Note, the registered owner shall furnish to the Issuer and vidence to their satisfaction of the loss, theft, or destruction be. In every case of damage or mutilation of a Note, the ~r to the Paying Agent/Registrar for cancellation the Note :1. Notwithstanding the foregoing provisions of this Section shall have matured, and no default has occurred which is of the principal of, redemption premium, if any, or interest on such Note, the Issuer ma~' authorize the payment of the same (without surrender thereof except in the case qf a damaged or mutilated Note) instead of issuing a replacement Note, provided security or indemnity is furnished as above provided in this Section 18. (d) Charge for Issui8g Replacement Notes. Prior to the issuance of any replacement Note, the Paying ~gent/Registrar shall charge the registered owner of such Note with all legal, printing, and other expenses in connection therewith. Every replacement Note issued pursL~ant to the provisions of this Section 17 by virtue of the fact that any Note is lost, stolen, or destroyed shall constitute a Note of the Issuer whether or not the lost, stolen, or destroyed Note shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Notes duly issued under this Ordinance. (e) Authority for issuing Replacement Notes. In accordance with Subchapter D of Chapter 1201, this Sectlon 18 of this Ordinance shall constitute authority for the issuance of any such replacerflent Note without necessity of further action by the Issuer or any other body or person, and the duty of the replacement of such Notes is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such replacement Notes in the form and manner and with the effect, as provided in Section 5(a) of this Ordinance for Notes issued in conversion and exchange of other Notes. -10- Section 19. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. That the City shall provide annually to each NRMSIR and any SID, within 180 days after the end of each Fiscal Year e data with respect to the City financial statements so to be accounting principles descril commissions an audit of suci' during which they must be pro then the City shall provide un~ further shall provide audited NRMSIR and any SID, when If the City changes its F change (and of the date of th~ City otherwise would be reqL pursuant to this Section. lding in or after 2003, financial information and operating of the general type described in Exhibit C hereto. Any provided shall be (1) prepared in accordance with the )ed in Exhibit C hereto and (2) audited, if the City statements and the audit is completed within the period /ideal If audited financial statements are not so provided, udited financial statements when due under the Rule and nancial statements for the applicable Fiscal Year to each nd if audited financial statements become available. iscal Year, it will notify each NRMSIR and any SID of the , new Fiscal Year end) prior to the next date by which the ired to provide financial information and operating data The financial informatio~q and operating data to be provided pursuant to this Section may be set forth in full in one ol more documents or may be included by specific reference to any document (including Cn official statement or other offering document, if it is available from the MSRB) thattheretofore has been provided to each NRMSlR and any SlD or filed with the SEC. (b) Material Event Notices The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Notes, if such event is material within the meaning of the federal securities laws: Principal and interest payment delinquencies; Non-payment related defaults; Unscheduled draws on debt service reserves reflecting financial difficulties; Unscheduled draws on credit enhancements reflecting financial difficulties; Substitution of credit or liquidity providers, or their failure to perform; Adverse tax opinions or events affecting the tax-exempt status of the Notes; Modifications to rights of holders of the Notes; Note calls; Defeasances; Release, substitution, or sale of property securing repayment of the Notes; and Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in -11- accordance with subsection (a) of this Section by the time required thereby. (c) Limitations, Discla observe and perform the cover long as, the City remains an meaning of the Rule, except t subsection (b) of this Section longer to be an "obligated per., The provisions of this S~ owners of the Notes, and nothir or any legal or equitable right, i undertakes to provide only the and notices which it has expres hereby undertake to provide a complete presentation of the undertake to update any inform except as expressly provided warranty concerning such info Notes at any future date. imers, and Amendments. The City shall be obligated to ants specified in this Section for so long as, but only for so "obligated person" with respect to the Notes within the ~at the City in any event will give the notice required by )f any Note calls and defeasance that cause the City no ~ction are for the sole benefit of the holders and beneficial ~g in this Section, express or implied, shall give any benefit emedy, or claim hereunder to any other person. The City 'inancial information, operating data, financial statements, ~ly agreed to provide pursuant to this Section and does not ~y other information that may be relevant or material to a ~,ity's financial results, condition, or prospects or hereby ~tion provided