HomeMy WebLinkAbout025812 ORD - 06/29/2004CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COUNT1ES OF NUECES AND SAN PATRICIO
CITY OF CORPUS CHRISTI
On tkis the 29th day of June, 2004, the City Council of the City of Corpus Christi, Texas
convened in Regular Meeting, at City Hall, with the following members of said Council present,
wit:
Samuel L. Neal, Jr.
Brent Chesney,
Javier D. Colmenero,
Melody Cooper,
Henry Garrett,
Bill Kelly,
Rex A. Kinnison,
Jesse Noyola,
Mark Scott
George K. Noe,
Mary Kay Fischer,
Cindy O'Brien,
Armando Chapa,
with the following absent:~:~, ~¢(l~], 5r~, constituting
among other business was transacted:
Mayor
Councilmembers
City Manager,
City Attorney,
Director of Financial Services,
City Secretary
a quorum, at which time the following
The City Manager presented for the consideration of the Council an ordinance authorizing
the City Manager to effect the sale of Combination Tax and Solid Waste Revenue Certificates of
Obligation. The ordinance was read by the City Secretary. The motion was carried by the following
vote:
AYES:
All members of the City Council shown present above
voted "Aye"
NAYS: None.
The Mayor announced that the ordinance had been passed The ordinance is as follows:
025812
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OKDINANCE NO.
ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS,
PROVIDiNG FOR THE 1SSUANCE OF $6,845,000 CITY OF CORPUS CHRISTI,
TEXAS, COMBINATION TAX AND SOLID WASTE REVENUE CERTIFICATES OF
OBLIGATION, SERIES 2004, AND ORDAINING OTHER MATTERS RELATING TO
THE SUBJECT
WHEREAS, on the 8th day of June, 2004, the City Council of the City of Corpus Christi,
Texas (the "City" or the "Issuer") passed a resolution authorizing and directing notice of its intention
to issue the Certificates of Obligation herein authorized to be issued, to be published in a newspaper
as required by Section 271.049 of the Texas Local Government Code; and
WHEREAS, said notice was published on June 13, 2004 and June 20, 2004 in the Corpua~
Christi Caller-Times, a "newspaper" as described in Section 2051.044, Texas Government Code, all
as required by Section 271 049 of the Texas Local Government Code; and
WHEREAS, no petition, signed by 5% of the qualified electors of said City as permitted by
said Section 271 049 of the Texas Local Government Code protesting the issuance of such
Certificates of Obligation, has been filed with the City; and
WHEREAS, the Certificates of Obligation hereinafter authorized are to be issued and
delivered pursuant to Subchapter C of Chapter 271 of the Texas Local Government Code;
BE IT ORDAINED BY THE CITY COUNClL OF THE CITY OF CORPUS CHRISTI,
TEXAS:
Section 1. AUTHORIZATION OF CERTIFICATES OF OBLIGATION. That the
Certificates of Obligation to be issued by the City, designated the "City of Corpus Christi, Texas
Combination Tax and Solid Waste Revenue Certificates of Obligation, Series 2004", are hereby
authorized to be issued and delivered in the principal amount of $6,845,000, for the purpose of
providing part of the funds for paying contractual obligations to be incurred by the City, to-wit: the
construction of improvements to the City's solid waste facilities, including, w/thout limitation, paying
contractual obligations to be incurred with respect to the development of the Cefe Valenzuela landfill
in the vicinity of County Road 57 and FM 2444 and the construction ora drainage culvert south of
said landfill site at FM 70 relating to the development of said landfill; and the payment for fiscal,
engineering and legal fees incurred in connection therewith. The term "Certificates" as used in this
Ordinance shall mean and include collectively the Certificates of Obligation initially issued and
delivered pursuant to this Ordinance and all substitute Certificates of Obligation exchanged therefor,
as well as all other substitute Certificates of Obligation and replacement Certificates of Obligation
issued pursuant hereto, and the term "Certificate" shall mean any of the Certificates.
Section 2. DATE, DENOMINATIONS, NUMBERS AND MATURITIES. That said
Certificates of Obligation shall initially be issued, sold and delivered hereunder as fully registered
certificates, without interest coupons, dated July 1, 2004, in the respective denominations and
principal amounts hereinafter stated, numbered consecutively from R-1 upward, payable to the
respective initial reg/stered owners thereof(as designated in Section 16 hereof), or to the registered
assignee or assignees of said Certificates or any portion or portions thereof (in each case, the
"Registered Owner"), and said Certificates shall mature and be payable on March 1 in the years and
amounts as set forth below, to-wit:
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YEARS
2005
2006
2007
2008
2009
2010
2011
2012
2013
AMOUNTS($)
205,000
240,000
250,000
255000
265 000
275 000
285 000
295 000
305 000
YEARS
2014
2015
2016
2017
2018
2019
2024
AMOUNTS(S)
320000
335000
350000
365000
380 000
400 000
2,320,000
For purposes of this Ordinance, the Certificates of Obligation maturing on March 1, 2024 are hereby
designated as "Term Certificates".
Section 3. REDEMPTION. (a) OptionalRedemption That the City reserves the right to
redeem the Certificates maturing on or after March 1, 2015, in whole or in part, in the principal
amount of $5,000 or any integral multiple thereof (an "Authorized Denomination"), on March 1,
2014, and on any date thereafter, at the par value thereof plus accrued interest to the redemption date.
The years of maturity of the Certificates called for redemption at the option of the City prior to stated
maturity shall be selected by the City. The Certificates or portions thereof redeemed within a maturity
shall be selected at random and by lot by the Paying Agent/Registrar. The Certificates are subject to
mandatory redemption as provided in the FORM OF CERTIFICATES.
(b) Mandatory Redemption The Term Certificates are subject to mandatory sinking fund
redemption prior to their scheduled maturities as provided in the FORM OF CERT1]7ICATES.
