HomeMy WebLinkAbout025217 RES - 02/25/2003RESOLUTION
AUTHORIZING THE ISSUANCE OF NORTH PADRE ISLAND
DEVELOPMENT CORPORATION TAX INCREMENT CONTRACT
REVENUE BONDS, SERIES 2003, IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $3,000,000; APPROVING AN INDENTURE OF
TRUST AND OTHER CONTRACT DOCUMENTS RELATING TO THE
BONDS; AND CONTAINING OTHER PROVISIONS RELATED THERETO
WHEREAS, on November 14, 2000, the City Council of the City adopted Ordinance No.
024270 (the "Creation Ordinance"), approving the creation of a tax increment reinvestment zone in
the City known as "Reinvestment Zone Number Two, City of Corpus Christi, Texas" ("TIRZ Two");
and
WHEREAS, in connection with the adoption of the Creation Ordinance and the
establishment of TIRZ Two, the City prepared a preliminary reinvestment zone financing plan, and
presented the preliminary reinvestment zone financing plan to the governing body of each taxing unit
that levies taxes on real property in the proposed reinvestment zone; and
WHEREAS, in compliance with the provisions of Chapter 311, Texas Tax Code (the "Act"),
a project plan and reinvestment zone financing plan has been prepared and approved by the Board
of Directors of TIRZ Two, which project plan and reinvestment zone financing plan so approved is
attached hereto as Exhibit "A" (the "Plan"); and
WHEREAS, by Resolution No. 025040, adopted on October 8, 2002, the City authorized the
creation of the North Padre Island Development Corporation (the "Corporation") to aid, assist and
act on behalf of the City in the performance of the City's governmental and proprietary functions
with respect to the common good and general welfare of the City, as described in the Creation
Ordinance; and
WHEREAS, on February 25, 2003, the Corporation adopted a resolution (the "Bond
Resolution") authorizing the issuance and delivery of up to $3,000,000 in Tax Increment Contract
Revenue Bonds, Series 2003 (the "Bonds"), for the purpose of funding a portion of the "project
costs" as are set forth in the Plan; and
WHEREAS, the Corporation and the Board of Directors of TIRZ Two have approved the
execution and delivery of that certain Agreement by and among the City, TIRZ Two, and the
Corporation dated as of February 1, 2003 (the "Tri-Party Agreement"), pursuant to which the
Corporation was delegated certain power and authority in connection with the implementation of the
Plan on behalf of TIRZ Two, including, but not limited to, the power to issue, sell or deliver its
bonds, notes or other obligations in accordance with the terms of the Tri-Party Agreement; and
WHEREAS, the City Council finds it necessary and advisable to adopt this Resolution
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI, TEXAS:
SECTION 1: That the City hereby approves the Bond Resolution adopted by the
Corporation, in substantially the form and substance as attached hereto, and all documents attached
to the Bond Resolution including, without limitation, the Indenture of Trust and the Bond Purchase
Agreement. The issuance of Bonds in an amount not to exceed $3,000,000 for the purposes
described in the Bond Resolution is hereby approved..
ATTEST:
Armando Chapa
City Secretary
Mayor
THE CITY OF CORPUS CHRISTI
S~arnuel L. Neal, Jr. ' ~
APPROVED: 25th day of February, 2003.
R. Ja, y4Ldning /
Acting City Attot-ney
Corpus Christi, Texas
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 ,(J
John Longoria ~
Jesse Noyola
Mark Scott
,.i7
AGREEMENT
by and among
the
CITY OF CORPUS CHRISTI, TEXAS
and
REINVESTMENT ZONE NUMBER TWO,
CITY OF CORPUS CHRISTI, TEXAS
and the
NORTH PADRE ISLAND DEVELOPMENT CORPORATION
dated as of
February 1, 2003
III.
TABLE OF CONTENTS
Page
DEFINITIONS .......................................................... 3
SCOPE OF SERVICES BY CORPORATION ................................. 4
A. Manaeement and Administrative Services and Consultants .................... 5
B. Services With Respect to the Project Plan and the Financine Plan.
Annexations to the Reinvestment Zone. and Amendments to the Pm_iect Plan
and the Financing Plan ............................................... 5
C. Construction of Improvements ......................................... 5
CORPORATION OBLIGATIONS .......................................... 5
A.
