HomeMy WebLinkAbout025789 ORD - 06/08/2004 ORdINANCe NO. '.'i;~)¥~9
an ORDinancE PROViding for the iSsuancE Of the GEneral
improvement RefUnding bOnds, series 2004, Of thE CitY Of CORPUS
CHRISTI, texas, In An amount not to EXCEed ThirtY MILLION DOllARS
($30,000,000): EStabliShing parameters REgARDIng the SaLf Of the
BONDS; APPROVING the EXECUtiOn Of a bOnd PURCHASE contract
and an ESCROW agreemEnt; and all OthER ma]~eRs RElatED
thereto; and PROVIDINg that THIS ORDINance SHALL Be In force
AND effect FROM and after the DATE Of ITS PaSSAGe.
WHEREAS, the City Council has determined to authorize the refunding of all or a portion
o[ the outstanding obligations of the City described in Schedule I attached to this ordinance (the
"Refunded Obligations") to achieve a debt service savings with respect to Refunded Obligations;
and
WHEREAS, because of ¢luctuating conditions in the municipal bond market, the City
Council has determined to delegate to the City Manager the authority to effect the sale of the
bonds hereinafter authorized for the purpose of providing for the refunding of the obligations
described in Schedule I, subject to the parameters hereinafter described; and
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to
/he laws of the State of Texas, including specifically Chapter 1207, Texas Government Code, for
the purposes set forth above.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI, TEXAS:
1. That there shall be authorized to be issued, sold, and delivered hereunder fully
registered bonds, without interest coupons (the "Bonds" or the "Series 2004 Bonds"). entitled "City
of Corpus Christi, Texas General Improvement Refunding Bonds, Sedes 2004" (or such other
name as may be provided in the hereinafter defined Purchase Contract), numbered consecutively
from R-1 upward, payable to the respective initial registered owners thereof, or to the registered
assignee or assignees of the Bonds or any portion or portions thereof, in the denomination of
$5,000 or any integral multiple thereof (an "Authorized Denomination"), matudng not later than
July 15, 2024, payable sedally or otherwise on the dates, in the years and in the principal
amounts, respectively, and dated, all as set forth in the Purchase Contract. The Bonds are hereby
authorized to be issued for the purpose of refunding the Refunded Obligations and to pay the
costs of issuing the Bonds. The Bonds authorized by this Ordinance to be issued, sold and
delivered may not be sold in an aggregate principal amount in excess of Thirty Million Dollars
($30,000,000).
2. (a) That the Bonds will be sold through a negotiated sale pursuant to the procedures
set forth herein. J.P. Morgan Securities inc. is hereby designated to be the senior managing
underwriter for the Bonds. The City Manager, acting for and on behalf of the City, is authorized
to enter into and carry out the terms and conditions set forth in a pumhase contract with J.P.
Morgan Securities Inc., acting as representative for the investment banking firms named in such
contract (the "Underwriters"), in substantially the form attached hereto and made a part hereof for
all purposes, with such changes as may be necessary to effect the sale of the Bonds to the
Underwriters (the "Purchase Contract"). The Bonds shall be sold to the Underwriters at such pdce,
and subject to such terms and conditions as set forth in the Purchase Contract, as shall be
determined by the City Manager pursuant to subsection (c) below. The authority of lhe City
Manager to execute the Purchase Contract shall expire if the Purchase Contract has not been
executed by the City and by the Underwriters (acting through their duly designated representative)
by 5:00 p.m., Friday, July 30, 2004. Prior to the execution of the Purchase Contract, the Bonds
shall have an underlying rating from a nationally-recognized municipal bond rating agency in one
of the four highest generic rating categories. Any finding or determination made by the City
Manager relating to the issuance and sale of the Bonds and the execution of the Purchase
Contract in connection therewith shall have the same force and effect as a finding or determination
made by the City Council.
(b) As authorized by Chapter 1207, Texas Govemment Code, the City Manager is hereby
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authorized, appointed, and designated to act on behalf of the City in selling and delivering the
Bonds and carrying out the other procedures specified in this Ordinance. including determining
and fixing the date of the Bonds, any additional or different designation or title by which the Bonds
shall be known, the aggregate principal amount of the Bonds, the date of delivery of the Bonds,
the pdce at which the Bonds will be sold, the years in which the Bonds will mature, the principal
amount of Bonds to mature in each of such years, the rate of interest to be borne by each such
maturity, the interest payment pedods, the dates, pdce, and terms upon and at which the Bonds
shall be subject to redemption prior to maturity at the option of the City, as well as any mandatory
sinking fund redemption provisions, and all other matters relating to the issuance, sale, and
delivery of the Bonds, and the refunding of the Refunded Obligations. including, without limitation,
obtaining a municipal bond insurance policy in support of the Bonds, all of which shall be specified
in the Purchase Contract; provided, that (i) the price to be paid for the Bonds shall not less than
95% of the aggregate odginal principal amount thereof, plus accrued interest thereon from the
date of their delivery, (ii) none of the Bonds shall bear interest at a rate greater than 10% per
annum, and (iii) the Bonds may not be sold for the purpose of refunding the Re[unded Obligations
unless the refunding of the Refunded Obligations results in achieving the minimum net present
value debt service savings threshold described in Section 17 of this Ordinance.
(c) The City Manager and the Director of Financial Services are authorized and directed
to provide for and oversee the preparation of a final official statement in connection with the
issuance of the Bonds, and to approve such final official statement and deem the preliminary
official statement prepared in connection with the sale of the Bonds final in compliance with the
Rule and to provide it to the Underwriters of the Bonds in compliance with the Rule. The use of
the preliminary official statement prepared in connection with the sale of the Bonds is hereby
ratified.
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3. To the extent so provided for in the Purchase Contract, the Bonds may be subject to
redemption prior to their scheduled matunties. Should the Purchase Contract provide for the
redemption of the Bonds pdor to their scheduled maturities at the option of the City, if less than
all of the Bonds are to be redeemed by the City, the City shall determine the matudty or maturities
and the amounts thereof to be redeemed and shall direct the Paying AgentJRegistrar (hereinafter
defined) to call by lot Bonds, or portions thereof, within such matudty or maturities and in such
pnncipal amounts for redemption; provided, that during any pedod in which ownership of the
Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than
all of the Bonds of the same matudty and bearing the same interest rate are to be redeemed, the
particular Bonds of such maturity and bearing such interest ~ate shall be selected in accordance
with the arrangements between the City and the securities depository. Should the Purchase
Contract provide for the mandatory sinking fund redemption of Bonds, the terms and conditions
governing any such mandatory sinking fund redemption and the payment of sinking fund
installments relating thereto shall be as set forth in the Purchase Contract.
At least 30 days prior to the date fixed for any such redemption the City shall cause (i) a
written notice of such redemption to be deposited in the United States mail, first-class postage
prepaid, addressed to each such registered owner at his address shown on the Registration
Books (hereinafter defined) of the Paying AgentJRegistrar and (ii) notice of such redemption either
to be published one (1) time in or posted electronically on the website of a financial journal or
publication of general circulation in the United States of Amedca or the State of Texas carrying
as a regular feature notices of municipal bonds called for redemption; provided however, that the
failure to send, mail, or receive such notice described in (i) above, or any defect therein or in the
sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the
redemption of any Sedes 2004 Bond, and it is hereby specifically provided that the provision of
notice deschbed in (ii) above shall be the only notice actually required in connection with or as a
prerequisite to the redemption of any Sedes 2004 Bonds. By the date fixed for any such
redemption, due provision shall be made with the Paying AgentJRegistrar for the payment of the
required redemption price for the Series 2004 Bonds or the portions thereof which are to be so
redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of
redemption is given, and if due provision for such payment is made, all as provided above, the
Series 2004 Bonds or the portions thereof which are to be so redeemed, thereby automatically
shall be redeemed prior to their scheduled maturities, and shall not bear interest after the date
fixed for their redemption, and shall not be regarded as being outstanding except for the dght of
the registered owner to receive the redemption pdce plus accrued interest to the date fixed for
redemption from the Paying AgenlJRegistrar out of the funds provided for such payment. The
Paying AgentJRegistrar shall record in the registration books all such redemptions of principal of
the Sedes 2004 Bonds or any portion thereof. If a portion of any Sedes 2004 Bond shall be
redeemed a substitute Sedes 2004 Bond or Sedes 2004 Bonds having the same matudty date,
bearing interest at the same rate, in any denomination or denominations in any integral multiple
of $5,000, at the written request of the registered owner, and in an aggregate principal amount
equal to the unredeemed portion thereof, will be issued to the registered owner upon the
sun'ender thereof for cancellation, at the expense of the City, all as provided in this Ordinance.
In addition to the foregoing, the City shall cause the Paying Agen~Registrar to give notice
of any such redemption in the manner set forth in Section 5(h) hereof. The failure to cause such
notice to be given, however, or any defect therein, shall not affect the validity or effectiveness of
such redemption.
4. That the Bonds shall bear interest calculated on the basis of a 360-day year composed
of twelve 30-day months from the dates specified in the FORM OF BOND to their respective dates
of maturity at the rates set fodh in the Purchase Contract. Interest on the Bonds shall be payable
on the dates as set forth in the Purchase Contract, until the maturity or pdor redemption of the
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Bonds.
5. (a) The City shall keep or cause to be kept at the designated corporate trust office in
Jacksonville, Florida (the "Designated Trust Office") of The Bank of New York Trust Company,
N.A. (the "Paying AgentJRegistrar"), or such other bank, trust company, financial institution, or
other agency named in accordance with the provisions of (g) below, books or records of the
registration and transfer of the Sedes 2004 Bonds (the "Registration Books"), and the City hereby
appoints the Paying AgenrJRegistrar as its registrar and transfer agent to keep such books or
records and make such transfers and registrations under such reasonable regulations as the City
and Paying AgentJRegistrar may prescribe; and the Paying AgentJRegistrar shall make such
transfers and registrations as herein provided. It shall be the duty of the Paying AgentJRegistrar
to obtain from the registered owner and record in the Registration Books the address of such
registered owner of each bond to which payments with respect to the Sedes 2004 Bonds shall be
mailed, as herein provided. The City or its desig nee shall have the right to inspect the Registration
Books dudng regular business hours of the Paying AgentJRegistrar, but otherwise the Paying
AgentJRegistrar shall keep the Registration Books confidential and, unless otherwise required by
law, shall not permit their inspection by any other entity. Registration of each Sedes 2004 Bond
may be transferred in the Registration Books only upon presentation and surrender of such bond
to the Paying AgentJRegistrar for transfer of registration and cancellation, together with proper
written instruments of assignment, in form and with guarantee of signatures satisfactory to the
Paying AgentJRegistrar, evidencing the assignment of such bond, or any portion [hereof in any
integral multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee
or assignees to have such bond or any such portion thereof regislered in the name of such
assignee or assignees. Upon the assignment and trans[er of any Sedes 2004 Bond or any portion
[hereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein
provided.
(b) The entity in whose name any Sedes 2004 Bond shall be registered in the Registration
Books at any time shall be treated as the absolute owner thereof for all purposes of this
Ordinance, whether or not such bond shall be overdue, and the City and the Paying Agent/Reg-
istrar shall not be affected by any notice to the contrary; and payment of, or on account of, the
principal of, premium, if any, and interest on any such bond shall be made only to such registered
owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon
such bond to the extent of the sum or sums so paid.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent
for paying the principal of and interest on the Sedes 2004 Bonds, and to act as its agent to
exchange or replace Sedes 2004 Bonds, all as provided in this Ordinance. The Paying
Agent/Registrar shall keep proper records of all payments made by the City and the Paying
Agent/Registrar with respect to the Sedes 2004 Bonds, and of all exchanges thereof, and all
replacements thereof, as provided in this Ordinance.
(d) Each Sedes 2004 Bond may be exchanged for fully registered bonds in the manner
set forth herein. Each bond issued and delivered pursuant to this Ordinance, to the extent of the
unredeemed principal amount thereof, may, upon surrender thereof at the Designated Trust Office
of the Paying Agent/Registrar, together with a written request therefor duly executed by the
registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or
representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the
option of the registered owner or such assignee or assignees, as appropriate, be exchanged for
fully registered bonds, without interest coupons, in the form prescribed in the FORM OF BOND,
in the denomination of $5,000, or any integral multiple thereof (subject to the requirement
hereinafter stated that each substitute bond shall have a single stated matudty date), as requested
in writing by such registered owner or such assignee or assignees, in an aggregate principal
amount equal to the unredeemed principal amount of any Sedes 2004 Bond or Sedes 2004 Bonds
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so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the
case may be. If a portion of any Series 2004 Bond shall be redeemed prior to its scheduled
matudly as provided herein, a substitute bond or bonds having the same matudty date, bearing
interest at the same rate, in the denomination or denominations of any integral multiple of $5,000
at the request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for
cancellation. If any Series 2004 Bond or portion thereof is assigned and transferred, each bond
issued in exchange therefor shall have the same principal maturity date and bear interest at the
same rate as the bond for which it is being exchanged. Each substitute bond shall bear a letter
and/or number to distinguish it from each other bond. The Paying AgentJRegistrar shall exchange
or replace Sedes 2004 Bonds as provided herein, and each fully registered bond or bonds
delivered in exchange for or replacement of any Series 2004 Bond or portion thereof as permitted
or required by any provision of this Ordinance shall constitute one of the Series 2004 Bonds for
all purposes of this Ordinance, and may again be exchanged or replaced. It is specifically
provided, however, that any Series 2004 Bond delivered in exchange for or replacement of
another Series 2004 Bond prior to the first scheduled interest payment date on the Series 2004
Bonds (as stated on the face thereof) shall be dated the same date as such Series 2004 Bond,
but each substitute bond so delivered on or after such first scheduled interest payment date shall
be dated as of the interest payment date preceding the date on which such substitute bond is de-
livered, unless such substitute bond is delivered on an interest payment date, in which case it shall
be dated as of such date of delivery; provided, however, that if at the time of delivery of any
substitute bond the interest on the bond for which it is being exchanged has not been paid, then
such substitute bond shall be dated as of the date to which such interesl has been paid in full.