(c) Notice. At least 30 days prior to the date fixed for any such redemption, (i) a written
notice of such redemption shall be given to the registered owner of each Certificate or a portion
thereof being called for redemption by depositing such notice in the United States mall, first-class
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postage prepaid, in the name of the City and at the City's expense addressed to each such reg/stered
owner at his address shown on the registration books of the Paying Agent/Registrar and (ii) notice
of such redemption shall be published one (1) time in a financial journal or publication of general
circulation in the United States of America 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 Certificate, and it is hereby
specifically provided that the publication of notice described in (ii) above shall be the only notice
actually required in connection with or as a prerequisite to the redemption of any Certificates. By the
date fixed for any such redemption due promsion shall be made by the City with the Paying
Agent/Registrar for the payment of the required redemption price for the Certificates 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 Certificates, or the portions thereof, which are to be so redeemed, thereby
automatically shall be redeemed prior to their scheduled maturities, and shall not bear interest after
the date fixed for their redemption, and shall not be regarded as being outstanding except for the right
of the registered owner to receive the redemption price plus accrued interest to the date fixed for
redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying
Agent/Registrar shall record in the registration books all such redemptions of principal of the
Certificates or any portion thereof. If a portion of any Certificate shall be redeemed a substitute
Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any
Authorized Denomination, at the written request of the registered owner, equal to the unredeemed
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portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation,
at the expense of the City, all as provided in this Ordinance
Section 4 INTEREST. That the Certificates shall bear interest from the date specified in
the FORM OF CERTIFICATE to their respective dates of maturity or redemption prior to maturity
at the following rates per annum:
maturittes 2005
matunttes 2006
matunues 2007
matunttes 2008
maturities 2009
maturities 2010
maturities 2011,
maturities 2012,
maturities 2013,
2.000% maturities 2014, 4.125%
2.500% maturities 2015, 4.250%
3 000% maturities 2016, 4.375%
3.000% maturities 2017, 4.500%
3.250% maturities 2018, 4.600%
3.500% maturities 2019, 4.700%
3625% ****
3.800% maturities 2024, 5.000%
4.000%
Said interest shall be payable in the manner provided and on the dates stated in the FORM OF
CERTIFICATE.
Section 5. CHARACTERISTICS OF THE CERTIFICATES. (a) The City shall keep
or cause to be kept at the corporate trust office in Jacksonville, Florida (the "Designated Trust
Office") of The Bank of New York Trust Company, N.A, (the "Paying Agent/Registrar"), or such
other bank, trust company, financial institution, or other agency named in accordance with the
provisions of (g) of this Section hereof, books or records of the registration and transfer of the
Certificates (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as
its registrar and transfer agent to keep such books or records and make such transfers and registra-
tions under such reasonable regulations as the City and Paying AgenffRegistrar may prescribe; and
the Paying Agent/Registrar shall make such transfers and registrations as herein provided The City
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Manager or the designee thereof is hereby authorized to execute a "Paying Agent/Registrar
Agreement" in such form attached hereto as is approved by the City Attorney. It shall be the duty
of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration
Books the address of such registered owner of each certificate to which payments with respect to the
Certificates shall be mailed, as herein provided. The City or its designee shall have the right to inspect
the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise
the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise
required by law, shall not perrmt their inspection by any other entity. Registration of each Certificate
may be transferred in the Registration Books only upon presentation and surrender of such certificate
to the Paying AgenffRegistrar at the Designated Trust Office for transfer of registration and cancella-
tion, together with proper written instruments of assignment, in form and with guarantee of signatures
satisfactory to the Paying AgenffRegistrar, evidencing the assignment of such certificate, or any
portion thereof in any Authorized Denomination to the assignee or assignees thereof, and the fight
of such assignee or assignees to have such certificate or any such portion thereof registered in the
name of such assignee or assignees Upon the assignment and transfer of any Certificate or any
portion thereof, a new substitute certificate or certificates shall be issued in exchange therefor in the
manner herein provided.
(b) The entity in whose name any Certificate 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 certificate shall be overdue, and the City and the Paying Agent/Registrar shall not be
affected by any notice to the contrary; and payment of, or on account of, the principal of, premium,
if any, and interest on any such certificate shall be made only to such registered owner. All such
payments shall be valid and effectual to satisfy and discharge the liability upon such certificate 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 Certificates, and to act as its agent to exchange or
replace Certificates, 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
Certificates, and of all exchanges of such certificates, and all replacements of such certificates, as
provided in this Ordinance.
(d) Each Certificate may be exchanged for fully registered certificates in the manner set forth
herein. Each certificate issued and delivered pursuant to this Ordinance, to the extent of the unre-
deemed principal amount thereof, may, upon surrender of such certificate 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 regis-
tered certificates, without interest coupons, in the form prescribed in the FORM OF CERTI]?ICATE,
in any Authorized Denomination(subject to the requirement hereinafter stated that each substitute
certificate shall have a single stated maturity date), as requested in writing by such registered owner
or such assignee or assignees, in an aggregate principal amount equal to the unredeemed principal
amount of any Certificate or Certificates so surrendered, and payable to the appropriate registered
owner, assignee, or assignees, as the case may be. Ifa portion of any Certificate shall be redeemed
prior to its scheduled maturity as provided herein, a substitute certificate or certificates having the
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same maturity date, bearing interest at the same rate, in any Authorized Denomination 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
Certificate or portion thereof is assigned and transferred, each certificate issued in exchange therefor
shall have the same maturity date and bear interest at the same rate as the certificate for which it is
being exchanged Each substitute certificate shall bear a letter and/or number to distinguish it fi.om
each other certificate. The Paying Agent/Registrar shall exchange or replace Certificates as provided
herein, and each fully registered certificate or certificates delivered in exchange for or replacement
of any Certificate or portion thereof as permitted or required by any provision of this Ordinance shall
constitute one of the Certificates for all purposes of this Ordinance, and may again be exchanged or
replaced. It is specifically provided, however, that any Certificate delivered in exchange for or
replacement of another Certificate prior to the first scheduled interest payment date on the
Certificates (as stated on the face thereof) shall be dated the same date as such Certificate, but each
substitute certificate 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 certificate is delivered,
unless such substitute certificate 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
certificate the interest on the Certificate for which it is being exchanged has not been paid, then such
substitute certificate shall be dated as of the date to which such interest has been paid in full. On each
substitute certificate issued in exchange for or replacement of any Certificate or Certificates issued
under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certifi-
cate, in the form hereinafter set forth. An authorized representative of the Paying Agent/Registrar
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shall, before the delivery of any such substitute certificate, date such substitute certificate in the
manner set forth above, and manually sign and date such Authentication Certificate, and no such
substitute certificate shall be deemed to be issued or outstanding unless such Authentication Certifi-
cate is so executed. The Paying Agent/Registrar promptly shall cancel all Certificates 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 Certificate or portion thereof, and the Paying Agent/Registrar shall provide for
the printing, execution, and delivery of the substitute certificates in the manner prescribed herein.
Pursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement of any
Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution
of said Paying Agent/Registrar's Authentication Certificate, the exchanged or replaced certificate shall
be valid, incontestable, and enforceable in the same manner and with the same effect as the
Certificates 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 Certificate during a period
beginning at the opening of business 30 days before the day of the first mailing of a notice of
redemption of Certificates and ending at the close of business on the day of such mailing, or (2) to
transfer or exchange any Certificate so selected for redemption in whole when such redemption is
scheduled to occur within 30 calendar days
(e) All Certificates issued in exchange or replacement of any other Certificate or portion
thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and
interest on such Certificates to be payable only to the registered owners thereof, (i/) may be redeemed
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prior to their scheduled maturities, (iii) may be trmasferred and assigned, (iv) may be exchanged for
other Certificates, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the
principal of and interest on the Certificates shall be payable, all as provided, and in the manner re-
quired or indicated, in the FORM OF CERTIFICATE.
(f) The City shall pay all of the Paying Agent/Registrar's reasonable and customary fees and
charges for making transfers and exchanges of Certificates, but the registered owner of any Certificate
requesting such transfer shall pay any taxes or other governmental charges required to be paid with
respect thereto, in addition, the City hereby covenants with the registered owners of the Certificates
that it will (i) pay the reasonable and standard or customary fees and charges of the Paying
Agent/Registrar for its services with respect to the payment of the pnncipal of and interest on the
Certificates, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services
with respect to the transfer or registration of Certificates solely to the extent above provided, and
with respect to the exchange of Certificates solely to the extent above provided.
(g) The City covenants with the registered owners of the Certificates that at all times while
the Certificates are outstanding the City will provide a competent and legally qualified bank, trust
company, financial institution, or other agency to act as and perform the services of Paying
Agent/Registrar for the Certificates 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/Regis-
trar 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
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corporation organized and doing business under the laws of the United States of America or of any
state, authorized under such laws to exercise trust powers, subject to supervision or examination by
federal or state authority, and whose qualifications substantially are similar to the previous Paying
Agent/Registrar to act as Paying Agent/Registrar under this Ordinance. Upon any change in the
Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
registration books (or a copy thereof), along with all other pertinent books and records relating to
the Certificates, to the new Paying Agent/Registrar designated and appointed bythe City. Upon any
change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent
by the new Paying Agent/Registrar to each registered owner of the Certificates, by United States
Mail, postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar.
By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to
have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
delivered to each Paying Agent/Registrar.
Section 6. FORM OF CERTIFICATES. That the form of the Certificates, including the
form of Paying AgenffRegistrar's Authentication Certificate, the form of Assignment and the form
of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached
to the Certificates initially issued and delivered pursuant to this Ordinance, shall be in substantially
the form as set forth in Exhibit A to this Ordinance, with such appropriate variations, omissions, or
insertions as are permitted or required by this Ordinance. The printer of the Certificates is hereby
authorized to print on the Certificates (i) the form of bond counsel's opinion relating to the
Certificates, and (ii) an appropriate statement of insurance furnished by a municipal bond insurance
company providing municipal bond insurance, if any, covering all or any part of the Certificates.
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Section 7. DEFINITIONS. That the term "Senes 1995 Certificates of Obligation" shall
mean the City of Corpus Christi, Texas, Combination Tax and Solid Waste Revenue Certificates of
Obligation, Series 1995, dated December 1, 1995, and currently outstanding in the aggregate
principal amount of $5,280,000; the term "Series 2000 Certificates of Obligation" shall mean the City
of Corpus Christi, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2000,
dated September 1, 2000, and currently outstanding in the aggregate principal amount of
$12,700,000; and the term "Code" shall mean the lnternal Revenue Code of 1986, and any
amendment thereto.
Section 8. INTEREST AND SINKING FUND. That a special fund or account, to be
designated the "City of Corpus Christi, Texas Series 2004 Combination Tax and Solid Waste
Revenue Certificate of Obligation Interest and Sinking Fund" (the "Interest and Sinking Fund") is
hereby created and shall be established and maintained by the City at its official depository. 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 Certificates. Any accrued
interest derived from the sale of the Certificates shall be deposited to the credit of the Interest and
Sinking Fund. All ad valorem taxes levied and collected for and on account of the Certificates shall
be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any
of the Certificates are outstanding and unpaid, the governing body of the City shall compute and as-
certain 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 the cost of tax collections, which will be suffi-
cient to raise and produce the money required to pay the interest on the Certificates as such interest
comes due, and to provide a sinking fund to pay the principal o£the Certificates as such principal ma-
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tures, but never less than 2% of the original amount of the Certificates as a sinking fund each year.
The rate and amount of ad valorem tax is hereby ordered to be levied against all taxable property in
the City for each year wkile any of the Certificates are outstanding and unpaid, and said ad valorem
tax shall be assessed and collected each such year and deposited to the credit of the Interest and
Sinking Fund. The ad valorem taxes necessary to pay the interest on and principal of the Certificates,
as such interest comes due and such principal matures or comes due through operation of the
mandatory sinking fund redemption to the extent provided in the FORM OF CERTIFICATE, are
hereby levied and ordered to be levied and pledged for such payment, within the limit prescribed by
law. There shall be appropriated from the General Fund to deposit into the Interest and Sinking Fund
moneys as may be necessary to pay the first scheduled interest payment on the Certificates of
Obligation.