B.
C.
D.
E.
F.
G.
H.
General Statement .................................................. 5
Power to Incur Authority Obligations .................................... 5
Bonds ........................................................... 6
Accounting ........................................................ 7
Use of Tax Increments ............................................... 7
Pledee of Tax Increments ............................................. 7
Depository_ ........................................................ 7
Bond Consultants ....................... 8
DUTIES AND RESPONSIBILITIES OF THE CITY AND THE RE1NVESTMENT ZONE . 8
B.
C.
D.
E.
F.
Duties of Ci _ty ...................................................... 8
Tax Increment Fund ................................................. 8
Limitation of Source of Payment ........................................ 8
Allocated Funds: Limitation of Duties .................................... 8
Collection and Payment of Tax Increments by the CiW and the Reinvestment Zone ... 8
Obligations of Ci_ty and the Reinvestment Zone to be Absolute ................. 9
PERSONAL LIABILITY OF PUBLIC OFFICIALS ............................. 9
LAW TO BE OBSERVED ................................................. 9
INFORMATION ....................................................... 10
COORDINATION WITH CITY OFFICIALS ................................. 10
ADDRESS AND NOTICE ................................................ 10
APPLICABLE LAWS ................................................... 11
XI. CAPTIONS ........................................................... 11
XII. SUCCESSORS AND ASSIGNS ........................................... 11
XIII. TERM AND TERMINATION, DISSOLUTION OF CORPORATION ................ 11
A. In General ....................................................... 11
B. Termination for Causq .............................................. 11
C. Dissolution of Corooration ........................................... 11
X1V. AMENDMENT OR MODIFICATIONS ..................................... 12
XV. COUNTERPARTS ...................................................... 12
EXECUTION PAGE .......................................................... 13
AGREEMENT BY AND BETWEEN THE
CITY OF CORPUS CHRISTI~ TEXAS,
REINVESTMENT ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS,
AND THE
NORTH PADRE ISLAND DEVELOPMENT CORPORATION
STATE OF TEXAS §
COUNTY OF NUECES §
THIS AGREEMENT is made by and among the City of Corpus Christi, Texas, a municipal
corporation and a home-role city in the State of Texas (the "City"); Reinvestment Zone Number Two, City
of Corpus Christi, Texas, a reinvestment zone created by the City pursuant to Chapter 311, Texas Tax
Code (the "Reinvestment Zone"); and the North Padre Island Development Corporation, a not-for-profit
local government corporation organized and existing under the laws of the State of Texas (the
"Corporation").
W-1-T-N-E-S-S-E-T-H:
WHEREAS, by ordinance adopted November 14, 2000 (the "Ordinance"), the City created the
Reinvestrnent Zone pursuant to Chapter 311, Texas Tax Code (the "Act"), pursuant to a preliminary
project plan for the Reinvestment Zone and a preliminary financing plan for the Reinvestment Zone; and
WHEREAS, the Act requires the City to prepare a Project Plan (as hereinafter defined) and a
Financing Plan (as hereinafter de£med) for the Reinvestment Zone; and
WHEREAS, the Ordinance created the Board of Directors for the Reinvestment Zone (the "Zone
Board") and directed the Zone Board to:
Make recommendations to the City Council concerning the administration of the
Reinveslment Zone; and
Prepare or cause to be prepared a Project Plan and a Financing Plan for the Reinvestment
Zone and subm/t the same to the City Council for its approval; and
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WHEREAS, by resolution adopted on October 8, 2002 (the "Creation Resolution"), the City
authorized the creation of the Corporation to aid, assist and act on behalf of the City in connection with the
preparation and implementation of the Plans (as hereinafter defined) and in the performance of the City's
governmental and proprietary functions with respect to the common good and general welfare of the City
and the residents and property owners of the City, including specifically with respect to the residents and
property owners within the Reinvestment Zone; and
WHEREAS, the Creation Resolution also provided for the creation of a Board of Directors of the
Corporation (the "Corporation Board"); and
WHEREAS, among other things, the Corporation Board and the Corporation are to aid, assist and
act on behalf of the City and the Zone Board;