On each substitute bond issued in exchange for or replacement of any Sedes 2004 Bond or
Series 2004 Bonds issued under this Ordinance there shall be printed thereon a Paying
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Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the FORM OF
BOND (the "Authentication Certificate"). An authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such substitute bond, date such substitute bond
in the manner set forth above, and manually sign and date the Authentication Certificate, and no
such substitute bond shall be deemed to be issued or outstanding unless the Authentication
Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Sedes 2004
Bonds surrendered for exchange or replacement. No additional ordinances, orders, or resolutions
need be passed or adopted by the City Council or any other body or person so as to accomplish
the foregoing exchange or replacement of any Sedes 2004 Bond or portion hereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute bonds in
the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty of
exchange or replacement of any Sedes 2004 Bond as aforesaid is hereby imposed upon the
Paying Agent/Registrar, and, upon the execution of the Authentication Certificate, the exchanged
or replaced bond shall be valid, incontestable, and enforceable in the same manner and with the
same effect as the Sedes 2004 Bonds which originally were delivered pursuant to this Ordinance,
approved by the Attorney General, and registered by the Comptroller of Public Accounts. Neither
the City nor the Paying Agent/Registrar shall be required (1) to issue, transfer, or exchange any
bond during a period beginning at the opening of business 30 days before the day of the first
mailing of a notice of redemption of bonds and ending at/he close of business on the day of such
mailing, or (2) to transfer or exchange any bond so selected for redemption in whole when such
redemption is scheduled to occur within 30 calendar days.
(e) All Series 2004 Bonds issued in exchange or replacement of any other Sedes 2004
Bond or portion thereof, (i) shall be issued in fully registered form, without inlerest coupons, with
the principal of and interest on such Series 2004 Bonds to be payable only to the registered
owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred
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and assigned, (iv) may be exchanged for other Sedes 2004 Bonds, (v) shall have the
characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Series
2004 Bonds shall be payable, all as provided, and in the manner required or indicated, in the
FORM OF BOND.
(f) The City shall pay the Paying Agent]Registrar's reasonable and customary fees and
charges for making transfers of Sedes 2004 Bonds, but the registered owner of any Sedes 2004
Bond requesting such transfer shall pay any taxes or other governmental charges required to be
paid with respect thereto. The registered owner of any Sedes 2004 Bond requesting any
exchange shall pay the Paying Agent]Registrar's reasonable and standard or customary fees and
charges for exchanging any such bond or portion thereof, together with any taxes or governmental
charges required to be paid with respect thereto, all as a condition precedent to the exercise of
such privilege of exchange, except, however, that in the case of the exchange oi' an assigned and
transferred bond or bonds or any portion or portions thereof in any integral multiple of $5,000, and
in the case of the exchange of the unredeemed portion oi' a Sedes 2004 Bond which has been
redeemed in part pdor to maturity, as provided in this Ordinance, such fees and charges will be
paid by the Cily. In addition, the City hereby covenants with the registered owners of the Sedes
2004 Bonds that it will (i) pay the reasonable and standard or customary fees and charges of the
Paying AgentYReglstrar for its services with respect to the payment of the principal of and interest
on the Series 2004 Bonds, when due, and (ii) pay the fees and charges of the Paying
Agent]Registrar for services with respect to the transfer or registration of Series 2004 Bonds solely
to the extent above provided, and with respect to the exchange of Sedes 2004 Bonds solely to
the extent above provided.
(g) The City covenants with the registered owners of the Series 2004 Bonds that at all
times while the Series 2004 Bonds are outstanding the City will provide a competent and legally
qualified bank, trust company, financial institution, or other agency to act as and perform the
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services of Paying AgentJRegistrar for the Sedes 2004 Bonds under this Ordinance, and that the
Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying
Agent/Registrar. In the event that the entity at any time acting as Paying Agent/Registrar (or its
successor by merger, acquisition, or other method) should resign or otherwise cease to act as
such, the City covenants that promptly it will appoint a competent and legally qualified national or
state banking institution which shall be a corporation organized and doing business under the laws
of the United States of Amedca or of any state, authorized under such laws to exercise trust
powers, subject to supervision or examination by federal or state authority, and whose
qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying
Agent/ Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the
previous Paying Agent/Registrar promptly shall trans[er and deliver the Registration Books (or a
copy thereof), along with all other pertinent books and records relating to the Sedes 2004 Bonds,
to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in
the Paying Agent/Registrar, the City promptly will cause a wdtten notice thereof to be sent by the
new Paying Agent/Registrar to each registered owner of the Sedes 2004 Bonds, by United States
mail, first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting/he position and performing as such, each Paying Agent/Registrar
shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this
Ordinance shall be delivered to each Paying Agent/Registrar.
(h) (i) In addition to the manner of providing notice of redemption of Sedes 2004
Bonds as set forth in this Ordinance, the Paying Agent/Registrar shall give notice of redemption
of Series 2004 Bonds by United States mail, first-class postage prepaid, at least 30 days prior to
a redemption date to each NRMSlR and the SID (each as defined in Section 13 hereof). In
addition, in the event of a redemption caused by an advance refunding of the Sedes 2004 Bonds,
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the Paying AgentJRegistrar shall send a second notice of redemption to the persons specified in
the immediately preceding sentence at least 30 days but not more than 90 days pdor to the actual
redemption date. Any notice sent to the NRMSlRs or the SlD shall be sent so that they are
received at least two days prior to the general mailing or publication date of such notice. The
Paying Agenl/Registrar shall also send a notice of redemption to the owner of any Sedes 2004
Bond who has not sent the Sedes 2004 Bonds in for redemption 60 days after the redemption
date.
(ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Ordinance, shall contain a description of the Sedes 2004 Bonds to be redeemed, including
the complete name of the Series 2004 Bonds, the series, the date of issue, the interest rate, the
matudty date, the CUSIP number, if any, the amounts called of each certificate, the publication
and mailing date for the notice, the date of redemption, the redemption pdce, the name of the
Paying Agent/Registrar and the address at which the Sedes 2004 Bond may be redeemed,
including a contact person and telephone number.
(iii) All redemption payments made by the Paying Agent/Registrar to the registered
owners of the Sedes 2004 Bonds shall include CUSIP numbers relating to each amount paid to
such registered owner.
6. The form of all Series 2004 Bonds, including the form of the Comptroller's Registration
Certificate to accompany the Sedes 2004 Bonds on the initial delivery thereof, the form of the
Authentication Certificate, and the Form of Assignment to be printed on each of the Sedes 2004
Bonds, shall be, respectively, substantially as set forth in Exhibit A to this Ordinance, with such
appropriate variations, omissions, or insertions as are permitted or required by this Ordinance.
7. That a special fund or account, [o be designated the "City of Corpus Chdsti, Texas
Sedes 2004 General Improvement Refunding Bonds Interest and Sinking Fund" (the "Interest and
Sinking Fund") is hereby created and shall be established and maintained by the City at its official
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depository bank. The Interest and Sinking Fund shall be kept separate and apart from all other
funds and accounts of the City, and shall be used only for paying the interest on and principal of
the Sedes 2004 Bonds. All taxes levied and collected for and on account of the Sedes 2004
Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund. Dudng
each year while any of the Sedes 2004 Bonds is outstanding and unpaid, the City Council of the
City shall compute and ascertain the rate and amount of ad valorem tax, based on the latest
approved tax rolls of the City, with full allowances being made for tax delinquencies and costs of
tax collections, which will be sufficient to raise and produce the money required to pay the interest
on the Sedes 2004 Bonds as such interest comes due, and to provide a sinking fund to pay the
principal of the Sedes 2004 Bonds as such principal matures, but never less than 2% of the
odginal principal amount of the Sedes 2004 Bonds as a sinking fund each year. Said rate and
amount of ad valorem tax is hereby ordered to be levied and is hereby levied against all taxable
property in the City for each year while any of the Sedes 2004 Bonds is outstanding and unpaid,
and said ad valorem tax shall be assessed and collected each such year and deposited to the
credit of the Interest and Sinking Fund. The ad valorem taxes necessary to pay the interest on
and pnncipal of the Sedes 2004 Bonds, as such interest comes due, and such principal matures,
are hereby pledged for such purpose, within the limit prescribed by law. To the extent necessary,
there shall be appropriated from the General Fund of the City for deposit into the Interest and
Sinking Fund moneys as may be necessary to pay the first scheduled interest payment on the
Series 2004 Bonds.
8. la) In the event any outstanding Series 2004 Bond is damaged, mutilated, lost, stolen,
or destroyed, the Paying Agent/Registrar shall cause to be pdnted, executed, and delivered, a new
bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost,
stolen, or destroyed Series 2004 Bond, in replacement for such Series 2004 Bond in the manner
hereinafter provided.
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(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Sedes
2004 Bonds shall be made to the Paying AgentJRegistrar. In every case of loss, theft, or
destruction of a Sedes 2004 Bond, the applicant for a replacement bond shall furnish to the City
and to the Paying AgentJRegistrar such security or indemnity as may be required by them to save
each of them harmless from any loss or damage with respect thereto. Also, in every case of loss,
theft, or destruction of a Sedes 2004 Bond, the applicant shall furnish to the City and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Sedes 2004
Bond, as the case may be. In every case of damage or mutilation of a Sedes 2004 Bond, the
applicant shall surrender to the Paying AgentJRegistrar for cancellation the Sedes 2004 Bond so
damaged or mutilated.
(c) Notwithstanding the foregoing provisions o[ this Section, in the event any such Sedes
2004 Bond shall have matured, and no default has occurred which is then continuing in the
payment of the principal of, redemption premium, if any, or interest on the Sedes 2004 Bond, the
City may authorize the payment of the same (without surrender thereof except in the case of a
damaged or mutilated Series 2004 Bond) instead of issuing a replacement Series 2004 Bond,
provided secudty or indemnity is furnished as above provided in this Section.
(d) Pdor to the issuance o[ any replacement bond, the Paying Agent/Registrar shall charge
the owner of such Series 2004 Bond with all legal, printing, and other expenses in connection
therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of
the fact that any Series 2004 Bond is lost, stolen, or destroyed shall constitute a contractual
obligation of the City whether or not the lost, stolen, or destroyed Series 2004 Bond shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance
equally and propodionately with any and all other Series 2004 Bonds duly issued under this
Ordinance.
(e)
In accordance with Chapter 1206, Texas Government Code, this Section of this
Ordinance shall constitute authority for the issuance of any such replacement bond without
necessity of further action by the governing body of the City or any other body or person, and the
duty of the replacement ol~ such bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, subject to the conditions imposed by this Section 8 of this Ordinance, and the
Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with
the effect, as provided in Section 5(d) of this Ordinance for Sedes 2004 Bonds issued in exchange
for other Sedes 2004 Bonds.
9. That the City Manager of the City is hereby authorized to have control of the Sedes
2004 Bonds and all necessary records and proceedings pertaining to the Series 2004 Bonds
pending their delivery and their investigation, examination and approval by the Attorney General
of the State of Texas, and their registration by/he Comptroller of Public Accounts of the State of
Texas. Upon registration of the Series 2004 Bonds, the Comptroller of Public Accounts (or a
deputy designated in wdting to act for said Comptroller) shall manually sign the Comp/roller's
Registration Certificate accompanying the Series 2004 Bonds, and the seal of said Comptroller
shall be impressed, or placed in facsimile, on each such certificate.
10. That the Mayor, the City Secretary or Assistant City Secretary, the City Manager, the
Director of Financial Services and all other officers, employees, and agents of the City, and each
of them, shall be and they are hereby expressly authorized, empowered, and directed from time
to time and at any time to do and perform all such acts and things and to execute, acknowledge,
and deliver in the name and under the seal and on behalf of the City all such instruments, whether
or not herein mentioned, as may be necessary or desirable in order to carry out the terms and
provisions of this Ordinance, the Bonds, the Escrow Agreement, the Purchase Contract, the
offedng documents prepared in connection with the sale of the Bends, or the Paying
Agent/Registrar Agreement. In case any officer whose signature appears on any Bond shall
cease to be such officer before the delivery of such Bond, such signature shall nevertheless be
valid and sufficient for all purposes the same as if he or she had remained in office until such
delivery.