Section 9. REVENUES. That the Certificates of Obligation are additionally secured by and
shall be payable from and secured by the revenues from the Issuer's Solid Waste System remaining
after payment of all maintenance and operation expenses thereof, and all other obligations now or
hereafter payable therefi-om (including, without limitation, the Series 1995 Certificates of Obligation
and the Series 2000 Certificates of Obligation), constituting "Surplus Revenues". The Surplus
Revenues are pledged by the City pursuant to authority of Chapter 363, Texas Health and Safety
Code, particularly Subchapter G thereo£ The Issuer shall deposit such Surplus Revenues to the
credit of the Interest and Sinking Fund created pursuant to Section 8, to the extent necessary to pay
the principal and interest on the Certificates of Obligation. Notwithstanding the requirements of
Section 8, if Surplus Revenues are actually on deposit or budgeted for deposit in the Interest and
Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year,
then the amount of taxes wtfich otherwise would have been required to be levied pursuant to Section
8 may be reduced to the extent and by the amount of the Surplus Revenues then on deposit in the
Interest and Sinking Fund or budgeted for deposit herein. The City anticipates that the Surplus
Revenues shall be sufficient to meet the annual debt service requirements of the Certificates of
Obligation and intends to use Surplus Revenues to pay such debt service.
Section 10. TRANSFER. That the City shall do any and all things necessary to accomplish
the transfer of monies to the Interest and Sinking Fund of this issue in ample time to pay such items
of principal and interest
Section 11. SECURITY FOR FUNDS. That the Interest and Sinking Fund created by this
Ordinance shall be secured in the manner and to the fullest extent permitted or required by law for
the security of public funds, and such Fund shall be used only for the purposes and in the manner
permitted or required by this Ordinance Chapter 1208, Texas Government Code, applies to the
issuance of the Certificates and the pledge of ad valorem taxes and the Surplus Revenues granted by
the City under Sections 8 and 9, and such pledge is therefore valid, effective, and perfected. If Texas
law is amended at any time while the Certificates are outstanding and unpaid such that the pledge of
the ad valorem taxes and Surplus Revenues granted by the City is to be subject to the filing
requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the
registered owners of the Certificates the perfection of the security interest in said pledge, the City
agrees to take such measures as it determines are reasonable and necessary under Texas law to
comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable
a filing to perfect the security interest in said pledge to occur.
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Section 12 DEFEASANCE OF CERTIFICATES. (a) Defeased Certificatex That any
Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a
"Defeased Certificate") witlnn the meaning of this Ordinance, except to the extent provided in
subsection (d) of this Section, when payment of the principal of such Certificate, plus interest thereon
to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have
been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided
for on or before such due date by irrevocably depositing with or making available to the Paying
Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow
Agreement") for such payment (1) lawfial money of the United States of America sufficient to make
such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts
and at such times as will insure the availability, without reinvestment, of sufficient money to provide
for such payment, and when proper arrangements have been made by the Issuer with the Paying
Agent/Registrar for the payment of its services until all Defeased Certificates shall have become due
and payable. At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder,
as aforesaid, such Certificate 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. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby
provided that any determination not to redeem Defeased Certificates that is made in conjunction with
the payment arrangements specified in subsection 12(a)(i) or (ii) shall not be irrevocable, provided
that in the proceedings providing for such payment arrangements, the Issuer expressly (1) reserves
the right to call the Defeased Certificates for redemption; (2) gives notice of the reservation of that
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right to the owners of the Defeased Certificates immediately following the making of the payment
arrangements; and (3) directs that notice of the reservation be included in any redemption notices that
it authorizes.
(b) Investment in Defeasance Securtties Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities,
maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance
Securities received by the Paying Agent/Registrar that is not required for the payment of the
Certificates and interest thereon, with respect to which such money has been so deposited, shall be
turned over to the Issuer, or deposited as directed in writing by the Issuer, Any Future Escrow
Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of
Defeased Certificates may contain prov/sions permitting the investment or reinvestment of such
moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the
satisfaction of the requirements specified in subsection 12(a)(i) or (ii). All income from such
Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment
of the Defeased Certificates, with respect to which such money has been so deposited, shall be
remitted to the Issuer or deposited as directed in writing by the Issuer.
(c) Defeasance Securities Defined 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,
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or other political subdivision of a state that have been refunded and that, on the date on the date the
governing body of the Issuer 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
(d) Paying Agent/Registrar Services Until all Defeased Certificates shall have become
due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for
such Defeased Certificates the same as if they had not been defeased, and the Issuer shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
Section 13. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES. (a) Replacement Certificates. That in the event any outstanding Certificate is
damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed, and delivered, a new certificate of the same principal amount, maturity, and interest rate,
as the damaged, mutilated, lost, stolen, or destroyed Certificate, in replacement for such Certificate
in the manner hereinafter provided.
(b) Applicatton for Replacement Certificates That application for replacement of damaged,
mutilated, lost, stolen, or destroyed Certificates shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Certificate, the registered
owner applying for a replacement certificate shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them harmless
from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction ora
Certificate, the registered owner shall furnish to the City and to the Paying Agent/Registrar evidence
to their satisfaction of the loss, theft, or destruction of such Certificate, as the case may be. In every
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case of damage or mutilation of a Certificate, the registered owner shall surrender to the Paying
Agent/Registrar for cancellation the Certificate so damaged or mutilated.