in accordance with this Section or otherwise, herein. The City does not make any representation or 'mation or its usefulness to a decision to invest in or sell UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF/~NY NOTE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGqlGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN T~IS SECTION, BUT EVERY RIGHTAND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITEID TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in;observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section i$ intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Sect~ion, as so amended, would have permitted an underwriter to purchase or sell Notes in the primary offering of the Notes in compliance with the Rule, taking into account any amen~Jments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the holders of a -12- majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Notes consent to such amendment ~or (b) a person that is unaffiliated with the City (such as nationally recognized bond co .~nsel) determines that such amendment will not materially impair the interests of the h( amends the provisions of th information or operating data Section an explanation, in na~ impact of any change in the t The City may also amend or re if the SEC amends or repea jurisdiction enters judgment th the extent that the provisions lawfully purchasing or selling Section 20. DEFEASI interest on and redemption p~ retired and no longer outstan~ extent provided by subsectio~ redemption premium, if any, or (whether such due date be b! (i) shall have been made or cz (ii) shall have been provided f( paying agent (or escrow agent such payment, (1) money suffi as hereinafter defined in this $ of national reputation, to matu~ Iders and beneficial owners of the Notes. If the City so s Section, it shall include with any amended financial next provided in accordance with subsection (a) of this rative form, of the reasons for the amendment and of the pe of financial information or operating data so provided. eal the provisions of this continuing disclosure requirement the applicable provision of the Rule or a court of final ~t such provisions of the Rule are invalid, but only if and to of this sentence would not prevent an underwriter from ,Iotes in the primary offering of the Notes. ~NCE. (a) Deemed Paid. That the principal of and/or emium, if any, on any Note shall be deemed to be paid, ling within the meaning of this Ordinance, except to the ~ (d) of this Section, when payment of the principal of, ~ such Note, plus interest thereon to the due date thereof ' reason of maturity, upon redemption, or otherwise) either used to be made in accordance with the terms thereof, or ,r by irrevocably depositing with, or making available to, a I therefor, in trust and irrevocably set aside exclusively for ;lent to make such payment, (2) Defeasance Obligations, ection, certified by an independent public accounting firm as to principal and interest in such amounts and at such times as will insure the availabillity, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation, and expenses of such paying agent pertaining to the Notes with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of such paying agent, or (3) any combination of (1) and (2) abovle, and when (i) any required notice of redemption has been given or irrevocable provisions for the giving of such notice shall have been made and (ii) proper arrangements have been made by the City with each such paying agent for the payment of its services until after all of the Notes so defeased shall have become due and payable. At such time as a Ndte shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by Or entitled to the benefit of this Ordinance or a lien on and pledge of the security granted in support of the payment of the Notes, and shall be entitled to payment solely from such money or Defeasance Obligations, and shall not be regarded as outstanding for any purposes other than payment, transfer, and exchange. (b) Retention of Rights. Notwithstanding the provisions of subsection (a), to the extent that, upon the defeasance of any Notes to be paid at maturity, the City retains the right, pursuant to Section 1207.033(c), Texas Government Code, to later call such Notes for redemption in accordance with the provisions thereof, the City may call such Notes for -13- redemption upon (1) in the proceedings providing for the defeasance of Notes, the City expressly reserves the right to call Notes for redemption, (2) the City giving notice of the reservation of that right to the owners of such Notes immediately following the establishment of the defeasa~ reservation be included in a~ satisfaction of the provisions o Notes were being defeased at and the effect of the redemptio provisions made for the paym~ ~ce escrow, and (3) the City directing that notice of the ly redemption notices that it may authorize, and upon subsection (a) with respect to such Notes as though such he time of the exercise of the option to redeem such Notes ~ is taken into account in determining the sufficiency of the ,nt of such Notes. (c) Investments, Any ~scrow agreement or other instrument entered into by the City and a paying agent pursugnt to which the money and/or Defeasance Obligations are being held by such paying agent for the payment of such Notes may contain provisions permitting the investment or r(~investment of such moneys