11. That the Issuer covenants to take any action to assure, or refrain from any action
which would adversely affect, the treatment of the Sedes 2004 Bonds as obligations described
in section 103 of the Intemal Revenue Code of 1986 (the "Code"), the interest on which is not
includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds
of the Sedes 2004 Bonds or the projects financed therewith (less amounts deposited to
a reserve fund, if any) are used for any "pdvate business use", as defined in section
141(b)(6) of the Code or, if more than 10 percent of the proceeds are so used, that
amounts, whetheror not received bythe Issuer, with respect to such pdvate business use,
do not, under the terms of this Ordinance or any underlying an'angement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Sedes 2004 Bonds, in contravention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "pdvata business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Sedes 2004
Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if
any) then the amount in excess of 5 percent is used for a "pdvate business use" which is
"related" and not "disproportionate", within the meaning of section 141 (b)($) of the Code,
to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser
of $5,000,000, or 5 percent of the proceeds of the Series 2004 Bonds (less amounts
deposited into a reserve fund, if any) is directly or indirectly used to finance loans to per-
sons, other than state or local governmental units, in contravention of section 141(c) of the
Code;
(d) to refrain from taking any action which would otherwise result in the Sedes
2004 Bonds being treated as "pdvate activily bonds" within the meaning of section 141 (b)
of the Code;
(e) to refrain from taking any action that would result in the Sedes 2004 Bonds
being "federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Sedes 2004 Bonds,
directly or indirectly, to acquire or to replace funds which were used, directly or indirectly,
to acquire investment property (as defined in section 148(b)(2) of the Code) which produc-
es a materially higher yield over the term of the Sedes 2004 Bonds, other than investment
property acquired with -
(1) proceeds of the Sedes 2004 Bonds invested for a reasonable
temporary pedod of 90 days or less until such proceeds are needed for the
purpose for which the bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1 (b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Series 2004 Bonds;
(g) to otherwise restrict the use of the proceeds of the Sedes 2004 Bonds or
amounts treated as proceeds of the Sedes 2004 Bonds, as may be necessary, so that the
Series 2004 Bonds do not otherwise contravene the requirements of section 148 of the
Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code
(re~atJng to advance refundings); and
(h) to pay to the United States of Amedca at least once dudng each five-year
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pedod (beginning on the date of delivery of the Series 2004 Bonds) 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 Amedca, not later than 60 days after the
Sedes 2004 Bonds have been paid in full, 100 percent of the amount then required to be
paid as a result of Excess Eamings under section 148(0 of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term
"proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case
of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended
pdor to the date of the issuance of the Bonds. It is the understanding of the Issuer that the
covenants contained herein are intended to assure compliance with the Code and any regulations
or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that
regulations or rulings are hereafter promulgated which modify or expand provisions of the Code.
as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained
herein to the extent that such failure to comply, in the opinion of natJonally-recegnized bond
counsel, will not adversely affect the exemption from federal income taxation of interest on the
Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated which impose additional requirements which are applicable to the Bonds. the Issuer
agrees to comply with the additional requirements to the ex'tent necessary, in the opinion of
nationally-recognized bond counsel, to preserve the exemption from federal income taxation of
interest on the Bonds under section 103 of the Cede. In furtherance of the foregoing, the Mayor,
the City Manager, any Assistant City Manager, and the Director of Financial Services may execute
any certificates or other reports required by the Code and to make such elections, on behalf of the
City, which may be permitted by the Code as are consistent with the purpose for the issuance of
the Bonds.
In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby
established by the City for the sole benefit of the U nited States of Amedca, and such Rebate Fund
shall not be subject to the claim of any other person, including without limitation the registered
owners of the Bonds. The Rebate Fund is established for the additional purpose of compliance
with section 148 of the Code.
12. That the Issuer covenants that the property financed or refinanced with the proceeds
of the Sedes 2004 Bonds will not be sold or otherwise disposed in a transaction resulting in the
receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of
nationally-recognized bond counsel substantially to the effect that such sale or other disposition
will not adversely affect the tax-exempt status of the Sedes 2004 Bonds. For purposes of this
Section, the portion oi' the proper'ty 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 Issuer shall not be obligated to comply with this
covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such
failure to comply will not adversely affect the excludability for federal income tax purposes from
gross income of the interest.
13. (a) Definitions. That as used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB' means the Municipal Securities Rulemaking Board.
"NRMSlR' means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule
from time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized
department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state
information depository within the meaning o[ the Rule from time to time.
(b) Annual Reports. (i) The City shall provide annually to each NRMSlR and any SlD,
within six months after the end of each fiscal year ending in or after 2004, financial information
and operating data with respect to the City of the general type included in the final Official
Statement authorized by Section 2(c) of this Ordinance, being the information described in
Exhibit B hereto. Any financial statements so to be provided shall be (1) prepared in accordance
with the accounting principles described in Exhibit [] hereto, or such other accounting principles
as the City may be required to employ [rom time to time pursuant to state law or regulation, and
(2) audited, if the City commissions an audit of such statements and the audit is completed within
the period dudng which they must be provided. If the audit of such financial statements is not
complete within such pedod, then the City shall provide unaudited financial statements by the
required time, and shall provide audited financial statements for the applicable fiscal year to each
NRMSlR and any SlD, when and if the audit report on such statements becomes available.
(ii) Ii' the City changes its fiscal year, it will notify each NRMSIR and any SID of the change
(and of the date of the new fiscal year end) pdor to the next date by which the City otherwise
would be required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may be set
forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offedng document, if it is available from the MSRB) that
theretofore has been provided to each NRMSIR and any SlD or filed with the SEC.
(c) Mate/~al Event Notices. The City shall notify any SID and either each NRMSIR or the
MSRB, in a timely manner, oi' any of the following events with respect to the Sedes 2004 Bonds,
if such event is matedal within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
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4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Sedes
2004 Bonds;
7. Modifications to dghts of holders of the Series 2004 Bonds;
8. Series 2004 Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property secudng repayment of the Series
2004 Bonds; and
11. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any
failure by the City to provide financial information or operating data in accordance with subsection
(b) of this Section by the time required by such subsection.
(d) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an 'obligated person" with respect to the Sedes 2004 Bonds within the meaning of the
Rule, except that the City in any event will give notice of any deposit made in accordance with this
Ordinance or applicable law that causes any Sedes 2004 Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Sedes 2004 Bonds, and nothing in this Section, express or implied, shall give any
benefit or any legal or equitable dght, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or to update any information
provided in accordance with this Section or otherwise, except as expressly provided herein. The
City does not make any representation or warranty concerning such information or its usefulness
to a decision to invest in or sell Series 2004 Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
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BENEFICIAL OWNER OF ANY SERIES 2004 BOND OR ANY OTHER PERSON, IN CONTRACT
OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED
TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under this Section shall
compdse a breach of or default under the Ordinance for purposes oi' any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
(v) The provisions of this Section may be amended by the City from time to time to adapt
to changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions
of this Section, as so amended, would have permitted an underwriter to purchase or sell Sedes
2004 Bonds in the pdmary offedng of the Sedes 2004 Bonds in compliance with the Rule, taking
into account any amendments or interpretations of the Rule since such offering as well as such
changed circumstances and (2) either (a) the holders of a majodty in aggregate principal amount
(or any greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the outstanding Series 2004 Bonds consent to such amendment or (b) a person
that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interest of the holders and beneficial owners of the Series
2004 Bonds. If the City so amends the provisions of this Section, it shall include with any
amended financial information or operating data next provided in accordance with subsection (b)
of this Section an explanation, in narrative form, of the reason for the amendment and of the
impact of any change in the type of financial information or operating data so provided. The City
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may also amend or repeal the provisions of this continuing disclosure agreement if the SEC
amends or repeals the applicable provision of the Rule or a court oi' final jurisdiction enters
judgment that such provisions of the Rule are invalid, but only if and to the extent that the
provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling
Series 2004 Bonds in the pdmary offering of the Series 2004 Bonds.
14. That interest earnings dedved from the investment of proceeds from the sale of the
Series 2004 Bonds shall be deposited in the Interest and Sinking Fund. It is further provided,
however, that any interest earnings on bond proceeds which are required to be rebated to the
United States of America pursuant to Section 11 hereof in order to prevent the Sedes 2004
Bonds from being arbitrage bonds shall be so rebated and not considered as interest eamings
for the purposes of this Section.
15. That the Sedes 2004 Bonds initially shall be issued and delivered in such manner
that no physical distribution of the Sedes 2004 Bonds will be made to the public, and The
Depository Trust Company ("DTC"), New York, New York, initially will act as depository for the
Sedes 2004 Bonds. DTC has represented that it is a limited purpose trust company incorporated
under the laws of the State of New York, a member of the Federal Reserve System, a 'clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended, and
the City accepts, but in no way vedfies, such representations. The Sedes 2004 Bonds initially
authorized by this Ordinance shall be delivered to and registered in the name of CEDE & CO., the
nominee of DTC. It is expected that DTC will hold the Series 2004 Bonds on behalf of the
Underwriters and their participants. So long as each Sedes 2004 Bond is registered in the name
of CEDE & CO., the Paying AgentJRegistrar shall treat and deal with DTC the same in all respects
as if it were the actual and beneficial owner thereof. It is expected that DTC will maintain a book-
entry system which will identify ownership of the Sedes 2004 Bonds in integral amounts of $5,000,
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with transfers of ownership being effected on the records of DTC and its participants pursuant to
rules and regulations established by them, and that the Series 2004 Bonds initially deposited with
DTC shall be immobilized and not be further exchanged for substitute Sedes 2004 Bonds except
as hereinafter provided. The City is not responsible or liable for any functions of DTC, will not be
responsible for paying any fees or charges with respect to its services, will not be responsible or
liable for maintaining, supervising, or reviewing the records of DTC or its padicipants, or protecting
any interests or dghts of the beneficial owners of the Series 2004 Bonds. It shall be the duty of
the DTC Participants, as defined in the Official Statement herein approved, to make all
arrangements with DTC to establish this book. entry system, the beneficial ownership of the Series
2004 Bonds, and the method of paying the fees and charges of DTC. The City does not
represent, nor does it in any way covenant that the initial book-entry system established with DTC
will be maintained in the future. Notwithstanding the initial establishment of the foregoing book-
entry system with DTC, if for any reason any of the originally delivered Sedes 2004 Bonds is duly
filed with the Paying AgentJRegistrer with proper request for transfer and substitution, as provided
for in this Ordinance, substitute Series 2004 Bonds will be duly delivered as provided in this
Ordinance, and there will be no assurance or representation that any book-entry system will be
maintained for such Sedes 2004 Bonds. In connection wrlh the initial establishment of the
foregoing book.entry system with DTC, the City heretofore has executed a "Blanket Letter of
Representations" prepared by DTC in order to implement the book. entry system described above.
16. (a) Deemed Paid. Any Sedes 2004 Bond and the interest thereon shall be deemed
to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this
Ordinance, except to the extent provided in subsection (e) of this Section, when payment of the
principal of such Sedes 2004 Bond, plus interest thereon to the due date (whether such due date
be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in
accordance with the ten'ns thereof, or (ii) shall have been provided for on or before such due date
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by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance
with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment
(1) lawful money of the United States o[ Amedca sufficient to make such payment or
(2) Defeasance Securities that mature as to principal and interest in such amounts and at such
times as will insure the availability, without reinvestment, of sufficient money to provide for such
payment, and when proper arrangements have been made by the City with the Paying
Agent/Registrar for the payment o[ its services until all Defeased Bonds shall have become due
and payable. At such time as a Sedes 2004 Bond shall be deemed to be a Defeased Bond
hereunder, as aforesaid, such Series 2004 Bond and the interest thereon shall no longer be
secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein
levied and pledged as provided in this Ordinance, and such principal and interest shall be payable
solely from such money or Defeasance Securities. Upon entedng into the Future Escrow
Agreement with respect to any such Sedes 2004 Bonds so defeased, such Sedes 2004 Bonds
shall no longer be outstanding for any purpose except for dght of payment, and all dghts of the
City to take any other action amending the terms of such Sedes 2004 Bonds shall be
extinguished.
(b) Investments. Any moneys so deposited with the Paying Agent/Registrar may at the
wdtten direction of the City be invested in Dei'easance Securities, matudng in the amounts and
times as hereinbefore set forth, and all income from such Defeasance Securities received by the
Paying Agent/Registrar that is not required for the payment of the Sedes 2004 Bonds and interest
thereon, with respect to which such money has been so deposited, shall be turned over to the
City, or deposited as directed in wdting by the City. Any Future Escrow Agreement pursuant to
which the money and/or Defeasance Securities are held for the payment of Defeased Bonds may
contain provisions permitting the investment or reinvestment of such moneys in Defeasance
Securities or the substitution of other Defeasance Securities upon the satisfaction of the
-25-
requirements specified in subsection (a)(i) or (ii) above. All income from such Defeasance
Securities received by the Paying Agent/Registrar which is not required for the payment of the
Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to
the City or deposited as directed in wdting by the City.
(c) Selection of Defeasad Bonds. In the event that the City elects to defease less than all
of the principal amount of Series 2004 Bonds of a maturity, the Paying Agent/Registrar shall
select, or cause to be selected, such amount of Series 2004 Bonds by such random method as
it deems fair and appropriate.
(d) Defeasance Obligations. The term "Defeasance Securities" means (i) direct, noncallable
obligations of the United States of America, including obligations that are unconditionally
guaranteed by the United States of America, (ii) noncallable obligations of an agency or
instrumentality of the United States of America, including obligations that are unconditionally
guaranteed or insured by the agency or instrumentality and that, on the date of the purchase
thereof are rated as to investment quality by a nationally recognized investment rating firm not less
than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and that, on the date
the governing body of the City adopts or approves the proceedings authorizing the financial
arrangements are rated as to investment quality by a nationally recognized investment rating firm
not less than AAA or its equivalent.