(c) No Default Occurred That notwithstanding the foregoing provisions of this Section, in
the event any such Certificate shall have matured, and no default has occurred wkich is then
continuing in the payment of the principal of or interest on this Certificate, the City may authorize the
payment of the same (without surrender thereof except in the case of a damaged or mutilated
Certificate) instead of issuing a replacement certificate, provided security or indemnity is furnished
as above provided in this Section
(d) Charge for Issuing Replacement Certificates That prior to the issuance of any
replacement certificate, the Paying Agent/Registrar shall charge the registered owner of such
Certificate with all legal, printing, and other expenses in connection therewith. Every replacement
certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate
is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the
lost, stolen, or destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall
be entitled to all the benefits of tkis Ordinance equally and proportionately with any and all other
Certificates duly issued under this Ordinance
(e) AuthorityforlssuingReplacement Certificates That in accordance with Chapter 1206,
Texas Government Code, tbas Section oftkis Ordinance shall constitute authority for the issuance of
any such replacement certificate without necessity of further action by the City or any other body or
person, and the duty of the replacement of such certificates is hereby authorized and imposed upon
the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such
Certificates in the form and manner and with the effect, as prov/ded in Section 5(a) of this Ordinance
for Certificates issued in conversion and exchange of other Certificates.
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Section 14. COVENANTS REGARDING TAX EXEMPTION. That the City covenants
to refrain from any action which would adversely affect, or to take such action as to ensure, the
treatment of the Certificates of Obligation as obligations described in Section 103 of 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 City covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of
the Certificates of Obligation (less amounts deposited to a reserve fund, if any) are used for
any "private business use," as defined in section 141 (b)(6) of the Code or, if more than 10
percent of the proceeds are so used, that amounts, whether or not received by the City, with
respect to such private business use, do not, under the terms of tkis Ordinance or any
underlying arrangement, directly or indirectly, secure or provide for the payment of more than
10 percent of the debt service on the Certificates of Obligation, in contravention of Section
141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Certificates of
Obligation (less amounts deposited into a reserve fund, if any) then the amount in excess of
5 percent is used for a "private business use" which is "related" and not "disproportionate",
within the meaning of Section 141 (b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five percent of the proceeds of the Certificates of Obligation (less amounts
deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons,
other than state or local governmental units, in contravention of Section 141 (c) of the Code;
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(d) to refrain from talong any action which would otherwise result in the
Certificates of Obligation being treated as "specified private activity bonds" within the
meaning of Section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Certificates of
Obligation 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 Certificates of
Obligation, 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
produces a materially kigher yield over the term of the Certificates of Obligation, other than
investment property acquired w~th --
(1) proceeds of the Certificates of Obligation invested for a reasonable
temporary period of three years or less until such proceeds are needed for the purpose
for which the Certificates of Obligation 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
Certificates of Obligation;
(g) to otherwise restrict the use of the proceeds of the Certificates of Obligation
or amounts treated as proceeds of the Certificates of Obligation, as may be necessary, so that
the Certificates of Obligation do not otherwise contravene the requirements of Section 148
of the Code (relating to arbitrage) and, to the extent applicable, Section 149(d) of the Code
(relating to advance refundings); and
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(h) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Certificates of Obligation) an amount that is
at least equal to 90 percent of the "Excess Earnings," within the meardng of Section 148(0
of the Code and to pay to the United States of America, not later than 60 days after the
Certificates of Obligation have been paid in full, 100 percent of the amount then required to
be paid as a result of Excess Earnings under Section 148(0 of the Code.
For purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds" includes
"disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds,
transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of
issuance of the Certificates of Obligation It is the understanding of the City that the covenants con-
tained herein are intended to assure compliance with the Code and any regulations or ralings
promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations
or ruling are hereafter promulgated which modify or expand provisions of the Code, as applicable to
the Certificates of Obligation, the City will not be required to comply with any covenant contained
herein to the extent that such failure to comply, in the opinion ofnationally-recogmzed bond counsel,
will not adversely affect the exemption from federal income taxation of interest on the Certificates
of Obligation 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 Certificates of
Obligation, the City agrees to comply with the additional requirements to the extent necessary, in the
opinion of nationally-recogrdzed bond counsel, to preserve the exemption from federal income
taxation of interest on the Certificates of Obligation under Section 103 of the Code. In furtherance
of such intention, the City hereby authorizes and directs the Mayor, the City Manager and the
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Director of Financial Services to execute any documents, certificates or 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 Certificates of Obligation.
In order to facilitate compliance with clause (h) above, a "Rebate Fund" is hereby established
by the City for the sole benefit of the United States of America, and such Fund shall not be subject
to the claim of a.ny other person, including without limitation the bondholders. The Rebate Fund is
established for the additional purpose of compliance with Section 148 of the Code.
Section 15. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR TltE
PROJECT. That the Issuer covenants to account for the expenditure of proceeds from the sale of
the Certificates and any investment earnings thereon to be used for the purposes described in Section
1 of this Ordinance (such purpose referred to herein and Section 16 hereof as a "Project") on its
books and records by allocating proceeds to expenditures within 18 months of the later of the date
that (a) the expenditure on a Project is made or (b) such Project is completed The foregoing
notwithstanding, the Issuer shall not expend such proceeds or investment earnings more than 60 days
afl. er the earlier of(a) the illth anniversary of the date of delivery of the Certificates or (b) the date
the Certificates are retired, unless the Issuer obtains an opinion of nationally-recognized bond counsel
substantially to the effect that such expenditure will not adversely affect the tax-exempt status of the
Certificates. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if
it obtains an opinion that such failure to comply will not adversely affect the excludability for federal
income tax purposes from gross income of the interest.
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Section 16. DISPOSITION OF PROJECT That the Issuer covenants that the property
constituting a Project 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 Certificates. For purposes o£the foregoing, the portion
of the property comprising personal property and disposed in the ordinary course shall not be treated
as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the
Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to
comply will not adversely affect the excludability for federal income tax purposes from gross income
of the interest.
Section 17. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES.
That the Mayor of the City is hereby authorized to have control of the Certificates initially issued and
delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending
their delivery and their investigation, examination, and approval by the Attorney General of the State
of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas Upon
registration of the Certificates said Comptroller of Public Accounts (or a deputy designated in writing
to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached
to such Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, on
such Comptroller's Registration Certificate.