In the preparation and implementation of a Project Plan and a Financing Plan for the
Reinvestment Zone and amendments thereto; and
In the financing of the improvements described in the Project Plan (the "Improvements")
pursuant to the Financing Plan; and
WHEREAS, the City created the Reinvestment Zone pursuant to the Act with a duration from the
date the Ordinance was adopted until the earlier of (i) December 31, 2022 or (ii) the date on which the
Plans have been fully implemented and all Project Costs, tax increment bonds, interest on such tax
increment bonds and all other obhgations, contractual or otherwise payable from Tax Increment have been
paid in full; and
WHEREAS, the City and the Zone Board have determined that it will be advisable to have the
Corporation assist the Zone Board in the preparation of the Project Plan and the Financing Plan and
provide other services as further described in this Agreement; and
WHEREAS, it is the intention of the patties to this Agreement that, subject to the limitations
prescribed in the Act, this Agreement and the limitations of its Articles of Incorporation, the Corporation
shall have the authority to issue, sell or deliver its bonds, notes, or other obligations in such amounts as may
be necessary to provide for the construction of the Improvements and the funding of any necessary reserve
fund or capitalized interest accounts and the payment of the costs of issuance of such bonds, notes, or other
obligations, and perform other activities provided in this Agreement; and
WHEREAS, the City and the Reinvestment Zone agree to pay for the Corporation's activities
performed pursuant to this Agreement from Tax Increments as provided in this Agreement, and Chapter
311 of the Act and Chapter 431, Texas Transportation Code, authorize the City and the Reinvestment
Zone to enter into a contract with the Corporation for the purposes of providing management and
adminislration for the Reinvestment Zone, providing the services and improvements, and otherwi§e
performing the functions set forth in tiffs Agreement; and
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WHEREAS, the City and the Reinvestment Zone desire to contract with the Corporation to
provide the assistance described in this Agreement during the term of the Reinvestment Zone; and
WHEREAS, the Corporation was created in part to aid and assist the City and the Reinvestment
Zone in the manner set forth above, and the Corporation is willing to enter into a conl~act with the City and
the Reinvestment Zone setting forth the dufes and responsibilities of the Corporation, the City and the
Reinvestment Zone;
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements herein contained, it is agreed as follows:
DEFINITIONS
"Act" shall mean Chapter 311, Texas Tax Code.
"A_m'eement" shall mean this Agreement and all attachments between the City, the Reinvestment
Zone and the Corporation.
"Appraisal District" shall mean the Nueces County Appraisal District.
"Bond Documents" shall mean the resolution of the Corporation authorizing the issuance ofa sehes
of Bonds and any trust indenture or supplement thereto executed by the Corporation in connection with
the issuance of a series of Bonds.
"Bond Proceeds" shall mean the net proceeds from the sale of the Bonds.
"Bonds" shall mean the bonds of the Corporation.
"Captured Appraised Value" shall mean the total appraised value of property in the Reinvestment
Zone as of January 1 of any year less the Tax Increment Base of the Reinvestment Zone, all as defined in
the Act.
'~2i _ty" shall mean the City of Corpus Christi, Texas.
'~2i_.ty__C_~" shall mean the City Council of the City.
"Corporation" shall mean the North Padre Island Development Corporation.
'Eorporation Board" shall mean the Board of Directors of the Corporation.
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"~a~flml~13~lfi~" shall mean the bonds, notes or other contractual obligations which the
Corporation may incur from time to time pursuant to Article I~ hereof.
"Com. s" shall mean the United States Army Corps of Engineers, or any successor thereto.
"County" shall mean Nueces County, Texas.
'District" shah mean Del Mar College.
"Financing Plan" shall mean the reinvestment zone financing plan for the Reinvestment Zone as
amended from time to time pursuant to the Act, as adopted by the Zone Board and approved by the City
Council.
"Generally Accepted Accountin? Principles" shall mean such accepted accounting practice as, in
the opinion of the accountant, conforms at the time to a body of generally accepted accounting principles
as applied to governmental units.
'ltospital District" shall mean the Nueces County Hospital District.