(e) Continuing Duty of PayingAgent/Registrar. Until all Series 2004 Bonds defeased under
this Section of this Ordinance shall become due and payable, the Paying Agent/Registrar for such
Sedes 2004 Bonds shall perform the services of Paying Agent/Registrar for such Sedes 2004
Bonds the same as if they had not been defeased, and the City shall make proper arrangements
to provide and pay for such services.
17. That the City hereby finds that the issuance of the Bonds for the purpose of refunding
-26-
the Refunded Obligations to realize a net present value savings is a public purpose. As a
condition to the issuance of the Bonds, the refunding of the aggregate principal amount of the
Refunded Obligations must produce a net present value savings of at least 2.25%. The City
Manager may elect not to refund all of the obligations listed in Schedule I, but in no event shall the
Bonds be issued ii' the refunding of the aggregate principal amount of the obligations selected for
refunding does not result in realizing the minimum savings threshold established in this Section.
The obligations listed in Schedule I that are refunded with proceeds of the Bonds shall be
specifically identified in the Purchase Contract. The Director of Financial Services shall execute
and deliver to the City Council a certificate stating that the savings threshold herein established
has been satisfied. This certificate shall specifically state both the net present value savings and
the gross savings realized by the City as a result of refunding the Refunded Obligations.
18. That concurrently with the delivery of the Sedes 2004 Bonds the City shall cause to
be deposited with the Escrow Agent (as named in the Escrow Agreement), from the proceeds
from the sale of the Sedes 2004 Bonds and other available moneys of the City, all as described
in the letter of instructions referred to in Section 20 hereof, an amount sufficient to provide for the
refunding of the Refunded Obligations in accordance with Chapter 1207, Texas Government
Code. The City Manager and City Secretary are hereby authorized, for and on behalf of the City,
to execute the Escrow Agreement to accomplish such purposes, in substantially the form and
substance attached to this Ordinance.
19. That the City hereby determines that, subject to the delivery of the Sedes 2004
Bonds, the Refunded Obligations as identified in the Purchase Contract shall be called for
redemption on the respective redemption dates set forth in Schedule I, at the applicable
redemption price to the date fixed for redemption as provided in Schedule I, all in accordance with
the applicable provisions of the ordinances authorizing their issuance. The City Manager or the
designee thereof shall take such actions as are necessary to cause the required notice of
-27-
redemption to be given in accordance with the terms of the respective ordinances [or the
Refunded Obligations called for redemption.
20. That the proceeds from the sale of the Sedes 2004 Bonds shall be used in the
manner described in a letter of instructions executed by or on behalf of the City. The foregoing
notwithstanding, proceeds representing accrued interest shall be deposited to the credit of the
Interest and Sinking Fund and proceeds presenting premium, if any, on the Sedes 2004 Bonds
not used in connection with the refunding of the Refunded Obligations shall be used in a manner
consistent with the provisions of Section 1201.029, Texas Government Code.
21. That the City Manager is authorized, in connection with effecting the sale of the Sedes
2004 Bonds, to obtain from a municipal bond insurance company so designated in the Purchase
Contract (the "Insurer") a municipal bond insurance policy in support of the Sedes 2004 Bonds.
To that end, should the City Manager exercise such authority and commit the City to obtain a
municipal bond insurance policy, for so long as such policy is in effect, the requirements of the
Insurer relating to the issuance of said policy shall be incorporated by reference into this
Ordinance and made a part hereo[ for all purposes, notwithstanding any other provision of this
Ordinance to the contrary. The City Manager shall have the authority to execute any documents
to effect the issuance of said policy by the Insurer.
22. That the findings set forth in the preamble to this Ordinance are hereby incorporated
into the body of this Ordinance and made a part hereof for all purposes. All ordinances and
resolutions or parts thereof in conflict herewith are hereby repealed. For all purposes of this
Ordinance, unless the context requires otherwise, all references to designated Sections and other
subdivisions are to the Sections and other subdivisions of this Ordinance. The words "herein",
"hereof' and "hereunder" and other words of similar import refer to this Ordinance as a whole and
not to any particular Section or other subdivision. Except where the context otherwise requires,
terms defined in this Ordinance to impart the singular 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 described herein. Any reference to "FORM OF BOND" shall refer to
the form of the Sedes 2004 Bonds set forth in Exhibit A to this Ordinance. The titles and headings
oi' the Sections and subsections of this Ordinance have been inserted for convenience of
reference only and are not to be considered a part hereof and shall not in any way modify or
restdct any of the terms or provisions hereof.
23. That it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose
of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended.
In accordance with the provisions of V.T.C.A., Government Code, Section 1201.028, this
Ordinance shall be effective immediately upon its adoption by the City Council.
ADOPTED this June 8, 2004.
A']-I'EST:
City Secretary,
City of Corpus Chdsti, Texas
APPROVED THIS 8TH DAY OF JUNE, 2004:
MARY KAY FISCHER, CITY A'I-I'ORNEY
(SEAL)
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Corpus Christi, Texas
TO THE MEMBERS OF THE CITY COUNCIL
Corpus Chdsti, Texas
For the reasons set forth in the emergency clause of the foregoing ordinance an
emergency exists requiring suspension of the Charter rule as to consideration and
voting upon ordinances at two regular meetings: I/we, therefore, request that you
suspend said Charter rule and pass this ordinance finally on the date it is introduced, or
at the present meeting of the City Council_
Respectfully,
Respectfully,
Council Members
The above ordinance was passed by the following vote:
Samuel L. Neal, Jr.
Brent Chesney
Melody Cooper
Javier D. Colmenero
Henry Garrett
Bill Kelly
Rex A. Kinnison
Jesse Noyola
Mark Scott
SCHEDULE I
(1) General Improvement Refunding Bonds, Sedes 1995:
Interest Par
Matudty Date Rate (%) Amount(S)
03/01/2005 4.900 1,305,000
03/01/2006 5.000 7,260,000
03/01/2007 5.100 8,,860,000
03/01/2008 5.200 5,350,000
03/01/2009 5.300 1,375,000
03/01/2010 5.400 1,440,000
03/01/2011 5.400 1,530,000
03/01/2012 5.500 45,000
Call Date
n/a
03/01/2005
03/01/2005
03/01/2005
03/01/2005
03/01/2005
03/01/2005
03/01/2005
Call Pdce
~a
100.00
100.00
100.00
100.00
100.00
100.00
100.00
(2) General Improvement Refunding Bonds, Series 1995-A:
Interest Par
Matudty Date Rate (%) Amount(S)
03/01/2005 4.900 90,000
03/01/2007 5.100 10,000
03/01/2008 5.200 105,000
03/01/2009 5.300 115,000
03/01/2010 5.400 115,000
03/01/2011 5.400 125,000
03/01/2012 5.500 120,000
Call Date
n/a
03/01/2005
03/01/2005
03/01/2005
03/01/2005
03/01/2005
03/01/2005
Call Pdce
n/a
100.00
100.00
100.00
100.00
100.00
100.00
-31-
NO.
MATURITY DATE
EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF NUECES AND SAN PATRICIO
CITY OF CORPUS CHRISTI, TEXAS
GENERAL iMPROVEMENT REFUNDING BOND
SERIES 2004
INTEREST RATE ORIGINAL ISSUE DATE
CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF CORPUS CHRISTI,
TEXAS (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay
to , or to the registered assignee hereof (either being herein-
after called the "registered owner'') the principal amount of:
DOLLARS
and to pay interest thereon, from the Original Issue Date specified above, to the maturity date
specified above, or the date of its redemption pdor to scheduled maturity, at the rate of interest
per annum specified above, with said interest being payable on 1, 200_, and semi-
annually on each 1 and 1 thereafter; except that if the Paying
Agent/Registrar's Authentication Certificate appearing on the face of this Bond is dated later than
1,200_, such interest is payable semiannually on each 1 and 1
following such date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at matudty
or redemption pdor to matudty at the designated corporate trust office in Jacksonville, Florida (the
"Designated Payment Office"), of The Bank of New York Trust Company, N.A., which is the
"Paying Agent/Registrar`' for this Bond. The payment of interest on this Bond shall be made by
the Paying Agent/Registrar to the registered owner hereof as shown by the Registration Books
kept by the Paying Agent/Registrar at the close of business on the 15th day of the month next
preceding such interest payment date by check, dated as of such interest payment date, drawn
by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required to be on
deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check
shall be sent by the Paying AgentJRegistrar by United States mail, first-class postage prepaid, on
each such interest payment date, to the registered owner hereof at its address as it appears on
the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued
interest due at matudty or upon redemption of this Bond prior to maturity as provided herein shall
be paid to the registered owner upon presentation and surrender of this Bond for redemption and
payment at the Designated Payment Office of the Paying Agent/Registrar. The Issuer covenants
with the registered owner of this Bond that no later than each principal payment and/or interest
payment date for this Bond it will make available to the Paying Agent/Registrar from the Interest
and Sinking Fund as defined by the ordinance authorizing the Bonds (the "Ordinance") the
amounts required to provide for the payment, in immediately available funds, of all principal of and
interest on the Bonds, when due.
IN THE EVENT OF A NON-PAYMENT of interest on a scheduled payment date, and for
30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the Issuer. Notice of the Special Record Date and of the scheduled
payment date of the past due interest ("Special Payment Date", which shall be 15 days after the
Special Record Date) shall be sent at least five business days prior to the Special Record Date
by United States mail, first class postage prepaid, to the address of each registered owner of a
Bond appearing on the registration books of the Paying Agent/Registrar at the close of business
on the last business day next preceding the date of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
Designated Payment Office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized
to dose; and payment on such date shall have the same force and effect as if made on the
original date payment was due. Notwithstanding the foregoing, dudng any pedod in which
ownership of the Bonds is determined only by a book entry at a securities depository for the
Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be
made in accordance with existing arrangements between the Issuer and the securities depository.
THIS BOND is one of a Sedes of Bonds of like tenor and effect except as to number,
principal amount, interest rate, matudty and option of redemption, authorized in accordance with
the Constitution and laws of the State of Texas in the principal amount of $ , for the
purpose of refunding those obligations of the City designated in the Ordinance as the "Refunded
Obligations" and to pay costs of issuance related thereto.
ON MARCH 1,20__, or on any date thereai~ter, the Bonds of this Sedes matudng on March
1,20__ and thereafter may be redeemed prior to their scheduled maturities, at the option of the
Issuer, in whole, or in part, at par and accrued interest to the date fixed for redemption. The years
of maturity of the Bonds called for redemption at the option of the City pdor to stated matudty shall
be selected by the City. The Bonds or portions thereof redeemed within a maturity shall be
selected by lot or other method by the Paying Agent/Registrar; provided, that dudng any pedod
in which ownership of the Bonds is determined only by a book entry at a securities depository for
the Bonds, if fewer than all of the Bonds of the same maturity and beadng the same interest rate
are to be redeemed, the particular Bonds of such matudty and bearing such interest rate shall be
selected in accordance with the arrangements between the Issuer and the securities depository.
THE BONDS are also subject to mandatory redemption in part by lot pursuant to the terms
of the Ordinance, on March 1, __ with respect to Bonds matunng March 1, 20__, in the
following years and in the following amounts, at a pdce equal to the principal amount thereof and
accrued and unpaid interest to the date of redemption, without premium:
Year
Principal Amount
* Final Matudty
To the extent, however, that Bonds subject to sinking fund redemption have been previously
purchased or called for redemption in part and otherwise than from a sinking fund redemption
payment, each annual sinking fund payment for such Bond shall be reduced by the amount
obtained by multiplying the principal amount of Bonds so purchased or redeemed by the ratio
which each remaining annual sinking fund redemption payment for such Bonds bears to the total
remaining sinking fund payments, and by rounding each such payment to the nearest $5,000
integral; provided, that dudng any pedod in which ownership of the Bonds is determined only by
a book entry at a securities depository for the Bonds, the particular Bonds to be called for
mandatory redemption shall be selected in accordance with the arrangements between the City
and the securities depository.