in Defeasance Obligations or the substitution of other DefeaSance Obligations upon the satisfaction of the requirements specified in subsection (a)(i) ~ hands of the paying agent pur of the Notes, the redemption p such money has been so depo in writing by the City, and upor permitted under state law. (d) Federal Income Ta be made or accepted under sut deposit which would cause sug of section 148 of the Code. ~r (ii). All income from all Defeasance Obligations in the ;uant to this Section which is not required for the payment 'emium, if any, and interest thereon, with respect to which ;ited, shall be remitted to the City, or deposited as directed receipt of an opinion of bond counsel that such transfer is Consideration. The City covenants that no deposit will ~section (a)(ii) of this Section and no use made of any such Notes to be treated as arbitrage bonds within the meaning (e) Defeasance Obligations. For the purpose of this Section, the term "Defeasance Obligations" shall mean (i) direct, noncallable obligations of the United States of America, including obligatior of America, (ii) noncallable obli of America, including obligatic agency or instrumentality and authorizing the issuance of re' with the issuance of refunding s that are unconditionally guaranteed by the United States ations of an agency or instrumentality of the United States ns that are unconditionally guaranteed or insured by the hat, on the date the City adopts or approves proceedings unding bonds or, if such defeasance is not in connection bonds, on the date the City provides for the funding of an escrow to effect the defeasadce of the Notes, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that haVe been refunded and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or, if such defeasance is not in connection with the issuance of refunding bonds, on the date the City provides for the funding of an escrow to effect the defeasance of the Notes, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (f) Continuing Duty of Paying Agent/Registrar. Until all Notes defeased under this Section of this Ordinance shall become due and payable, the Paying Agent/Registrar for such Notes shall perform the services of Paying Agent/Registrar for such Notes the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services. Section 21. SALE OF Bank (the "Purchaser"), at a pri, Note in the principal amount hereof shall be delivered to ti' exchange such Notes as provi Section 22. TERMS attached hereto are hereby in¢ IOTES. That the sale of the Notes to Zions First National ;e of par, is hereby authorized, ratified and confirmed. One naturing on each maturity date as set forth in Section 2 e Purchaser, and the Purchaser shall have the right to ted in Section 5 hereof without cost. ~ICORPORATED. That the terms defined in Exhibit A orporated by reference. Section 23. MISCELLANEOUS PROVISIONS. (a) Preamble. The preamble to this Ordinance shall be consi~dered an integral part of this Ordinance, and is herein incorporated as part of the bo~y of this Ordinance for all purposes. (b) Immediate Effect. '~his Ordinance shall be effective immediately from and after its passage in accordance wit~ the provisions of Section 1201.028, Texas Government Code. i (c) Open Meeting. It islhereby officially found and determined that the meeting at which this Ordinance was paS~ed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. (d) Rules of Construction. The words "herein", "hereof" and "hereunder" and other words of similar import r~fer to this Ordinance as a whole and not to any particular Section or other subdivision. F__kcept where the context otherwise requires, terms defined in this Ordinance to impart the isingular number shall be considered to include the plural number and vice versa. 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 Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof. Any reference to the payment of principal in this Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption payments as may be described herein. Any reference to FORM OF NOTE shall refer to the form attached to this Ordinance as Exhibit B. (e) Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed and declared to be inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the matters prescribed herein. -15- SIGNED AND SEALED THIS 10TH DAY OF DECEMBER, 2002. City Secretary City of Corpus Christi, Texas APPROVED: (SEAL) -16- EXHIBIT A "Chapter 1201" shall mean Chapter 1201, Texas Government Code. "Chapter 1431" shall mean Chapter 1431, Texas Government Code. "Authorized Denominat!on" shall mean Notes in the denomination of $5,000 or any integral multiple thereof, i "Authorized Representative" shall mean one or more of the following officers or employees of the City, acting in concert or individually, to-wit: the City Manager, any Assistant City Manager, or suqh other officer or employee of the City designated in writing by the City Council to act as an Authorized Representative. "Bond Counsel" shall mean McCall, Parkhurst & Horton L.L.P., or such other attorney or firm of attorneys oI such are nationally recognized as having expertise in the practice of tax-exempt municil~al finance law as approved by the City. "City" or "Issuer" shall mean the City of Corpus Christi, Texas. "City Council" shall mean the City Council of the Issuer, its governing body. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Fiscal Year" shall mean the twelve-month period ending July 31, or any consecutive twelve-month period declared by the City to be its fiscal year. "Interest and Sinking Fund" shall mean he C~ty of Corpus Chnsth Texas Tax Notes Series 2003 Interest and Sinking Fund" established by this Ordinance. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Notes" shall mean the "City of Corpus Christi, Texas, Tax Notes, Series 2003", issued in the aggregate principal amount of $2,150,000. The term "Notes" shall mean and include the Notes initially issued and delivered pursuant to this Ordinance (including the Initial Notes) and all substitute Notes exchanged therefor, as well as all other substitute Notes and replacement Notes issued pursuant to the Ordinance, and the term "Note" shall mean any of the Notes. "NRMSlR" shall mean each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Ordinance" shall mean the Ordinance adopted by the Issuer authorizing the issuance of the Notes. "Paying Agent/Registrar" shall mean JPMorgan Chase Bank. A-1 "Payment Date" shall mean each date interest or principal on the Notes shall be due and payable. "Purchase Agreement" Shall mean the Note Purchase Agreement between the City and the Purchaser, executed il~ connection with the sale and delivery of the Notes. "Registration Books" transfer and exchange of the "Rule" shall mean SEC "SEC" shalt mean the U all mean the books or records for the registration of the otes. :~ule 15c2-12, as amended from time to time. qited States Securities and Exchange Commission. "SlD" shall mean any pearson designated by the State or an authorized department, officer, or agency thereof ' as,i and determined by the SEC or its staff to be, a state information depository within tlhe meaning of the Rule from time to time. "State" shall mean the ;tate of Texas. A~2 EXHIBIT B FORM OF NOTE NO. R- PRINCIPAL AMOUNT $ U~ITED STATES OF AMERICA ~ STATE OF TEXAS COUNTIEES OF NUECES AND SAN PATRICIO CITy OF CORPUS CHRISTI, TEXAS TAX NOTE, SERIES 2003 INTEREST DATE OF MATURITY RATE INITIAL DIELIVERY DATE CUSIP NO. 3.68% JANUARy 14, 2003 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the CITY OF CORPUS CHRISTI, TEXAS, in Nueces County, TeJ~as (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "registered owner") the principal amount set forth above and interest thereon from the !Date of Initial Delivery of this Note as set forth above, on September 1,2003 and on each March 1 and September 1 thereafter to the maturity date specified above, or the date fixed for redemption, at the interest rate per annum specified above; except that if the Paying Agent/Registrar's Authentication Cedificate appearing on the face of this Note is dated later than September 1, 2003, such interest is payable on each March 1 and September I following such date. THE PRINCIPAL OF AND INTEREST ON this Note are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Note shall be paid to the registered owner hereof upon presentation and surrender of this Note at maturity or the date fixed for redemption prior to maturity at the designated corporate trust office in Dallas, Texas of JPMorgan Chase Bank, which is the "Paying Agent/Registrar" for this Note. The payment of interest on this Note shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the Ordinance authorizing the issuance of this Note (the "Ordinance") to be on deposit with the Paying B-1 Agent/Registrar for such purpese as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the registered owner hereof, at its address as it appeared on the fifteenth day of the month next preceding each such date (the "Record Date") on the Registration BOoks kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity shall be paid to the registered owner upon presentation and surrender o~ this Note for payment at the designated corporate trust office of the Paying Agent/Reg IN THE EVENT ora non 30 days thereafter, a new recor will be established by the Payi such interest have been receiv of the scheduled payment dat~ shall be 15 days after the Spe~ prior to the Special Record Da~ address of each registered o, Agent/Registrar at the close of of mailing of such notice. istrar. · payment of interest on a scheduled payment date, and for :1 date for such interest payment (a "Special Record Date") ng Agent/Registrar, if and when funds for the payment of ~d from the Issuer. Notice of the Special Record Date and , of the past due interest ("Special Payment Date", which ;iai Record Date) shall be sent at least five business days e by United States mail, first class postage prepaid, to the vner appearing on the registration books of the Paying business on the last business day next preceding the date IF THE DATE for the pa~Yment of the principal of or interest on this Note shall be a Saturday, Sunday, a legal holi~lay, or a day on which banking institutions in the City where the designated corporate truest office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is dot such a Saturday, Sunday, legal holiday, or day on which banking institutions are authc~rized to close; and payment on such date shall have the same force and effect as if maUe on the original date payment was due. THE ISSUER COVENANTS with the registered owner of this Note that on or before the principal and interest payment date for this Note it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available funds, of all princi- pal of and interest on the Notes, when due. THIS