'Improvements" shall mean those improvements identified in the Project Plan.
'?lans" shall mean, collectively, the Project Plan and Financing Plan.
"P1 Rev ue Fun "shall mean the fired established by the Corporation in the Bond
Documents into which payments from the City's Tax Increinent Fund are deposited.
'?roiect Costs" shall have the meaning set forth in Section 311.002( 1 ) and the other provisions of
the Act.
'?ro_iect Plan" shall mean the project plan for the Reinvestment Zone as it may be amended from
time to time pursuant to the terms of the Act, as adopted by the Zone Board and approved by the City
Council.
'~" shall mean the Reinvestment Zone Number Two, City of Corpus Christi,
Texas, which was created by the Ordinance.
'Tax Increment" shall mean the amount of property taxes levied each year by each Taxing Unit
participating in the ReinvesWnent Zone (to the extent of their participation) on the Captured Appraised
Value.
'~" shall mean the total appraised value of all real property taxable by the City
and located in the Reinvestment Zone as of the year in which the Reinvestment Zone was designated as a
reinvestment zone, plus the total appraisal of all real property taxable by the City and the other Taxing Units
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paxficipating in the Reinvestment Zone and annexed to the Reinvestment Zone determined as of the date
on which the area was annexed to the Reinvestment Zone.
'Tax Increment Fund" shall mean the Tax Increment Fund created by the City for the Reinvestment
Zone including any subaecount therein into which all Tax Increments shall be deposited by the City.
'Taxing Unit" shall mean County, the District, the Hospital Dis~ct, and any other taxing unit (as
defined in the Act) which participates in the Reinvestment Zone.
'Zone Board" shall mean the Board of Directors of the Reinvestrnent Zone.
Ilo
SCOPE OF SERVICES BY CORPORATION
To the extent of available funds, the services which the Corporation will furnish consist of, among
other things, the following:
A. Management and Administrative Services and Consultants. The Corporation will provide
management and administrative services for the Reinvestment Zone as requested by the Zone Board that
are necessary or convenient for the implementation of the Plans.
B. Services With Respect to the Project Plan and the Financing Plan, Annexations to the
Reinvestment Zone. and Amendments to the Project Plan and the Financing Plan
1. The Zone Board is required to prepare and submit to the City for approval a
Project Plan and a Financing Plan. Upon the request of the City, the Corporation will assist the Zone Board
in the preparation of the Project Plan and the Financing Plan. The Project Plan and the Financing Plan will
be prepared in accordance with the requirements of the Act and the directives of the Zone Board. The
Project Plan and the Financing Plan will include at a minimum those matters required by Section
311.011 (b) and (c) of the Act. The Project Plan and the Financing Plan wilt be in substantially the form and
substance of the preliminary project plan and preliminary reinvestment zone financing plan set forth in
Exhibit C to the Ordinance; and
2. As requested from time to time by the Zone Board, the Corporation will assist in
the preparation of amendments to the Project Plan and the Financing Plato Any such amendments to the
Project Plan and the Financing Plan will be prepared in accordance with the requirements of the Act, and
shall not be effective until approved by the City.
C. Construction of Improvements. The Corporation and the City shall cooperate and
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coordinate their activities with the Corps with respect to the commencement, financing and construction
of the improvements so that the conunencement, financing and construction of the Improvements shall
occur at such times as are necessary or desirable to meet the construction time requirements of the Corps,
consistent with the Plans. To that end, the Corporation may directly transfer to the Corps, or to the City
for transfer to the Corps, such funds derived from Bond Proceeds to provide fi.mding for the City's share
&the costs of the Improvements to be constructed by the Corps, as may be further described in the Bond
Documents.
III.
CORPORATION OBLIGATIONS
A. General Statement. The parties have agreed that the Corporation has the authority to issue
Bonds or to enter into other Corporation Obligations with the Corps that are to be repaid from moneys to
be paid bythe City and the Reinvestment Zone to the Corporation lirom Tax Increments pursuant to this
Agreement.