AT LEAST 30 days pdor to the date fixed for any such redemption (a) a wdtten notice of
such redemption shall be given to the registered owner of each Bond or a portion thereof being
called for redemption by depositing such notice in the United States mail, first class postage
prepaid, addressed to each such registered owner at his address shown on the Registration
Books of the Paying AgentJRegistrar and (b) notice of such redemption either shall be published
one (1) time in or posted electronically on the website of a financial joumal or publication of
general circulation in the United States of Amedca or the State of Texas carrying as a regular
feature notices of municipal bonds called for redemption; provided, however, that the failure to
send, mail, or receive such notice described in (a) above, or any defect therein or in the sending
or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the
redemption of any Bond, and the Ordinance provides that the provision of notice as described in
(b) above shall be the only notice actually required in connection with or as a prerequisite to the
redemption of any Bond. By the date fixed for any such redemption due provision shall be made
by the Issuer with the Paying Agent/Registrar for the payment of the required redemption price for
this Bond or the portion hereof which is to be so redeemed, plus accrued interest thereon to the
date fixed for redemption. If such notice of redemption is given, and if due provision for such
payment is made, all as provided above, this Bond, or the portion hereof which is to be so
redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and shall not
bear interest after the date fixed for its redemption, and shall not be regarded as being
outstanding except for the right of the registered owner to receive the redemption pdce plus
accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds
provided for such payment. The Paying AgentJRegistrar shall record in the Registration Books
all such redemptions of principal of this Bond or any podion hereof. If a portion of any Bond shall
be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the
same rate, in any denomination or denominations in any integral multiple of $5,000, at the wdtten
request of the registered owner, and in aggregate principal amount equal to the unredeemed
portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation,
at the expense of the Issuer, all as provided in the Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the registered
owner or the assignee or assignees hereof, be assigned, trans[erred, and exchanged for a like
aggregate principal amount of fully registered bonds, without interest coupons, payable to the
appropriate registered owner, assignee, or assignees, as the case may be, having the same
matudty date, and beadng interest at the same rate, in any denomination or denominations in any
integral multiple of $5,000 as requested in wdting by the appropriate registered owner, assignee,
or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar at
its Designated Trust Office for cancellation, all in accordance with the form and procedures set
forth in the Ordinance. Among other requirements [or such assignment and transfer, this Bond
must be presented and surrendered to the Paying AgentJRegistrar, together with proper
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any
integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any
such portion or portions hereof is or are to be transferred and registered. The form of Assignment
printed or endorsed on this Bond may be executed by the registered owner to evidence the
assignment hereof, but such method is not exclusive, and other instruments of assignment
satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond
or any portion or portions hereof from time to time by the registered owner. The one requesting
such exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and
charges for exchanging any Bond or portion thereof. The foregoing notwithstanding, in the case
of the exchange of a portion of a Bond which has been redeemed pdor to maturity, as provided
herein, and in the case of the exchange of an assigned and transferred Bond or Bonds or any
portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by
the Issuer. In any circumstance, any taxes or governmental charges required to be paid with
respect thereto shall be paid by the one requesting such assignment, transfer, or exchange as a
condition precedent to the exercise of such privilege. In any circumstance, neither the Issuer nor
the Paying AgentJRegistrar shall be required (1) to make any transfer or exchange dudng a pedod
beginning at the opening of business 30 days before the day of the first mailing of a notice of
redemption of bonds and ending at the close of business on the day of such mailing, or (2) to
transfer or exchange any Bonds so selected for redemption when such redemption is scheduled
to occur within 30 calendar days.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to produce
the same effect.
IN THE EVENT any Paying AgentJRegistrar for the Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such,/he Issuer has covenanted in the Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause
wdtten notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the sedes
of which it is a part, is duly authorized by law; that all acts, conditions and things required to be
done precedent to and in the issuance of this sedes of bonds, and of this Bond, have been
propedy done and performed and have happened in regular and due time, form and manner as
required by law; that sufficient and proper provision for the levy and collection of taxes has been
made, which, when collected, shall be appropriated exclusively to the payment of this Bond and
the sedes of which it is a part; and that the total indebtedness oi: said City, including the entire
sedes of bonds of which this is one, does not exceed any constitutional, statutory or charter
limitation.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in
the official minutes and records of the governing body of the Issuer, and agrees that the terms and
provisions of this Bond and the Ordinance constitute a contract between each registered owner
hereof and the Issuer.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the Mayor of said City, and attested with the manual or facsimile signature of the City
Secretary, and the official seal of the Issuer has been duly affixed to, or impressed, or placed in
facsimile, on this Bond.
A'I-rEST:
City Secretary
X)LXXX.XXXXXXX
Mayor
(SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the
proceedings adopted by the Issuer as described in the text of this Bond; and that this Bond has
been issued in conversion o[ and exchange for or replacement of a bond, bonds, or a portion of
a bond or bonds of an issue which originally was approved by the Attorney General of the State
of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated:
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
Paying AgentJRegistrar
By
Authorized Representative
FOR VALUE
FORM OF ASSIGNMENT:
ASSIGNMENT
RECEIVED, the undersigned hereby sells,
assigns
and transfers unto
Please insert Social Secudiy or Taxpayer
Identification Number of Transferee
/ /
(Please pdnt or [ypewrite name and address, including
zip code of Transferee)
the within Bond and all dghts thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the
books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration or
enlargement or any change whatsoever.
FORM OF COMPTROLLER'S CERTIFICATE (A'I-I'ACHED TO
THE BONDS UPON INITIAL DELIVERY THEREOF)
OFFICE OF COMPTROLLER :
STATE OF TEXAS :
REGISTER NO.
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required
by law, and that he finds thai[ it has been issued in conformity with the Cons[itu[ion and laws of
the State of Texas, and that il is a valid and binding obligation of the City of Corpus Christi, Texas,
payable in the manner provided by and in the ordinance authorizing same, and said Bond has this
day been registered by me.
WITNESS MY HAND and seal of office at Austin, Texas
Comptroller of Public Accounts
of the State of Texas
(SEAL)
The pdnter of the Sedes 2004 Bonds is hereby authorized to pdnt on the Series 2004 Bonds (i)
the form of bond counsel's opinion relating to the Series 2004 Bonds, and (ii) an appropriate
statement of insurance furnished by a municipal bond insurance company providing municipal
bond insurance, if any, covedng all or any part of the Series 2004 Bonds.
Exhibit B
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 14 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under
the headings of the Official Statement referred to) below:
The information of the general type included in Appendix A under the headings "DEBT
PAYABLE FROM TAXES", "GENERAL REVENUES" and "AD VALOREM TAXES".
Appendix C to the Official Statement, "E~:cerpts fi.om the Annual Financial Report of the
City of Corpus Christi, Texas for the Fiscal Year Ended July 31, 2003".
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 I above.
THE STATE OF TEXAS
COUNTIES OF NUECES AND SAN PATRICIO
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 compared the attached and foregoing excerpt from the minutes of the
regular, open, public meeting of the City Council of the City of Corpus Christi, Texas held on June
8, 2004, and of Ordinance No. 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 have set my hand and have hereunto affixed the seal of said City
of Corpus Christi, this 8th day of June, 2004.
(SEAL)
City Secretary of the
City of Corpus Chdsti, Texas
PAYING AGENT/REGISTRAR AGREEMENT
THiS PAYING AGENT/REGISTRAR AGREEMENT (the "Agreement"), dated as of the day
of ,2004, is by and between the City of Corpus Christi, Texas (the "City") and The Bank of New York
Trust Company, N.A., a banking association organized and existing under the laws of the United States of
America (together with any successor, the "Bank");
WITNESSETH:
WHEREAS, the City is authorized to issue the series of bonds described in Exhibit A hereto (the
"Bonds") in accordance with the ordinance adopted by the City on June 8, 2004, and incorporated herein for
all purposes (the "Bond Ordinance") and the terms of the hereinafter defined Purchase Agreement;
WHEREAS, the City desires that thc Bonds be issued in fully regrstered form with privileges of
transfer and exchange as herein provided, and as authorized in the Bond Ordinance;
WHEREAS, the City has authorized the issuance of the Bonds subject to the terms of the Bond
Ordinance and, to provide for regis tration, payment, transfer, exchange, and replacement of the Bonds, the City
has authorized the execution and delivery of this Agreement;
NOW, THEREFORE, for and in consideration of the prermses and the mutual covenants herein
contained, and subject to the conditions herein set forth, the City and the Bank agree as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.01. Definitions.
The tutms defined in this Article shall have the meaning set out below unless the context requires a
different meaning:
"Agreement" means this agreerneni~ as originally executed or as it may fi-om time to time be
supplemented, modified, or amended.
"Bank" means the entity named as the "Bank" in the f'n-st paragraph of this Agreement or a successor
Bank selected in accordance with the applicable provisions of fids Agreement.
"Bond Ordinance" means the ordinance authorizing the issuance of the Bonds, adopted by the City on
June 8, 2004, and incorporated herein for all purposes.
"Bond Reg/ster" has the meaning stated m Section 5.01.
"Bonds" means the bonds issued by the City that are to be governed by this Agreement, as described
in Exhibit A attached hereto.
"City" means the City of Corpus Christi, Texas, and any successor to its duties and functions.
"City Request" means a request signed in the name of the City by the City Manager, any Assis tam City
Manager, or the Director of Financial Services, which the Bank shall assume to be a duly authorized act of the
City.
"Designated Payment/Transfer Office" means the corporate trust office of the Paying AgentfRegis~'ar
designated as the place of payment, transfer and exchange of the Bonds, initially, the corporate rarest office of
the Paying AgenffRegistrar in Jacksonville, Florida.
"Holder" when used with respect to any Bond, means the Person in whose name such Bond ~s regtstered
in the Bond Register.
"Interest Payment Date" means the Stated Maturity of an installment of inlerest on any Bonds.
"Maturity" when used with respect to any Bond means the date on which the principal of such Bond
becomes due and payable as therein provided, whether at the Stated Maturity or by call for redcattt, tion or
othei~vise.
"Person" means any entity, individual, corporation, parmership, joint venture, association, joint-stock
company, trust, unincorporated organization, or government or any governmental agency or political
subdivision.
"Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a portion
of the same debt as that evidenced by such particular Bond, and, for purposes of this definition, any Bond
authenticated and delivered under Section 5.02 in lieu ora mutilated, lost, destroyed or stolen Bond shall be
deemed to evidence the same debt ms the mutilated, lost, destroyed or stolen Bond.
"Purchase Agreement" means the bond purchase agreement between the City and the underwriters
named therein, dated ,2004, relating to the sale of the Bonds.
"Record Date" for the interest payable on an Interest Payment Date means the 15th day (whether or
not a business day) of the calendar month next preceding such Interest Payment Date.
"Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such
redemption pursuant to the terms thereof, the Bond Ordinance and this Agreement.
"Redemption Price" when used with respect to any Bond to be redeemed means the puce at which it
is to be redeemed pursuant to tc~ n~s thereof and the Purchase Agreement, excluding installments of interest
whose Stated Maturity is on or before the Redemption Date
"Stated Maturity" when used with respect to any Bond or any instalhnent of interest thereon means the
date specified in such Bond as the fixed date on which the principal of such Bond or such installment of interest
is due and payable.
SECTION 1.02, Written Communication.
Any request, demand, authorization, dh-ection, notice, consent, waiver, or other written communication
provided or permitted by this Agreement to be made upon, given or furnished to, or filed with:
-2-
A. the City, shall be sufficient for every purpose hereunder if in writing and mailed, first-class,
postage prepaid, to the City addressed to it at 1201 Leopard, Corpus Christi, Texas 78401 or at any other
address previously furnished to the Bank in writing by the City, and
B. the Bank, shall be sufficient for every purpose hereunder if in writing and mailed, first-class,
postage prepaid (and properly referred to this Agreement or the Bonds), to the Bank addressed to it at
Towermarc Plaza, 2nd Floor, 10161 Centurion Parkway, Jacksonville, Florida, 32256, or at any other address
previously furmshed to the City in writing by the Bank.
SECTION 1.03. Notice to Holders; Waiver.
Where this Agreement provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise expressly provided herein) if in writing and mailed, first-class, postage prepaid, to each
Holder, at the address of such Holder as it appears in the Bond Register.
In any case where notice to Holders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect
to all other Holders. Where this Agreement provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or alter the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with the Bank, but such filing shall
not be a condition precedent to the vahdity of any action taken in reliance upon such waiver.
SECTION 1.04. Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the construction
hereof.
SECTION 1.05. Successors and Assigns.
All covenants and agreements in this Agreement by the City or the Bank shall bind its successors and
assigns.
SECTION 1.06. Severability Clause.
In case any provision of this Agreement, the Bond Ordinance, or the Bonds or any application thereof
shall be invahd, illegal or unenforceable, the validity, legality and enforceabihty of the remaining provisions
and applications of this Agreement shall not in any way be affected or impaired thereby.
SECTION 1.07. Amendment.
This Agreement may be amended only by an agreement in writing by both of the parties hereto.
SECTION 1.08. Benefits of A~ecment.
Nothing m this Agreement or in the Bonds, expressed or implied, shall give to any Person other than
the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim
under this Agreement.
-3-
SECTION 1.09. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the State of Texas.
ARTICLE TWO
THE BONDS
SECTION 2.01. Forms Generally.
The Bonds, Registration Certificate of the Comptroller of Public Accounts of the State of Texas (the
"Reg/stration Certificate"), the Paying AgenffReg/strar's Authentication Certificate (the "Authentication
Certificate"), and the Assignment to be printed on each of the Bonds, shall be substantially in the forms set
forth m the Bond Ordinance with such appropriate insertions, omissions, substitutions, and other variations
as are permitted or required by the Bond Ordinance and this Agreement and may have such letters, numbers,
or other marks of identification and the Bonds may have such legends and endorsements thereon (including any
reproduction of an opinion of counsel) as may, consistently herewith, be established by the Bond Ordinance
or determined by the officers executing such Bonds as evidenced by their execution of such Bonds.
SECTION 2.02. Execution, Registration, Dehverv, and Dating.
The Bonds shall be executed on behalf of the City as provided in the Bond Ordinance.
No Bond shall be entitled to any right or benefit under this Agreement or the Bond Ordinance, or be
valid or obligatory for any purpose, unless there appears on such Bond either the Reg/stratian Certificate,
executed by the Comptroller of Public Accounts of the State of Texas or the duly authorized agent thereof, by
manual signature, or the Authentication Certificate, executed by the Bank, by manual signature, and either such
certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly
certified or registered or delivered.
SECTION 2.03. Cancellation.
All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to
the Bank, shall he promptly cancelled by it and, if surrendered to the City, shall be delivered to the Bank and,
if not already cancelled, shall be promptly cancelled by the Bank. The City may at any time deliver to the Bank
for cancellation any Bonds previously certified or registered and delivered which the City may have acquired
in any manner whatsoever and all Bonds so delivered shall be promptly cancelled by the Bank. No Bond shall
be registered in lien of or in exchange for any Bond cancelled as provided by tins Agreement. All cancelled
Bonds held by the Bank shall be disposed of as directed by City Request.