NOTE, dated as of January 1,2003, is one of the series of notes authorized by the Ordinance to be issued in the aggregate principal amount of $2,150,000. This Note, and the series of which it is a part, is authorized pursuant to Chapter 1431, Texas Government Code ("Chapter 1431"), and issued for the purpose of PAYING CONTRACTUAL OBLIGATIONS INCURRED OR TO BE INCURRED FOR THE PURCHASE OF A BUILDING FOR THE CITY'S AUTHORIZED NEEDS AND PURPOSES, THE CONSTRUCTION OF RENOVATIONS AND THE PURCHASE OF MATERIALS, SUPPLIES AND EQUIPMENT IN CONNECTION THEREWITH. This Note and the series of which it is a part is issued pursuant to the Ordinance passed and adopted by the City Council of the Issuer and duly recorded in the minutes of said City Council, as authorized by the Constitution and laws of the State of Texas, including Chapter 1431. B-2 ON ANY DATE, the Notes of this Series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part (provided that a portion of a Note may be redeemed only in an integral multiple of $5,000), at the redempt on pr ce indicated below (expressed as a percentage of par value) plus accrued interest to the date fixed for redemption, to-wit: Redemption Peri ~d Redemption Price (%) Date of Initial Delivery throu ;Ih December 31,2003 101.00 January 1, 2004 through De ;ember 31, 2004 100.55 January 1, 2005 through De ;ember 31,2005 100.40 January 1, 2006 through De :ember 31,2006 100.30 January 1, 2007 through De~ember 31, 2007 100.20 January 1, 2008 and thereafter 100.10 The years of maturity of the Nptes called for redemption at the option of the Issuer prior to stated maturity shall be selected by the Issuer. The Notes or portions thereof redeemed within a maturity shall be sele~;ted at random and by lot by the Paying Agent/Registrar; provided, that during any peridd in which ownership of the Notes is determined only by a book entry at a securities depository for the Notes, if fewer than all of the Notes of the same maturity and bearing the ~same interest rate are to be redeemed, the particular Notes of such maturity and bearing Such interest rate shall be selected in accordance with the arrangements between the Issuer and the securities depository. AT LEAST 30 days prior to the date fixed for any such redemption, a written notice of such redemption shall be given to the registered owner of each Note or a portion thereof being called for redemption by depositing such notice in the United States mail, first-class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar. By the date fixed for any such redemption due provision shall: be made by the Issuer with the Paying Agent/Registrar for the payment of the required redemption price for this Note or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is mailed, and if due provision for such payment is made, all as provided above, this Note, or the portion hereof which is to be so redeemed, thereby auto- matically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal Of this Note or any portion hereof. If a portion of any Note shall be redeemed a substitute Note or Notes having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Ordinance. B-3 ALL NOTES OF THIS SERIES are issuable solely as fully registered Notes, without interest coupons, in the denomination of any integral multiple of $5,000 (an "Authorized Denomination"). As provided in the Ordinance, this Note may, at the request of the registered owner or the assignee or assignees hereof, be assigned transferred, converted into and exchanged for a like aggregate principal amount of fully registered Notes, 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 Authorized Denomination as requested ir~ writing by the appropriate registered owner, assignee or assignees, as the case may bE, upon surrender of this Note to the Paying Agent/Registrar ~ce with the form and procedures set forth in the Ordinance. for cancellation, all in accorda~ Among other requirements for and surrendered to the Payin assignment, in form and w~ Agent/Registrar, evidencing a such assignment and transfer, this Note must be presented ;] Agent/Registrar, together with the proper instruments of Ih guarantee of signatures satisfactory to the Paying ssignment of this Note or any portion or portions hereof in any Authorized Denominationito the assignee or assignees in whose name or names this Note or any such portion or iportions hereof is or are to be registered. The form of Assignment printed or endorsed on this Note may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Note or any portion or portions hereof from time to time by the registered owner. In the case of the assignment, transfer, conversion or exchange of a Note or Notes or any portion Or portions thereof, the reasonable standard or customary fees and charges of the Paying Agent/Registrar will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required (i) to make any such transfer, conversion or exchange during the period beginning at the openir~g of business 30 days before the day of the first mailing of a notice of redemption and ending at the close of business on the day of such mailing, or (ii) to transfer, convert or excl~ange any Notes so selected for redemption scheduled to occur within 30 calendar days; provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of an unredeemed balance of a Note called for redemption in part. IN THE EVENT any Paying Agent/Registrar for the Notes is changed by the