Section 18. SALE OF CERTIFICATES. (a) Sale to Underwriter. That the sale of the
Certificates to J.P Morgan Securities Inc., as representative for the underwriters named in the Bond
Purchase Agreement (the "Purchase Agreement") between the City and the underwriters named
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therein (the "Underwriters"), at the purchase price described in the Purchase Agreement, is hereby
authorized, ratified and confirmed. One Certificate in the principal amount maturing on each maturity
date as set forth in Section 2 hereof shall be delivered to the Underwriters, and the Underwriters shall
have the right to exchange such certificates as promded in Section 5 hereof without cost.
(b) Execution of Purchase Agreemenl. That the Purchase Agreement setting forth the terms
of the sale of the Certificates to the Underwriters, in substantially the form attached to this Ordinance,
is hereby accepted, approved and authorized to be delivered in executed form to the Underwriters.
(c) Bot~dlm~rance. The Mayor, City Manager and the Director of Fiscal Services each is
authorized, in connection with effecting the sale of the Certificates, to obtain from Financial Security
Assurance Inc (the "Insurer") a murficipal bond insurance policy in support of the Certificates. To
that end, for so long as such policy is in effect, the requirements of the Insurer relating to the issuance
of said policy is incorporated by reference into tkis Ordinance and made a part hereof for all purposes,
notwithstanding any other provision of this Ordinance to the contrary.
Section 19. APPROVAL OF OFFICIAL STATEMENT. That the "Official Statement"
prepared in connection with the sale of the Certificates, in substantially the form attached to this
Ordinance, is hereby accepted, approved and authorized to be delivered in executed form to the
Underwriters. The use of the "Preliminary Official Statement" prepared in connection with the sale
of the Certificates is hereby ratified.
Section 20. CONTINUING DISCLOSURE OBLIGATION. (a) Definitions. As used
in this Section, the following terms have the meanings ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
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"NRMSIR" means each person whom the SEC or its staff' has determined to be a
nationally recognized municipal securities information repository wit}fin the meaning of the Rule from
time to time.
"Rule" means SEC Rule 15c2-12, as amended fi.om time to time,
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized
department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state
information depository within the meaning of the Rule from time to time,
(b) Annual Reports. (i) The City shall provide annually to each NRMSIR and any SID,
wit}fin 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 19 oft}tis Ordinance, being the information described in Exhibit B hereto~ Any
financial statements so to be provided shall be (1) prepared in accordance w/th the accounting
principles deschbed in Exhibit B hereto, or such other accounting principles as the City may be
required to employ from time to time pursuant to state law or regulation, and (2) audited, if the City
commissions an audit of such statements and the audit is completed within the period during which
they must be provided. Ifthe audit ofsuchfinancial statements is not complete within such period,
then the City shall provide unaudited financial statements by the required time, and shall prov/de
audited financial statements for the applicable fiscal year to each NRMSIR and any SID, when and
if the audit report on such statements become available.
(ii) If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change
(and of the date of the new fiscal year end) prior to the next date by which the City otherwise would
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be required to provide financial information and operating data pursuant to tkis Section. The financial
irrformation and operating data to be provided pursuant to this Section may be set forth in full in one
or more documents or may be included by specific reference to any document (including an official
statement or other offering document, if it is available from the MSRB) that theretofore has been
provided to each NRMSIR and any SID or filed with the SEC.
(c) Material Event Notices. The City shall notify any SID and either each NRMSIR or the
MSRB, in a timely manner, of any of the following events with respect to the Certificates of
Obligation, if such event is material within the meaning of the federal securities laws:
2.
3.
4.
5
6
8.
9.
10.
11.
Principal and interest payment delinquencies;
Non-payment related defaults;
Unscheduled draws on debt service reserves reflecting financial difficulties;
Unscheduled draws on credit enhancements reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
Adverse tax opinions or events affecting the tax-exempt status of the
Certificates of Obligation;
Modifications to rights of holders of the Certificates of Obligation;
Certificates of Obligation calls;
Defeasances;
Release, substitution, or sale of property securing repayment of the
Certificates of Obligation~ and
Rating changes.
The City shall notify any SID and either each NRMS1R 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) oftNs 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 Certificates of Obligation within the meaning of the
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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 Certificates of Obligation no longer to be outstanding.
(ii) The provisions of tkis Section are for the sole benefit of the registered owners and
beneficial owners of the Certificates of Obligation, and nothing in this Section, express or implied,
shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person.
The City undertakes to provide only the financial information, operating data, financial statements,
and notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update any
information provided in accordance with tl~s 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 Certificates of Obligation at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO TH]E
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OF OBLIGATION
OR ANY OTHER PERSON, 1N 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, 1N 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 bythe City in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
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Ordinance. Notking 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(l) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Certificates of
Obligation in the primary offering of the Certificates of Obligation in compliance with the Rule, taking
into account any amendments or interpretations of the Rule since such offering as well as such
changed circumstances a~d (2) either (a) the registered owners of a majority in aggregate principal
amount (or any greater amount required by any other proc_sion of this Ordinance that authorizes such
an amendment) of the outstanding Certificates of Obligation consent to such amendment or (b) a
person that is unaffiliated with the City (such as nationally recognized bond counsel) determined that
such amendment uall not materially impair the interest of the registered owners and beneficial owners
of the Certificates of Obligation. lfthe City so amends the provisions of this Section, it shall include
with any amended financial information or operating data next provided in accordance with
subsection (b) of this Section an explanation, in narrative form, of the reason for the amendment and
of the impact of any change in the type of financial information or operating data so provided. The
City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC
amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Certificates of
Obligation in the primary offering of the Certificates of Obligation.