SECTION 2.04. Persons Deemed Owners.
The City, the Bank, and any agent of the City or the Bank may treat the Person in whose name any
Bond is registered as the owner of such Bond for the purpose of receiving payment of the principal (and
Redemption Price, ii-applicable) of and interest on such Bond and for all other purposes whatsoever whether
or not such Bond be overdue, and, to the extent permitted by law, none of the City, the Bank, and any such
agent shall be affected by notice to the contrary.
ARTICLE THREE
PAYMENT OF BONDS
SECTION 3.01. Payrnent of Interest.
Interest on any Bond which is payable on any interest Payment Date shall be paid to the Holder of such
Bond as de~ermmed at the close of business on the Record Date.
Such interest shah be paid by the Bank by check mailed to the Holder at the address of such Holder
as it appears on the Bond Register, or by such other customary banking arrangements to which the Holder and
the Bank may agree, but solely from funds collected from the City for such purpose.
Each Bond delivered under this Agreement upon transfer or in exchange for or in lien of any other
Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other
Bond and each such Bond shall bear interest fi.om such date so that neither ga in nor loss in interest shah result
fi.om such transfer, exchange or substitution_
SECTION 3.02. Payment of Principal and Redemption Price.
Principal (and the Redemption Price, if applicable) of each Bond shall be paid by the Bank to the
Holder at the Maturity thereof, but solely from funds collected fi.om the City for such purpose, upon
presentation and surrender of such Bond to the Bank for cancellation. All Bonds presented and surrendered
for payment shall be delivered to the Designated Payment/Transfer Office.
SECTION 3.03. City to Deposit Funds.
The City will duly and punctually deposit with the Bank, at the Designated Payment/Transfer Office,
on or before each Stated Maturity of interest on Bonds and each Maturity of Bonds, money sufficient to pay
the principal (and Redemption Price, if applicable) of and interest on the Bonds when due.
ARTICLE FOUR
REDEMPTION OF BONDS
SECT1ON 4.01. General Applicability of Article.
If the Bonds are to be redeen'md before their Stated Maturity, they shah be redeemed in accordance
with their terms and the Bond Ordinance.
SECTION 4.02. Election to Redeem; Notice to Bank.
The exercise by the City of its option to redeem any Bonds shall be evidenced by City action consistent
with the provisions of the Bond Ordinance. in case of any redemption at the election of the City of less than
all of the outstanding Bonds, the City shall, at least 45 days prior to the Redemption Date (unless a shorter
notice shall be satisfactory to the Bank), notify the Bank of such Redemption Date and of the principal amount
of Bonds of each Stated Maturity to be redeemed, and the Redm~tion Price to be paid to the Holders.
-5-
SECTION 4.03. Notice of Redemption.
Notice of redemption shall be given by the Bank in the name and at the expense of the City, prior to
the Redc~t~,tion Date, to each Person entitled to receive notice of such redemption at the times and in the
maoner required by the Bond Ordinance.
All notices of redemption shall contain a description of the Bonds to be redeemed including the
complete name of the Bonds, the Series, the date of issue, the interest rate, the Maturity, the CUSIP number,
if any, the amounts called of each Bond, the publication and mailing date for the notice, the date of redemption,
the redemption price, the name of the Bank and the address at winch the Bond may be redeemed including a
contact person and telephone number.
ARTICLE FIVE
REGISTRATION, TRANSFER, EXCHANGE, AND
REPLACEMENT OF BONDS
SECTION 5.01. Re~/stration, Transfer, and Exchanl~e.
The Bank shall keep at the Designated Paymeoffrransfer Office a register (herein referred to as the
"Bond Register") in which, subject to such reasonable regulations as the City or the Bank may prescribe, the
Bank shall provide for the registration of the Bonds and registration of transfers of the Bonds as herein
provided.
Upon surrender for transfer or exchange of any Bond at the Designated Payment/Transfer Office of
the Bank, the Bank shah register ancl deliver, in the name of the designated transferee or transferees, one or
more new fully regis tered Bonds of the same maturity, of any authorized denominations, and ora like aggregate
principal amount in accordance with the terms of the Bond Ordinance.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed (if so required
by the Bank) or be accompanied by a written instrument of transfer in form satisfactory to the Bank duly
executed by the Holder or the attorney thereof duly authorized in writing.
Neither the City nor the Bank shall be required (i) to issue, transfer, or exchange any Bond subject to
redemption during a period be~nning at the opemng of business thirty (30) days before the day of the tn:st
mailing of a notice ofredcn~tion of Bonds and ending at the close of business on the day of such mailing, or
(ii) to transfer or exchange any Bond after it is so selected for red~u~tion, in whole or in part, prior to the
redemption date; except that at the option of the Holder of at least $1,000,000 in principal amount of a series
of Bonds, the Bank is required to transfer or exchange any such Bond which has been selected in whole or in
part for redemption upon the surrender thereof.
La the event that the use of book-entry la'ansfers for the Bonds is discontinued, the City shall provide
an adequate inventory of Bond certificates to faciIitate transfers and exchanges. The Bank covenants that it
will maintain Bond certificates in safekeeping and will use reasonable care in maintaining such condition in
safekeeping, which shall be not less than the care it maintains for debt securities of other governments or
corporations for which it serves as registrar, or winch it maintains for its own securities.
The Bank as Registrar will maintain the records of the Bond Reg/ster in accordance with the Bank's
general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain the
Bond Register in any form other than those which the Bank has currently available and currently utitizes at the
time.
The Bond Register may be maintained in written form or in any other form capable of being converted
into written form witkin a reasonable time.
SECTION 5.02. Mutilated, Destroyed, Lost, and Stolen Bonds.
If (i) any mutilated Bond is surrendered to the Bank, or the City and the Bank receive evidence to their
satisfaction of the destruction, loss or thet't of any Bond, and (ii) there is delivered to the City and the Bank
such security or indemnity as may be required by them to save each of them harmless, then, the City shall
execute and upon its request the Bank shah register and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Bond (but only upon surrender of such Bond if such Bond is mutilated), a
new Bond of the same series and maturity and of like tenor and principal amount, bearing a number not
contemporaneously outstanding, in accordance with the Bond Ordinance.
In case any such mutilated, desn'oyed, lost or stolen Bond shah have matured and no default has
occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest
on the Bonds, the City in its discretion may by City Request have the Bank pay such Bond instead of issuing
a new Bond, provided security or indernmty is furnished to the City and the Bank as may be required by them
to save each of them harmless from any loss or damage with respect thereto, all in accordance with the Bond
Ordinance.
SECTION 5.03 List of Holders.
The Bank will provide the City at any time requested by the City, upon payment of the agreed upon
fece, a copy of the information contained in the Bond Register. The City may also inspect the information in
the Bond Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to<late listing or to convert the information into written forx~
The Bank will not release or disclose the content of the Bond Register to any Person other than
pursuant to a City Request or other than to an authorized officer or employee of the City, except upon receipt
of a subpoena or court order or as otherwise requh'ed by law. Upon receipt of a subpoena or court order the
Bank will notify the City so that the City may contest the subpoena or court order.
SECTION 5.04. Surety Bond.
The City hereby accepts the Bank's current blanket bond for lost, stolen or destroyed Bonds (and any
future substitute blanket bond for lost, stolen or destroyed Bonds that the Bank may arrange with sufficient
coverage to protect the City in the opinion of the Bank) and agrees that the coverage under any such blanket
bond is acceptable to it and meets the City's requirements as to security or indermuty. The Bank need not notify
the City of any changes in the security or other company giving such bond or the terms of any such bond_ The
blanket bond then utilized for the purpose of lost, stolen, or destroyed certificates by the Bank is available for
inspection by the City on request.
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SECTION 5.05. Transaction Information to City.
The Bank will, within a reasonable time after receipt of written request from the City, furnish the City
information as to the Bonds it has paid, Bonds it has delivered upon the transfer or exchange of any Bond, and
Bonds it has delivered in exchange for or in lieu of mutilated, destroyed, lost or stolen Bonds.
ARTICLE SIX
RIGHTS AND OBLIGATIONS OF BANK
SECTION 6.01. CermmDuties and Responsibil/ties.
A. The Bank:
1. shall perform the duties imposed on the Bank under the Bond Ordinance.
2. shall exercise reasonable care in the performance of its duties as are specifically set
forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the
Bank; and
3. in the absence of bad faith on its part, may conclusively rely, as to the t~uth of the
statements and the correemess of the opinions expressed therein, upon certificates or opmions furnished to the
Bank and conforming to the requirements of this Agreement, but in the case of any opinions which by any
provision hereof are specifically required to be furnished to the Bank, shall be under a duty to examine the same
to determine whether or not they conform to the requkements of this Agreement.
B. No provision of this Agreement shall be cons trued to relieve the Bank from liability for its own
negligent action, its own negligent failure to act, or its own willful misconduct except that:
this Subsection shall not he construed to limit the effect of Subsection A of this
Section; and
2. the Bank shall not he liable for any error of judgment made in good faith by any
officer thereof, unless it shall be proved that the Bank was negligent in ascerl3ining the pertinent facts.
C. Whether or not therein expressly so provided, every provision of this Agreement relating to
the conduct or affecting the liabihty of or affording protection to the Bank shall be subject to the provisions
of this Section.
D. By execu ting this Agreement, the Bank hereby represents that it has received a certified copy
of the Bond Ordinance.
SECTION 6.02. Certain Rights of Bank.
Except as otherwise provided in Section 6.01 hereof-
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A. the Bank may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
coupon or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties;
B. the Bank may consult w/th legal counsel and the written advice of such counsel or any opinion
of counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or
omitted by the Bank hereunder in good faith and in reliance thereon;
C. the Bank shall not be bound to make any investigation into the facts of matters stated m any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
coupon or other paper or document, but the Bank, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Bank shall determine to make such further
inquir~ or investigation, it shall be entitled to examine the books, records, and premises of the City, personally
or by agent or attorney; and
D. the Bank may execute any of the trusts or powers hereunder or perform any of the duties
hereunder either directly or by or through agents or attorneys, and the Bank shall not be responsible for any
misconduct or neghgence on the part of any agent or attorney appointed hereunder with due care by it.
SECTION 6.03. Not Responsible for Recitals.
The recitals contained in the Bonds, except the Authentication Certificate signed by the Bank on the
Bonds, shall be taken as the statements of the City, and the Bank assumes no responsibility for their
SECTION 6.04. Mag Hold Bonds.
The Bank, in its individual or any other capacity, may become the owner or pledgee of Bonds and
otherwise deal with the City with the same fights it would have if it were not s~rving as paying agent, transfer
agent, bond regfistrar, authenticating agent, or in any other capacity hereunder.
SECTION 6.05. Money Deposited with Bank.
Money deposited by the City with the Bank for payment of principal (or Redemption Price, if
applicable) of or interest on any Bonds shall be segregated fi.om other fimds of the Bank and the City and shall
be held in trust for the benefit of the Holders of such Bonds.
All money deposited with the Bank hereunder shall be secured in the manner and to the fullest extent
required by law for the security of funds of the City.
Amounts held by the Bank which represent principal of and interest on the Bonds remaining unclaimed
by the owner after the expiration of three (3) years from the date such amounts have become due and payable
shall be reported and disposed of by the Bank in accordance with the provisions of Texas law including, to the
extent apphcable, Title 6 of the Texas Property Cede, as amended.
The Bank shall be under no liability for interest on any money received by it hereunder.
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This Agreement relates solely to tnoney deposited for the purposes described herein, and the parties
ag~-ee that the Bank may serve as depository for other funds of the City, act as trustee under indentures
authorizing other bond transactions, or act in any other capacity not in conflict with its duties hereunder.
SECTION 6.06. Compensation and Reimbursement.
The City agrees:
A. to pay to the Bank from time to time reasonable compensation for all services rendered by it
hereunder, which compensation shall be established initially for the Bonds in accordance with the schedule
attached as Exhibit B, which is made a part herenf for all purposes;
B. except as otherwise expressly provided herein, to reimburse the Bank upon its request for all
reasonable expenses, disbursements, and advances incurred or made by the Bank in accordance with any
provisions of this Agreement, except to the extent (i) covered by the compensation established pursuant to
Subsection A of this Section or (ii) any such expense, disbursement, or advance as may be attributable to the
negligence or bad faith of the Bank; and
C. to the extent permitted by law, to indemnify the Bank for, and to hold it harmless against, any
loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection
with the administra tion or ixa'formanc e of its duties and oblJga tions hereunder, including the cos ts and expenses
of defending itself (including counsel fees) against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.
SECTION 6.07. Resignation and Removal.
The Bank may resign from its duties hereunder at any time by giving not less than sixty (60) days
written notice thereof to the City, with such resignation effective upon the appointment of a successor thereto.
The Bank may be removed from its duties hereunder at any time with or without cause by the City
designating a successor upon not less than sixty (60) days written notice; provided, however, that no such
removal shall become effective until such successor shall have accepted the duties of the Bank hereunder by
wrkten ins tmment.
Upon the effective date of such resignation or removal (or any earlier date designated by the City in
case of resignation) the Bank shall, upon payment of all its fees, charges, and expenses then due, transfer and
deliver to, or upon the order of, the City all funds, records, and Bonds held by it (except any Bonds owned by
the Bank as Holder or pledgee), under this Agreement.
lfthe Bank shall resign or be removed, the City shall promptly appoint and engage a successor to act
in the place of the Bank hereunder, which appointment shall be effective as of the effective date of the
resignation or removal of the Bank. Such successor shall tmmediately give notice of its subs titution hereunder
in the name of the City to the Holders, including the name of the successor to the Bank and the address of its
principal office and office of payment as provided in the Bond Ordinance.