B. Power to Incur Co _rpomtion Obligations. Subject to the provisions of this Article, the
Corporation shall have the power from time to time to issue and incur Corporation Obligations upon such
terms and conditions as the Corporation and the City shall determine to be necessary or desirable to
implement the Project Plan and the Financing Plan. The Corporation Obligations may be in the form of a
bond, note or in the form of a contractual obligation with the Corps or a third party who agrees to constmct
Improvements in the Project Plan or who provides services consistent with the Project Plan in exchange
for the obligation of the Corporation to repay such costs from future payments made bythe City and the
Reinvestment Zone to the Corporation pursuant to this Agreement.
C. Bonds.
1. To implement the Project Plan and the Financing Plan, the Corpomtion may
issue its Bonds in an amount necessmy to finance the construction of the improvements and pay Project
Costs (including amounts necessary to fund reserve funds and capitalized interest accounts for the Bonds
and to pay costs of issuance of the Bonds) which will be repaid by the Corporation from payments made
by the City and the Reinvestment Zone pursuant to this Agreement. The issuance of Bonds by the
Corporation shall be subject to the approval of the City by a resolution duly adopted by the goveming body
of the City. The deposit and disbursement of Bond Proceeds shall be made in accordance with the Bond
2. The Corporation agrees to commence the process to issue and sell the Bonds fi:om
time to time, at such times and in such amounts as are required to produce Bond Proceeds in an amount
sufficient to accommodate the construction of the Improvements and to pay other Project Costs as
necessary; provided, however, that the Corporation will use its best efforts to effect the issuance and
deliveryof the first series of Bonds to finance the initial phase of the Improvements described in the Project
Plan on or before March 31, 2003; provided, further, that the failure of the Corporation to issue such first
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series of Bonds by such date shall not impose any financial liability on the City or any further obligation on
the City to fund the costs of such Improvements. The Corporation shall issue and sell the Bonds, from time
to time, and shall hold and disburse the bond proceeds as provided in this Agreement and the Bond
Documents. The Corporation shall use its best efforts to structure the Bonds so that the interest on the
Bonds is excludable from taxation under the Intemal Revenue Code of 1986, as amended, and regulations
promulgated thereunder.
3. Bonds issued by the Corporation shall be secured, in whole or in part, by funds
deposited from time to time in the Pledged Revenue Fund. The Corporation agrees to provide to the City
and the Zone Board copies of any proposed trust indenture or bond resolution in connection with any
issuance of Bonds. In addition, to the fullest extent permitted by law, the Corporation agrees that it will
not revoke or amend any orders, resolutions or other actions relating to the issuance, sale or delivery of
Bonds, except as provided in the resolutions, indentures or other instruments adopted or executed in
connection with the sale of the Bonds. To the extent Bonds are issued as obligations, the interest on which
is intended to be excludable from the income of the holders thereof for federal income tax purposes, the
Corporation agrees that they will take all actions necessary to ensure that the interest payable on the Bonds
is and remains excludable from the income of the holders thereof under the Intemal Revenue Code of 1986,
as amended, and regulations promulgated thereunder.
4. All Bond Proceeds generated from the issuance of Bonds shall be deposited
into such funds and accounts, and disbursed in such manner and at such times, as shall be provided for in
the Bond Documents. All Bond Proceeds shall be held separate and apart from and shall not be
commingled with any other funds of the Corporation.
5. To the extent necessary or desirable, the Bond Documents may provided that a
reserve fund be established and funded as mutually agreeable to the Corporation and the City to pay the
principal and interest on the Bonds and/or to retire a portion of the Bonds.
D. Accounting. Complete books and records shall be maintained showing deposits to and
disbursements from the Tax Increment Fund ofthe City and the Pledged Revenue Fund or other funds of
the Corporation, which books and records shall be deemed complete if kept in accordance with Generally
Accepted Accounting Principles as applied to Texas municipalities and in accordance with the provisions
of the Act. Such books and records shall be available for examination by the duly authorized officers or
agents of the City during normal business hours upon request made not less than five (5) business days prior
to the date of such examination. The City and the Corporation shall maintain such books and records
throughout the term of this Agreement and for four (4) years thereafter, all subject to the requirements of
the Act.