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Section 21. DTC REGISTRATION. That the Certificates of Obligation initially shall be
issued and delivered in such manner that no physical distribution of the Certificates of Obligation will
be made to the public, and The Depository Trust Company ("DTC"), New York, New York, initially
will act as depository for the Certificates of Obligation. 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" wit}fin the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered under Section 17A of the Securities Exchange
Act of 1934, as amended, and the City accepts, but in no way verifies, such representations. The
Certificates of Obligation 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 Certificates
of Obligation on behalf of the Underwriters and their respective participants. So long as each
Certificate of Obligation is registered in the name of CEDE & CO, the Paying Agent/Registrar shall
treat and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof.
It is expected that DTC will maintain a book-entry system which will identify ownership of the
Certificates of Obligation in integral amounts of $5,000, with transfers of ownership being effected
on the records of DTC and its participants pursuant to rules and regulations established by them, and
that the Certificates of Obligation initially deposited with DTC shall be immobilized and not be further
exchanged for substitute Certificates of Obligation 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 maintai}fing, supervising, or reviewing
the records of DTC or its participants, or protecting any interests or rights of the beneficial owners
of the Certificates of Obligation. 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
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system, the beneficial ownership of the Certificates of Obligation, 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 Certificates of Obligation is duly filed with the Paying Agent/Registrar with proper request
for transfer and substitution, as provided for in this Ordinance, substitute Certificates of Obligation
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 Certificates of Obligation. In connection with
the initial establishment of the foregoing book-entry system with DTC, the City heretofore has
executed a "Blanket Letter of Representations" prepared by DTC in order to implement the book-
entry system described above.
Section 22. INTEREST EARNINGS; PREMIUM. Interest earnings derived from the
investment of proceeds from the sale of the Certificates shall be used along with other proceeds for
the construction of the permanent improvements set forth in Section 1 hereof for which the
Certificates are issued; provided that after completion of such permanent improvements, if any of
such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and
Sinking Fund It is further provided, however, that any interest earnings on proceeds which are
required to be rebated to the United States of America pursuant to this Ordinance hereof in order to
prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest
earnings for the purposes of this Section All premium received in connection with the sale of the
Certificates shall be used in a manner consistent with the provisions of Section 1201.029, Texas
Government Code The City Council hereby finds that the sum of the aggregate principal amount of
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the Certificates and premium, if any, received as part of the purchase price for the Certificates to be
expended for the construction of the permanent improvements set forth in Section I hereof will not
exceed the maximum amount of Certificates authorized to be sold in the notice of intention published
in connection with the sale of the Certificates.
Section 23 CONFLICTING PROCEEDINGS. That all ordinances and resolutions or
parts thereof in conflict herewith are hereby repealed
Section 24. OFFICIALS AUTHORIZED TO ACT ON BEHALF OF THE CITY. That
the Mayor, the City Secretary, the City Manager, any Assistant City Manager or the Director of
Financial Services of the City, 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 Certificates, the offering documents prepared in connection with the sale of the
Certificates, or the Paying Agent/Registrar Agreement. In case any officer whose signature appears
on any Certificate shall cease to be such officer before the delivery of such Certificate, 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.
Section 25. RULES OF CONSTRUCTION. That 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 oftkis 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
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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 tkis
Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof
Any reference to the payment ofpnncipal 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 CERTIFICATE" shall refer to the form of the Certificates set forth in Exhibit A to this Ordinance,
The titles and headings of 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 restrict any of the terms or provisions hereof
Section 26. IMMEDIATE EFFECT That in accordance with the provisions of V.T.CA,
Government Code, Section 1201.028, this Ordinance shall be effective immediately upon its adoption
by the City Council
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ATTEST:
ADOPTED this 29th day of June, 2004.
ayor, City o orpuJC risti, ~
City~rpus Christi, Texas
(SEAL)
APPROVED THIS 29TH DAY OF JUNE, 2004:
MARY KAY FISCHER, CITY ATTORNEY
FORM OF CERTIFICATE
NO R- UNITED STATES OF AMERICA $
STATE OF TEXAS
COUNTIES OF NUECES AND SAN PATRICIO
CITY OF CORPUS CHRISTI, TEXAS
COMBINATION TAX AND SOLD WASTE
REVENUE CERTIFICATE OF OBLIGATION
SERIES 2004
MATURITY DATE
INTEREST RATE ORIGINAL ISSUE DATE CUSIP
% July 1, 2004
ON THE MATURITY DATE specified above, THE CITY OF CORPUS CHRISTI,
TEXAS (the "City" or the "Issuer"), being a political subdivision of the State of Texas, hereby
promises to pay to (hereinafter called the "registered owner") the
principal amount of
DOLLARS
and to pay interest thereon from the Original Issue Date specified above, on March 1, 2005, and
semiannually on each September 1 and March 1 thereafter to the maturity date specified above or
the date of its redemption prior to scheduled maturity, at the interest rate per annum specified
above; except that if this Certificate is required to be authenticated and the date of its
authentication is later than March 1, 2005, such interest is payable semiannually on each
September 1 and March 1 following such date.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money
of the United States of America, without exchange or collection charges The principal of this
Certificate shall be paid to the registered owner hereof upon presentation and surrender of this
Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at the
corporate trust office in Jacksonville, Florida (the "Designated Trust Office") of The Bank of New
York Trust Company, NA (the "Paying Agent/Registrar"). The payment of interest on this
Certificate shall be made by the Paying Agent/Reg/strar to the registered owner hereof as shown
by the Registration Books kept by the Paying AgentJReglstrar at the close of business on the 15th
day of the month next preceding such interest payment date by check drawn by the Paying
Agent/Registrar on, and payable solely from, funds of the Issuer required to be on deposit with
the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent
by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such in-
terest 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, or by such other method,
acceptable to the Paying AgenffRegistrar, requested by, and at the risk and expense of, the
registered owner. The Issuer covenants with the registered owner of this Certificate that no later
than each principal payment and/or interest payment date for this Certificate it will make available
to the Paying Agent/Registrar from the Interest and Sinking Fund as defined by the ordinance
authorizing the Certificates (the "Certificate Ordinance") the amounts required to provide for the
payment, in immediately available funds, of all principal of and interest on the Certificates, when
due.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, a legal holiday, or a day on wkich banking institutions in the city where the
Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or ex-
ecutive order to close, or the United States Postal Service is not open for business, then the date
for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day on which banking institutions are authorized to close, or the United States Postal
Service is not open for business; and payment on such date shall have the same force and effect as
if made on the original date payment was due Notwithstanding the foregoing, during any period
in which ownership of the Certificates is determined only by a book entry at a securities
depository for the Certificates, 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 CERTIFICATE is one of a Series of Certificates (the "Certificates") dated the
Original Issue Date specified above, authorized in accordance with the Constitution and laws of
the State of Texas in the principal amount of $6,845,000 FOR THE PURPOSE OF PROVIDING
PART OF THE FUNDS FOR PAYING CONTRACTUAL OBLIGATIONS TO BE
INCURRED FOR THE CITY, TO-WIT: the construction of improvements to the City's solid
waste facilities, including, without limitation, paying contractual obligations to be incurred with
respect to the development of the Cefe Valenzuela landfill in the vicinity of County Road 57 and
FM 2444 and the construction of a drainage culvert south of said landfill site at FM 70 relating to
the development of said landfill; and the payment for fiscal, engineering and legal fees incurred in
connection therewith.