SECTION 6.08. Merger, Conversion, Consolidation, or Succession.
Any corporation into which the Bank may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion, or consolidation to which the Bank
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shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the
Bank shall be the successor of the Bank hereunder without the execution or filing of any paper or any further
acts on the part of either of the parties hereto, hq case any Bond shall have been registered, but not delivered,
by the Bank then in office, any successor by merger, conversion, or consolidation to such authenticating Bank
may adopt such registration and deliver the Bond so registered with the same effect as if such successor Bank
had itself registered such Bonds.
SECTION 6.09. Bank Not a Trustee.
This Agreement shall not be construed to require the Bank to enforce any remedy which any Holder
may have against the City during any default or event of default under any agreement between any Holder and
the City, including the Bond Ordinance, or to act as trustee for such Holder.
SECTION 6.10. Bank Not Responsible for Bonds.
The Bank shall not be accountable for the use of any Bonds or for the use on application of the
proceeds thereof.
SECTION 6.11. Adjudication and Interpleader.
The City and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or
controversy over its persons as well as funds on deposit, in the appropriate state or federal court inthe State
of Texas, and agree that service of process by certified or registered mail, return-receipt requested, to the
address set forth in this Agreement shall constitute adequate service. The City and the Bank further agree that
the Bank has the right to f'fie a Bill of Interpleader in any court of competent jurisdiction w/thin the State of
Texas to determine the fights of any Person claiming interest herein~
SECTION 6.12. Bank's Funds Not Used
No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise
incur any f'mancial liability for performance of any of its duties hereunder, or in the exercise of any of its rights
of powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate inderrtinty
satisfactory to it against such risks or liability is not assured to it.
The Bank shall in no event be liable to the City, any Holder, or any other Person for any amount due
on any Bond fi-om its own funds.
SECTION 6.13. Delx)sitory Trust Company Services.
It is hereby represented and warranted that, in the event the Bonds are otherwise quahfied and accepted
for The Depository Trust Company ("DTC") services or equivalent depository trust services by other
organizations, the Bank has the capability and, to the extent within its control, w/II comply w/th the operational
arrangements which establishes requirements for securities to be ehgible for such type depository trust services,
including, but not limited to, requirements for the timeliness of payments and funds availability, transfer
turnaround time and notification of redumptions and calls. The City hereby represents that a duly executed
DTC Blanket Letter of Represcatations is on file w/th DTC.
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SECTION 6.14. Entrre Agreement.
This Agreement and the Bond Ordinance constitute the entire agreement between the parties hereto
relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and
the Bond Ordinance, the Bond Ordinance shall govern.
SECTION 6.15. Counterparts.
This Agreement may be exeeuted in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement.
IN W1TNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, and
their respective seals to be hereunto atTtxed and attested, all as of [he day and year fa-st above written.
CITY OF CORPUS CHRISTI, TEXAS
By:
City Manager
ATTEST:
City Secretary
APPROVED:
MARY KAY FISCHER, CITY ATTORNEY
(SEAL)
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THE BANK OF NEW YORK TRUST COMPANY,
N.A.
By:
Title:
ATTEST:
Title:
(SE~J~)
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EXHIBIT A
City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2004, dated __
2004, issued in the aggregate principal amount of $
EXHIBIT B
FEE SCHEDULE
BOND REGISTRAR, TRANSFER AGENT, AND PAYING AGENT
ESCROW AGREEMENT
CITY OF CORPUS CHRISTI, TEXAS, GENERAL
IMPROVEMENT REFUNDING BONDS SERIES 2004 ESCROW
THIS ESCROW AGREEMENT, dated as of ,2004 (herein, together with any
amendments or supplements hereto, called the "Agreement") is entered into by and between the City
of Corpus Christi, Texas (herein called the "Issuer") and The Bank of New York Trust Company,
N.A., as escrow agent (herein, together with any successor in such capacity, called the "Escrow
Agent"). The addresses of the Issuer and the Escrow Agent are shown on Exhi~oit "A" attached
hereto and made a part hereo£
WITNESSETH:
WHEREAS, the Issuer heretofore issued and there presently remain outstanding the
obhgations (the "Refunded Obligations") descn'bed in the Verification Report of Grant Thornton
LLP, a true and correct copy of which is attached hereto as Exhibit "B" and made a part hereof(the
"Report"), relating to the Refunded Obligations; and
WHEREAS, the Refunded Obligations are scheduled to mature on such dates, bear interest
at such rates, and be payable at such times and in such amounts as are set forth in the Report; and
WHEREAS, when fnma banking arrangements have been made for the payment of principal
and interest to the maturity or redemption date of the Refunded Obligations, then the Refunded
Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment
from the funds provided for such purpose; and
WHEREAS, Chapter 1207, Texas Government Code ("Chapter 1207"), authorizes the Issuer
to issue refunding bonds and to deposit the proceeds fi.om the sale thereof, and any other available
funds or resources, directly with any place o fpayment (paying agent) for any of the Refunded Obliga-
tions, and such deposit, if made before such payment dates and in sufficient amounts, shall constitute
the making of firm banking and financial arrangements for the discharge and final payment of the
Refunded Obligations; and
WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow agreement
with any such paying agent for any of the Refunded Obligations with respect to the safekeeping,
investment, administration and disposition of any such deposit, upon such tenTrs and conditions as
the Issuer and such paying agent may agree, provided that such deposits may be invested only in
direct obligations of the United States of America, including obligations the principal of and interest
on which are unconditionally guaranteed by the Umted States of America, and which may be in book
entry form, and which shall mature and/or bear interest payable at such times and in such amounts
as will be sufficient to provide for the scheduled payment of principal and interest on the Refunded
Obligations when due; and
WHEREAS, the Escrow Agent is the paying agent for the Refunded Obligations, and this
Agreement constitutes an escrow agreement of the kind authorized and required by said
Chapter 1207; and
WHEREAS, Chapter 1207 makes it the duty of the Escrow Agent to comply with the terms
of this Agreement and ttmely make available the amounts required to provide for the payment of the
principal of and interest on such obligations when due, and in accordance with their terms, but solely
fi-om the funds, in the manner, and to the extent provided in this Agreement; and
WHEREAS, the City of Corpus Christi, Texas General Improvement Refimding Bonds,
Series 2004 (the "Refunding Obhgations") have been issued, sold and delivered for the purpose,
among others, of obtaining the funds required to provide for the payment of the principal of the
Refunded Obligations at their maturity or date of redemption and the interest thereon to such dates;
and
WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding
Obligations to the purchasers thereof, certain proceeds of the Refunding Obligations, together with
certam other available funds of the Issuer, ff applicable, shall be applied to purchase certain direct
obligations of the United States of America hereinafter defined as the "Escrowed Securities" for
deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to
establish a beginning cash balance (if needed) in such Escrow Fund; and
WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable
at such times and in such amounts so as to provide moneys which, together with cash balances fi-om
time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the Refunded
Obligations as it accrues and becomes payable and the principal of the Refunded Obligations on their
maturity or date of redemption; and
WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities,
particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the
designated corporate trust office of the Escrow Agent; and
WHEREAS, the Escrow Agent is herein also referred to as the "Paying Agent", and in such
capacity as paying agent for the Refunded Obligations, acting through the Escrow Agent, is also a
party to this Agreement, as the sole paying agent for the Refunded Obligations, to acknowledge its
acceptance of the terms and provisions of this Agreement tn such capacity.
NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements
herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely
payment of principal of and the interest on the Refunded Obligations, the Issuer and the Escrow
Agent mutuallyundertake, promise, and agree for themselves and their respective representatives and
successors, as follows:
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ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1.01. Definitions. Unless the context clearly indicates otherwise, the following terms
shall have the meanings assigned to them below when they are used in this Agreement:
"Code" means the Internal Revenue Code of 1986, as amended, or to the extent apphcable
the Internal Revenue Code of 1954, together with any other applicable provisions of any successor
federal income tax laws.
"Escrow Fund" means the fund created by this Agreement to be administered by the Escrow
Agent pursuant to the provisions of this Agreement.
"Escrowed Securities" means the direct noncallable, non-prepayable United States Treasury
obhgations and obligations the due timely payment of which is unconditionally guaranteed by the
United States of America described in the Report or cash or other direct obligations of the United
States of America substituted therefor pursuant to Article IV of this Agreement.
Section 1.02. Other Definitions. The terms "Agreement", "Issuer", "Escrow Agent",
"Refunded Obligations", "Refunding Obligations", "Report" and "Paying Agent", when they are used
in thts Agreement, shall have the meanings assigned to them in the preamble to this Agreement.
Section 1.03. Interpretations. The titles and headings of the articles and sections of this
Agreement have been inserted for convenience and reference only and are not to be considered a part
hereof and shall not in any way modify or restrict the terms hereo£ This Agreement and all of the
terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and
to achieve the intended purpose of prowdmg for the refunding of the Refunded Obligations in
accordance with applicable law.
ARTICLE II
DEPOSIT OF FUNDS AND
ESCROWED SECURITIES
Concurrently with the sale and delivery of the Refunding Obligations the Issuer shall deposit,
or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the funds and
Escrowed Securities described in the Report, and the Escrow Agent shall upon the receipt thereof;
acknowledge such receipt to the Issuer in writing.
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ARTICLE III
CREATION AND OPERATION OF ESCROW FUND
Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust fund
and irrevocable escrow to be known as the City of Corpus Christi, Texas General Improvement
Refunding Bonds Series 2004 Escrow Fund (the "Escrow Fund"). The Escrow Agent hereby agrees
that upon receipt thereof it will irrevocably deposit to the credit of the Escrow Fund the funds and
the Escrowed Securities described m the Report. Such deposit, ali proceeds therefrom, and all cash
balances fi'om time to time on deposit therein (a) shall be the property of the Escrow Fund, (b) shall
be apphed only in strict conformity with the terms and conditions of this Agreement, and (c) are
hereby irrevocably pledged to the payment of the principal of and interest on the Refunded
Obligations, which payment shall be made by timely transfers of such amounts at such times as are
provided for in Section 3.02 herco£ When the final transfers have been made for the payment of such
principal of and interest on the Refunded Obligations, any balance then remaining in the Escrow Fund
shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any
further duties hereunder.
Section 3.02. Payment of Principal and Interest. The Escrow Agent is hereby irrevocably
instructed to transfer fi-om the cash balances fi-om time to time on deposit in the Escrow Fund, the
amounts required to pay the principal of the Refunded Obhgations and interest thereon m the amounts
and on the date shown in the Report.
Section3.03. SufficiencyofEscrowFund. Thelssuerrepresentsthatthesuccessivereceipts
of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit
fi-om time to time in the Escrow Fund will be at all times sufficient to provide moneys for transfer to
the Paying Agent at the times and in the amounts required to pay the interest on the Refunded
Obligations as such interest comes due and the principal of the Refunded Obligations as the Refunded
Obligations mature, all as more fully set forth in the Report. If, for any reason, at any time, the cash
balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer
the amounts required by each place o fpayment (paymg agent) for the Refunded Obligations to make
the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, fi'om
any funds that are lawfully available therefor, additional funds in the amounts required to make such
payments. Notice of any such insufficiency shall be given as promptly as practicable as hereinat~er
provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds
in the Escrow Fund or the Issuer's failure to make additional deposits thereto.
Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the
Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other funds
and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any
other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow
Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The
Escrowed Sec~ities and other assets of the Escrow Fund shall always be maintained by the Escrow
Agent as trust funds for the benefit of the owners of the Refunded Obligations; and a special account
thereof shall at all times be maintained on the books of the Escrow Agent. The owners of the
-4-
Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed
Securities, the proceeds thereof, and all other assets of the Escrow Fund to wkich they are entitled
as owners of the Refunded Obligations. The amounts received by the Escrow Agent under this
Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall
have no right to title with respect thereto except as a constructive trustee and Escrow Agent under
the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall
not be subject to warrants, drafts or checks drawn by the Issuer or, except to the extent expressly
herein provided, by the Paying Agent.
Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in the
Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its
successor, be continuously secured by a pledge of direct obhgations of; or obligations unconditionally
guaranteed by, the United States of America, having a market value at least equal to such cash
balances.
ARTICLE IV
LIMITATION ON INVESTMENTS
Section 4.01. Duty of Escrow A~ent to Investment Funds. Except as provided in Sections
3.02, 4.02, 4.03 and 4.04 hereof, the Escrow Agent shall not have any power or duty to invest or
reinvest any money held hereunder, or to make substitutions of the Escrowed Securities, or to sell,
transfer or otherwise dispose of the Escrowed Securities.
Section 4.02. Reinvestment of Certain Cash Balances in Escrow by Escrow Agent. In
addition to the Escrowed Securities listed in the Report, the Escrow Agent shall reinvest cash
balances shown in the Report tn Un/ted States Treasury Obligations - State and Local Government
Series with an interest rate equal to zero percent (0%) to the extent (i) such Treasury Obligations are
available from the Department o fthe Treasury and (ii) such reinvestrnents are called for in the Report.
Ail such reinvestments shall be made, if and to the extent so required, only fi'om the portion of cash
balances derived fi'om the maturing principal of and interest on Escrowed Securities that are Un/ted
States Treasury Certificates of Indebtedness, Notes or Bonds - State and Local Government Series.