E. Use of Tax Increments. The Corporation will use the moneys in the Pledged Revenue
Fund as follows: fast, to pay all principal of, interest on, premium (if any) and all paying agent/registrar
charges on the Bonds of the Corporation, and to fund any reserves necessary or desirable in connection
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with such Bonds, at the respective times and in the respective amounts as fixed and prescribed in the
resolution or resolutions pursuant to which such Bonds are issued by the Corporation and to pay any
Corporation Obligations which are on a parity with such Bonds; second, to make payments on other
Corporation Obligations which are subordinate to the Bonds; th/rd, administration, maintenance and
operation expenses of the Reinveslment Zone; and fourth, to perform the services, provide improvements,
or to pay any other Project Costs permitted by th/s Agreement and by the Act, including, the
reimbursement to the City of disbursements made by the City as grants and loans pursuant to an economic
development agreement adopted by the City under Chapter 380, Texas Local Government Code, in
fmtherance of the implementation of the Plans.
F. Pledge of Tax Increments. The Corporation may pledge and assign all or a part of the
Pledged Revenue Fund under this Agreement to:
1 . the owners and holders of Bonds of the Corporation; and
2. the owners and holders of Corporation Obligations.
G. Depository_. The Corporation's Pledged Revenue Fund is the account into which all
payments made by the City and the Reinvestment Zone pursuant to this Agreement shall be deposited. The
Pledged Revenue Fund shall be maintained at all times at the same bank that serves as the City's
depository. Any moneys received from investing and reinvesting the moneys paid by the City and the
Reinvestment Zone to the Corporation shall remain in this fund until used by the Corporation for either of
the purposes permitted by this Agreement in accordance with Section IlI.F., and may be commingled with
other moneys of the Corporation; provided, however, that these fimds shall be accounted for separately.
Moneys in the Pledged Revenue Fund may be invested and reinvested by the Corporation only in
invesanents which would be eligible for investment by the City pursuant to the provisions of the Public
Funds Investment Act (Chapter 2256, Texas Government Code). Moneys on deposit in the Pledged
Revenue Fund will be secured by the depository bank in the same manner as City funds are required to
be secured at the City depository.
H. Bond Consultants. McCall, Parkhurst & Horton L.L.P. shall act as bond counsel for
Bonds issued by the Corporation. Coastal Securities shall act as financial advisor to the Corporation. M.E.
Allison & Co., Inc. shall act as placement agent or underwriter for the first series of Bonds issued by the
Corporation.
DUTIES AND RESPONSIBILITIES OF THE CITY AND THE REIINVESTMENT ZONE
A. Duties of Ci_ty. The City agrees to provide customary City services in the
Reinvestment Zone subject to the provision of funds for these services in the City budget, including, without
limitation, funds to maintain the Improvements throughout the term of the Bonds.
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B. Tax Increment Fund. The City will establish a separate fund including subaccounts if
necessary in the City treasury into which all Tax Increments shall be deposited (the "Tax Increment Fund").
During the term of this Agreement, the City, on behalf of itself and the Reinvestment Zone will pay the
Corporation, on a monthly basis on the first business day of each month, all monies then available in the Tax
Increment Fund. Upon receipt, the Corporation shall deposit such funds in the Pledged Revenue Fund and
use them in accordance with Article I[I.E.
C. Limitation of Source of Pa_vment. The City and the Reinvestment Zone shall have no
financial obligation to the Corporation other than as provided in this Agreement or in other agreements
between the City, the Reinvestment Zone and the Corporation. The obligation of the City and the
Reinvestment Zone to the Corporation under this Agreement is limited to the Tax Increment of the City and
the other Taxing Un/ts which are received by the City. This Agreement shall create no obligation on the
City or the Reinvestment Zone which is payable fi~m taxes or other moneys of the City other than the Tax
Increments which are collected by the City. The obligation of the City and the Reinvestment Zone to the
Corporation shall be subject to the rights of any of the holders of bonds, notes or other obligations that have
heretofore or me hereafter issued by the City, the County, the District, the Hospital District and any other
Taxing Un/ts that are payable from or secured by a general levy of ad valorem taxes throughout the taxing
jurisdiction of the City, the County, the District and the other Taxing Units. For so long as any bonds,
notes, or other obligations of the Corporation secured by Tax Increments are outstanding and unpaid, the
C~ty covenants and agrees to annually assess, levy and collect its ad valorem taxes within the Zone.