Issuer, resigns, or otherwise ceases tO act as such, the Issuer has covenanted in the Ordinance that it promptly will appoint a campetent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered owners of the Notes. IT IS HEREBY CERTIFI!ED AND REPRESENTED that this Note has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Note have been performed, existed and been done in accordance with law; that this Note constitutes an obligation of said Issuer; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Note, as B-4 such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged from the Issuer's annual ad valorem tax for such payment, within the limits prescribed by law. Reference is made to the Ordinance for a more complete description of the Issuer's obligation to provide for the payment of the principal of and interest on the Notes. By acceptance of this Note, the registered owner expressly assents to all provisions of the Ordinance. IN WITNESS WHEREqF, the Issuer has caused this Note to be signed with the manual or facsimile signature pf the Mayor of said City, and attested with the manual or facsimile signature of the City ~Secretary and the official seal of the Issuer has been duly affixed to, or impressed, or pla~ed in facsimile, on this Note. (signature) City Secretary City of Corpus Christi, Texas (signature) Mayor, City of Corpus Christi, Texas (SEAL) B-5 FORM OF ASSIGNMENT ASSIGNMENT For value received, the ur~dersigned hereby sells, assigns and transfers unto Please insert Social Security ( r Taxpayer Identification Number of Trans Ieree (Please i~rint or typewrite name and address, inc uding zip code of Transferee) the within Note and all rights thbreunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Note on the books kept ~or registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. NOTICE: The signature above must correspond with the name of the registered owner as it appears upon the front of this Note in every particular, with- out alteration or enlargement or any change whatsoever. FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified th Ordinance described in the te and that this Note has been is portion of a note or notes of ar authorized were approved by Dated: at this Note has been issued under the provisions of the (t of this Note; that this Note has been duly authenticated; ~ued in exchange for or replacement of a note, notes, or a ~ issue, the proceedings pursuant to which such issue was :he Attorney General of the State of Texas. JPMORGAN CHASE BANK Dallas, Texas Paying Agent/Registrar By Authorized Representative FORM OF COMPhrROLLER'S REGISTRATION CERTIFICATE: (only to acco~npany the Initial Notes to be delivered at cl(~sing to the purchaser thereof) OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO. I thereby certify that this Note has been examined, certified as to validity, and approved by the Attorney Ge~neral of the State of Texas and that this Note has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my sigrlature and seal this Comptroller of Public Accounts of the State of Texas (SEAL) B-7 Exhibit C to Ordinance DESCRIPTIONiOF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 14 of this Ordinance. Annual Financial Statement~and Operating Data The financial informatio~ and operating data with respect to the City to be provided annually in accordance with s¢ch Section are as specified below: The information describ Revenues", "General Expens Taxes", "Solid Waste Operatic The "Combined Finan~ ;d in the tables "Debt Payable from Taxes", "General Fund .s, Valorem Taxes", "Municipal Hotel Occupancy ns", and "The Tax Increment Financing Act"; and :iai Statements of the City of Corpus Christi, Texas", commencing with the Fiscal Ybar ended July 31, 2001. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in paragraph 1 described above, as such principles may be changed from time to time to comply with state law or regulation. c-1 THE STATE OF TEXAS COUNTIES OF NUECES AND SAN PATRIClO CITY OF CORPUS CHRISTI I, Armando Chapa, City Secretary of the City of Corpus Christi, in the State of Texas, do hereby certify that I have compaled the attached and foregoing excerpt from the minutes of the regular, open, public meeting o~ the City Council of the City of Corpus Christi, Texas held on December 10, 2002, and of the Qrdinance authorizing the issuance of Tax Notes, which was duly passed at said meeting, and that said copy is a true and correct copy of said excerpt and the whole of said ordinance. In testimony whereof, I halve set my hand and have hereunto affixed the seal of said City of Corpus Christi, this 10th day Cf December, 2002. (SEAL) City Secretary of the City of Corpus Christi, Texas Corpus Christi, Texas TO THE MEMBERS OF THE CFI Corpus Christi, Texas For the reasons set forth in the emert requiring suspension of the Charter regular meetings: l/we, therefore, ordinance finally on the date it is in Respectfully, Y COUNCIL :ency clause of the foregoing ordinance an emergency exists rule as to consideration and voting upon ordinances at txvo request that you suspend said Charter rule and pass this troduced, or at the present meeting of the City Council. Respectfully, Council Members Samuel L. Neal, Jr., Mayor × City of Corpus Christi The above ordinance was passed b Samuel L. Neal, Jr. Brent Chesney Javier D. Colmenero the following vote: Henry Garrett Bill Kelly Rex A. Kinnison John Longoria Jesse Noyola Mark Scott