All such reinvestments shall be acquired on and shall mature on the dates shown on the Report.
Section 4.03. Substitutions and Remvestments. At the direction of the Issuer, the Escrow
Agent shall reinvest cash balances representing receipts fi-om the Escrowed Securities, make
substitutions of the Escrowed Securities or redeem the Escrowed Securities and reinvest the proceeds
thereof or hold such proceeds as cash, together with other moneys or securities held in the Escrow
Fund, prov/ded that the Issuer delivers to the Escrow Agent the following:
(1) an opinion by an independent certified public accountant that after such
substitution or reinvestment the principal amount of the securities in the Escrow Fund,
together with the interest thereon and other available moneys, will be sufficient to pay,
without further investment or reinvestment, as the same become due in accordance with the
Report, the principal of~ interest on and premium, if any, on the Refunded Obligations which
have not previously been paid, and
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(2) an unqualified opinion of nationally recogmZed municipalbond counsel to the
effect that (a) such substitution or reinvestment will not cause the Refunded Obligations to
be "arbitrage bonds" witkin the meaning of Section 103 of the Code or the regulations
thereunder in effect on the date of such substitution or reinvcstment, or otherwise make the
interest on thc Refunded Obligations subject to federal income taxation, and (b) such
substitution or reinvestment complies with the Constitution and laws of the State of Texas
and with all relevant documents relating to the issuance of the Refunded Obligations.
The Escrow Agent shall have no responsibility or liability for loss or otherwise with respect
to investments made at the direction of the Issuer.
Section 4.04. Substitution for Escrowed Securities. Concurrently with the initial deposit by
the Issuer with the Escrow Agent, but not thereafter, the Issuer, at its option, may substitute cash or
non-interest bearing direct noncallable, non-prepayable obligations o fthe United States Treasury (i.e.,
Treasury obligations which mature and are payable in a stated amount on the maturity date thereof,
and for which there are no payments other than the payment made on the maturity date) (the
"Substitute Obligations") for non-interest bearing Escrowed Securities, if any, but only if such
Substitute Obligations
(a)
are in an amount, and/or mature in an amount, which is equal to or greater than the
amount payable on the maturity date of the obligation listed in the Report for which
such Substitute Obligation is substituted,
(b)
mature on or before thc maturity date of the obligation listed in the Report for which
such Substitute Obhgation is substituted, and
(c)
produce the amount necessary to pay the interest on and principal of the Refunded
Obhgations, as set forth in the Report, as verified by a certified public accountant or
a firm of certified public accountants.
If, concurrently with the initial deposit by the Issuer with the Escrow Agent, any such Substitute
Obligations are so substituted for any Escrowed Securities, the Issuer may, at any time thereafter,
substitute for such Substitute Obligations the same Escrowed Securities for which such Substitute
Obhgations originally were substituted.
Section 4.05. Arbitrage. The Issuer hereby covenants and agrees that it shall never request
the Escrow Agent to exercise any power hereunder or perrmt any part oft. he money in the Escrow
Fund or proceeds fi.om the sale of Escrowed Securities to be used directly or indirectly to acquire any
securities or obligations if the exercise of such power or the acquisition of such securities or
obligations would cause any Refunding Obligations or Refunded Obligations to be an "arbitrage
bond" within the meaning of thc Code.
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ARTICLE V
APPLICATION OF CASH BALANCES
Except as provided in Sections 3.01, 3.02, 4.02, 4.03 and 4.04 hereof; no withdrawals,
transfers, or reinvestment shall be made of cash balances in the Escrow Fund.
ARTICLE VI
RECORDS AND REPORTS
Section 6.01. Records. The Escrow Agent will keep books of record and account in which
complete and correct entries shall be made of all transactions relating to the receipts, disbursements,
allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and
all proceeds thereof; and such books shall be available for inspection at reasonable hours and under
reasonable conditions by the Issuer and the owners of the Refunded Obligations.
Section 6.02. Reports. While this Agreement remains in effect, the Escrow Agent annually
shall prepare and send to the Issuer a written report summarizing all transactions relating to the
Escrow Fund during the preceding year, including, without limitation, credits to the Escrow Fund as
a result of interest payments on or maturities of the Escrowed Securities and transfers fi.om the
Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed
statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the
end of such period.
ARTICLE VII
CONCERNING THE PAYING AGENTS AND ESCROW AGENT
Section 7.01. Representations. The Escrow Agent hereby represents that it is the duly acting
Paying Agent for the Refunded Obligations, that it has all necessary power and authority to enter into
this Agreement and undertake the obligations and responsibilities nnposed upon it herein, and that
it will carry out all of its obligations hereunder.
Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer fimds for
the payment of the principal of and interest on the Refunded Obligations shall be limited to the
proceeds of the Escrowed Securities and the cash balances fi'om trine to time on deposit in the
Escrow Fund. Notwithstanding any provtsion contained herein to the contrary, neither the Escrow
Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of funds fi.om
time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make
timely payment thereon, except for the obligation to notify the Issuer as promptly as practicable of
any such occurrence.
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The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken
as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or
liability upon, the Escrow Agent. The Escrow Agent is not a party to the proceedings author/zing
the Refunding Obligations or the Refunded Obligations and is not responsible for nor bound by any
of the provisions thereof(except as a place of payment and paying agent and/or a registrar therefor).
In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and
provisions of this Agreement.
The Escrow Agent makes no representations as to the value, conditions or sufficiency of the
Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded
thereby or hereby, and the Escrow Agent shall not incur any liability or respons~ility in respect to
any of such mattem.
It is the intention of the parties hereto that the Escrow Agent shall never be required to use
or advance its own funds or otherwise incur personal financial liability in the performance of any of
its duties or the exercise of any of its rights and powers hereunder.
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in
good faith in any exercise of reasonable care and believed by it to be within the discretion or power
conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences
of any error of judgment; and the Escrow Agent shall not be answerable except for its own action,
neglect or default, nor for any loss unless the same shall have been through its negligence or willful
misconduct.
Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine
or inquire into the happening or occurrence of any event or contingency or the performance or failure
of performance of the Issuer with respect to an-angements or contracts with others, with the Escrow
Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same
in accordance w~th this Agreement. If, however, the Escrow Agent is called upon by the terms of this
Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obh-
gated, in making such determination, only to exercise reasonable care and diligence, and in event of
error in making such determination the Escrow Agent shall be liable only for its own willful
misconduct or its negligence. In determining the occurrence of any such event or contingency the
Escrow Agent may request fi.om the Issuer or any other person such reasonable additional evidence
as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the
occurrence of such event or contingency, and m this connection may make inquiries of, and consult
witlx, among others, the Issuer at any time.
Section 7.03. Compensation. (a) Concurrently with the sale and delivery of the Refunding
Obligations, the Issuer shall pay to the Escrow Agent, as a fee for performing the services hereunder
and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this
Agreement, and for all future paying agency services as Paying Agent for the Refunded Ob[igations,
the sum of $ , the sufficiency of which is hereby acknowledged by the Escrow Agent. In the
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event that the Escrow Agent is requested to perform any extraordinary services hereunder, the Issuer
hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary serv/ces and to re-
imburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extra-
ordinary services, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of
such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event
shah it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether
regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of
its expenses.
(b) Upon receipt of the aforesaid specific sums stated in subsection (a) of this Section 7.03
for Escrow Agent and paying agency fees, expenses, and services, the Escrow Agent shall acknowl-
edge such receipt to the Issuer in writing.
Section 7.04. Successor Escrow Agents. If at any time the Escrow Agent or its legal
successor or successors should become unable, through operation or law or otherwise, to act as
escrow agent hereunder, or if its property and affairs shah be taken under the control of any state or
federal court or administrative body because of insolvency or bankruptcy or for any other reason, a
vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by
appropriate action, promptly shah appoint an Escrow Agent to fill such vacancy. If no successor
Escrow Agent shah have been appointed by the Issuer within 60 days, a successor may be appointed
by the owners of a majority in principal amount of the Refunded Obligations then outstanding by an
instrument or mstrumems in writing filed with the Issuer, signed by such owners or by their duly
authorized attorneys-in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall
be made pursuant to the foregoing provisions of this section witkin three months after a vacancy shall
have occurred, the owner of any Refunded Obligation may apply to any court of competent
jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if
any, as it may deem proper, prescribe and appoint a successor Escrow Agent.
Any successor Escrow Agent shall be a corporation organized and doing business under the
laws of the United States or the S tare of Texas, authorized under such laws to exercise corporate
trust powers, authorized under Texas law to act as an escrow agent, having its principal office and
place of business in the State of Texas, having a combined capital and surplus of at least $5,000,000
and subject to the supervision or examination by Federal or State authority.
Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the
Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shah
execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms
of this Agreement, all the fights, powers and trusts of the Escrow Agent hereunder. Upon the request
of any such successor Escrow Agent, the Issuer shall execute any and aH instruments in writing for
more fully and certainly vesting in and conill'ming to such successor Escrow Agent all such rights,
powers and duties.
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The Escrow Agent at the time acting hereunder may at any time resign and be discharged
fi.om the trust hereby created by giving not less than s~xty (60) days' written notice to the Issuer and
publishing notice thereof, specifying the date when such resignation will take effect, in a newspaper
printed in the English language and with general circulation in New York, New York, such
pubhcation to be made once at least three (3) weeks prior to the date when the resignation is to take
effect. No such resignation shall take effect unless a successor Escrow Agent shall have been
appointed by the owners of the Refunded Obhgations or by the Issuer as herein provided and such
successor Escrow Agent shall be a paying agent for the Refunded Obhgations and shallhave accepted
such appointment, in wkich event such resignation shall take effect mediately upon the appointment
and acceptance of a successor Escrow Agent.
Under any circumstances, the Escrow Agent shall pay over to its successor Escrow Agent
proportional parts of the Escrow Agent's fee and, if apphcable, its Paying Agent's fee hereunder.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Notice. Any notice, authorization, request, or demand required or permitted
to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed
by registered or certified mall, postage prepaid addressed to the Issuer or the Escrow Agent at the
address shown on Exhibit "A" attached hereto. The United States Post Office registered or certified
mail recerpt showing delivery of the aforesaid shall be conclusive exfdence of the date and fact of
delivery. Any party hereto may change the address to which notices are to be dehvered by giving to
the other parties not less than ten (10) days prior notice thereo£ Prior written notice of any
amendment to this Agreement contemplated pursuant to Section 8.08 and immediate w~itten notice
of any incidence of a severance pursuant to Section 8.04 shall be sent to Moody's Investors Service,
Attn: Public Finance Rating Desk/Refunded Bonds, 99 Church Street, New York, New York 10007
and Standard & Poor's Cm'poration, Attn: Municipal Bond Department, 25 Broadway, New York,
New York 10004.
Section 8.02. Termination o fResponsibilities. Upon the taking o fall the actions as described
herein by the Escrow Agent, the Escrow Agent shall have no further obhgations or responsibilities
hereunder to the Issuer, the owners of the Refunded Obligations or to any other person or persons
in connection with this Agreement.
Section 8.03. Binding Agreement. This Agreement shall be binding uponthe Issuer and the
Escrow Agent and their respective successors and legal representatives, and shall inure solely to the
benefit of the owners of the Refunded Obhgations, the Issuer, the Escrow Agent and their respective
successors and legal representatives.
Section 8.04. Severability. In case any one or more of the prov/sions contained m this
Agreement shall for any reason be held to be invahd, illegal or unenforceable in any respect, such
invalidity, illegahty or unenforceabilJty shall not affect any other provisions of this Agreement, but
this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never
been contained herein.
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Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the
provisions hereof and by the applicable laws of the State of Texas.
Section 8.06. Time of the Essencc. Time shall be of the essence m the performance of
obligations fi.om time to tune imposed upon the Escrow Agent by this Agreement.
Section 8.07. Effective Date of A~eement. This Agreement shall be effective upon receipt
by the Escrow Agent of the funds descn'bed m the Report and the Escrowed Securities, together with
the specific sums stated in subsections (a) and (b) of Section 7.03 for Escrow Agent and paying
agency fees, expanses, and services.
Section 8.08. Amendments. This Agreement shall not be amended except to cure any
ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless
the same shall be in writing and signed by the parties thereto. No sucli amendment shall adversely
affect the rights of the holders of the Refunded Obligations.
Section 8.09. Couater0arts. This Agreement may be executed in any number o fcounterparts,
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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EXECUTED as of the date first written above.
CITY OF CORPUS CHRISTI, TEXAS
AWl?EST:
By
City Manager
City Secretary
(SEAL)
APPROVED:
MARY KAY FISCHER, CITY ATTORNEY
THE BANK OF NEW YORK TRUST
COMPANY, N.A.
By
Title:
ATI'EST:
By
Title:
(SEAL)
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INDEX TO EXHIBITS
Exl'ubit "A"
Exhibit "B"
Addresses of the Issuer and the Escrow Agent
Verification Report of Grant Thornton LLP
EXHIBIT "A"
ADDRESSES OF THE ISSUER
AND ESCROW AGENT
ISSUER
City of Corpus Christi, Texas
1210 Leopard
Corpus Christi, Texas 78401
Attention: Director of Financial Services
ESCROW AGENT
The Bank of New York Trust Company, N.A.
10161 Centurion Parkway
Third Floor
Jacksonville, Florida 32256
Attention: Corporate Trust Operations
EXHIBIT "B"
VERIFICATION REPORT OF
GRANT THORNTON LLP