D. Allocated Funds: Limitation of Duties. The duty of the City and the Reinvestment
Zone to pay money to the Corporation for any purpose under this Agreement is limited in its entirety by
the provisions of this Article. The payments herein provided for shall be the entire and complete
compensation of the Corporation for its services and expenses in connection herewith.
E. Collection and Pa_vment of Tax Increments by the City and the Reinvestment Zone.
In consideration of the services to be provided by the Corporation, the City and the Reinvestment Zone
covenant and agree that they will, as authorized under the Act and other applicable laws, continuously
collect the Tax Increments from the Taxing Units whose participation in the Reinvestment Zone is reflected
in the Project Plan and the Financing Plan during the term of this Agreement in the manner and to the
maxinann extent permitted by applicable law. To the extent the City and the Reinvestment Zone may
legally do so, the City and the Reinvestment Zone also covenant and agree that they will not permit a
reduction in the Tax Increments paid by the Taxing Units except to the extent provided in the agreement
with the Taxing Unit executed at the time the Taxing Unit agreed to participate in the Reinvestment Zone.
In addition, the City covenants and agrees that it will not dissolve the Corporation and that any repeal of
the right and power to collect the Tax Increments will not be effective until all Bonds and Corporation
Obligations of the Corporation have been paid in full or until they are legally defeased. The City and the
Reinveslment Zone further covenant and agree that they will make all payments as set forth in Article IV.B.
above, by a direct deposit into the Pledged Revenue Fund, without counterclaim or offset, but minus any
expenses incurred by the City in connection with the collection of the Tax Increments.
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F. Obligations of City and the Reinveslment Zone to be Absolute. The obligation of the
City and the Reinvestment Zone to make the payments set forth in this Agreement from Tax Increments
shall be absolute and unconditional, and until such time as this Agreement, all Bonds and Corporation
Obligations incurred pursuant to this Agreement have been fully paid or provision for payment thereof shall
have been made in accordance with their terms or the date of expiration of the Reinvestment Zone,
whichever comes first, the City and the Reinvestment Zone will not suspend or discontinue any payments
provided for in this Agreement and will not terminate this Agreement for any cause, including, without
lknifing the generality of the forego'rog, the failure of the Corporation to perform and observe any agreement,
whether express or implied, or any duty, liability, or obligation arising out of or connected with this
Agreement. Nothing contained in this section shall be construed to release the Corporation from
performance of any of the agreements on its part contained in this Agreement, and in the event the
Corporation shall fail to perform any such agreement on its part, the City may institute such action against
the Corporation as the City may deem necessary to compel performance so long as this action does not
abrogate the obligations of the City and the Reinveslment Zone to make the payments set forth in this
Agreement to pay the Bonds of the Corporation or to meet its Corporation Obligations.
V.
PERSONAL LIABILITY OF PUBLIC OFFICIALS
To the extent permitted by State law, no director of the Corporation, nor any employee or agent
of the Corporation, no director of the Reinvestment Zone, nor any employee or agent of the Reinvestment
Zone, and no employee of the City, nor any councilmember or agent of the City, shall be personally
responsible for any liability arising under or growing out of this Agreement, or operations of the Corporation
under the terms of this Agreement.
LAW TO BE OBSERVED
The Corporation at all times shall observe and comply with ali federal and state laws, local laws,
ordinances, orders, and regulations of the federal, state, county, or city governments.
VII.
INFORMATION
The Corporation shall, at such times and in such form as City may require, fumish periodic
information concerning the status of the Corporation, the Reinveslment Zone, and the performance of its
obligations under this Agreement, and such other statements, certificates and approvals relative to the
Corporation and the Reinvestment Zone as may be requested in writing by the City. The City shall provide
the Corporation with such information as may be necessary for the Corporation to satisfy its continuing
disclosure obligation as set forth in the Bond Documents.
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VIII.
COORDINATION WITH CITY OFFICIALS
The Corporation will coordinate its activities with the City Manager or the City Manager's
designee. Nothing in this Agreement is intended to confer upon the Corporation the right to use, improve,
or service any City property without the approval of the City.
IXo
ADDRESS AND NOTICE
Any and all notices and communications under this Agreement shall be ma/led by first-class m,Yd,
or delivered, to the Corporation at the following address:
Chair, Board of Directors
North Padre Island Development Corporation
1201 Leopard Street
Corpus Christi, Texas 78401
Any and all notices and communications under th/s Agreement shall be mailed by first-class mail,
or delivered, to the City at the follovdmg address:
City Manager
City of Corpus Christi
1201 Leopard Street
Corpus Christi, Texas 78401
Any and all notices and communications under this Agreement shatl be mailed by firstmlass mail,
or delivered, to the Reinvestment Zone at the following address:
Chailman
Reinvestment Zone Number Two,
City of Corpus Christi, Texas
1201 Leopard Street
Corpus Christi, Texas 78401
X.
APPLICABLE LAWS
THIS AGREEMENT IS MADE SUBJECT TO THE CONSTITUTION AND LAWS OF THE
STATE OF TEXAS.
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CAPTIONS
The captions at the beginning of the Articles of this Agreement are guides and labels to assist in
locating and reading such Articles and, therefore, will be given no effect in construing this Agreement and
shall not be restrictive of the subject matter of any article, section, or part &this Agreement.
3ill.
SUCCESSORS AND ASSIGNS
This Agreement shall bind and benefit the respective parties and their legal successors, and shall
not be assignable, in whole or in part, by any party hereto without first obtaining the written consent of the
other party. Nothing herein shall be construed as creating any personal liability on the part of any officer
or agency of the City, of the Reinvestment Zone or of the Corporation.
TERM AND TERMINATION, DISSOLUTION OF CORPORATION
A. In General. This Agreement shall become effective, and its initial tenn shall begin, on the
date of execution by all pan':ies, and shall end upon tennmation of the Reinvestment Zone.
B. Tennination for Cause. A party may terminate its performance tinder this Agreement
only upon default by another party. Default by a party shall occur if the party fails to perform or observe
any of the terms and conditions of th/s Agreement required to be performed or observed by that patty.
Should such a default occur, the party against whom the default has occurred shall have the right to
terminate all or part of its duties under this Agreement as of the thirtieth (30th) day following the receipt by
the defaulting party of a notice describing such default and intended termination, pmxSded, that such
termination may be stayed, at the sole option of the party against whom the default has occurred, pending
cure of the default. No termination of this Agreement will affect the obligation of the City and the
Reinvestment Zone to pay from Tax Increments an amount which will permit the Corporation to pay the
Bonds or any Corporation Obhgations issued or incurred pursuant to this Agreement prior to termination.
C. Dissolution of Corporation or Reinvestment Zone. The City agrees not to dissolve
the Corporation or the Reinvestment Zone unless it makes satisfactory arrangements to provide for the
payments of the Corporation's bonds, notes, or other Corporation Obligations incurred prior to the
Corporation's dissolution.
AMENDMENT OR MODIFICATIONS
Except as otherwise provided in this Agreement, this Agreement shall be subject to change,
amendment, or modification only by the mutual written consent of the parties hereto. The foreg~mg
notwithstanding, no amendment shall become effective until the parties have received an opinion of
nationally-recognized bond counsel selected by the Corporation and approved by the City to the effect that
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such amendment will not materially adversely impair the rights of the owners of any outstanding bonds,
notes or other obligations issued by the Corporation.
COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be regarded
as an original and all of which shall constitute one and the same instrument.
[EXECUTION PAGE FOLLOWS]
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DATED as of February 1, 2003
NORTH PADRE ISLAND DEVELOPMENT
CORPORATION
THE CITY OF CORPUS
CHRISTI
Chakperson, Board of Directors
Mayor
ATTEST:
ATTEST:
Secretary, Board of Directors
City Secretary
RE1NVESTMENT ZONE NUMBER TWO,
CITY OF CORPUS CHRISTI, TEXAS
Chairperson, Board of Directors
ATTEST:
Secretary, Board of Directors
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