ON MARCH 1, 2014, or on any date thereafter, the Certificates of this Series maturing on
March 1, 2015 and thereafter may be redeemed prior to their scheduled maturities, at the option
of the Issuer, with funds derived from any available and lawful source, as a whole, or in part
(provided that a portion ora Certificate may be redeemed only in an integral multiple of $5,000),
at par and accrued interest to the date fixed for redemption. The years of maturity of the
Certificates called for redemption at the option of the Issuer prior to stated maturity shall be
selected by the Issuer. The Certificates or portions thereof redeemed within a maturity shall be
selected at random and by lot by the Paying Agent/Registrar; provided, that during any period in
wkich ownership of the Certificates is determined only by a book entry at a securities depository
for the Certificates, if fewer than all of the Certificates of the same maturity and bearing the same
interest rate are to be redeemed, the particular Certificates of such maturity and bearing such
interest rate shall be selected in accordance with the arrangements between the Issuer and the
securities depository,
THE CERTIFICATES are also subject to mandatory redemption in part by lot pursuant to
the terms of the Certificate Ordinance, on March 1 in each of the years 2020 through 2023, with
respect to Certificates maturing March 1, 2024, in the following years and in the following
amounts, at a price equal to the principal amount thereof and accrued and unpaid interest to the
date of redemption, without premium:
Year Principal Amount($}
2020 420,000
2021 440,000
2O22 465,000
2023 485,000
2024* 510,000
*Final Maturity
To the extent, however, that Certificates 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 Certificate shall be reduced by the amount
obtained by multiplying the principal amount of Certificates so purchased or redeemed by the ratio
which each remaining sinking fund redemption payment for such Certificates bears to the total
remaining sinking fund payments, and by rounding each such payment to the nearest $5,000
integral; provided, that during any period in which ownership of the Certificates is determined
only by a book entry at a securities depository for the Certificates, the particular Certificates to be
called for mandatory redemption shall be selected in accordance with the arrangements between
the Issuer and the securities depository
AT LEAST 30 days prior to the date fixed for any such redemption, (a) a written notice of
such redemption shall be given to the registered owner of each Certificate or a portion thereof
being called for redemption by depositing such notice in the United States mail, first-class postage
prepaid, addressed to each such registered owner at his address shown on the Registration Books
of the Paying Agent/Registrar and (b) notice of such redemption shall be published one (1) time in
a financial journal or publication of general circulation in the United States of America or the
State of Texas carrying as a regular feature notices of municipal bonds called for redemption,
provided, however, that the failure to send, mail, or receive such notice described in (a) above, or
any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness
of the proceedings for the redemption of any Certificate, and the Certificate Ordinance provides
that the publication 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 Certificates. 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 Certificate 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
Certificate, or the portion hereof which is to be so redeemed, thereby automatically shall be
redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for its
redemption, and shall not be regarded as being outstanding except for the right of the registered
owner to receive the redemption price plus accrued interest to the date fixed for redemption from
the Paying Agent/Registrar out of the funds provided for such payment. The Paying
Agent/Registrar shall record in the Registration Books all such redemptions of principal of this
Certificate or any portion hereof If a portion of any Certificate shall be redeemed a substitute
Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any
denomination or denominations in any integral multiple of $5,000, at the written request of the
registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will
be issuedto the registered owner upon the surrender thereof for cancellation, at the expense of the
Issuer, all as provided in the Certificate Ordinance
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered
certificates, w~thout interest coupons, in the denomination of any integral multiple of $5,000. As
provided in the Certificate Ordinance, this Certificate, or ~ny unredeemed portion hereof, may, at
the request of the registered owner or the assignee or assignees hereof, be assigned, transferred,
and exchanged for a like aggregate principal amount of fully registered certificates, without
interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case
may he, having the same maturity date, and beanng interest at the same rate, in any denomination
or denominations in any integral multiple of $5,000 as requested in writing by the appropriate
registered owner, assignee, or assignees, as the case may be, upon surrender of this Certificate to
the Paying Agent/Registrar at its Designated Trust Office for cancellation, all in accordance with
the form and procedures set forth in the Certificate Ordinance. Among other requirements for
such assignment and transfer, this Certificate must be presented and surrendered to the Paying
Agent/Registrar, together with proper instruments of assignment, in fol-m and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or
any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in
whose name or names this Certificate or any such portion or portions hereof is or are to be
transferred and registered. The form of Assignment printed or endorsed on this Certificate 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 AgentdRegistrar may be
used to evidence the assignment of this Certificate or any portion or portions hereof fi-om time to
time by the registered owner. The Issuer shall pay the Paying Agent/Registrar's reasonable
standard or customary fees and charges for transferring and exchanging any Certificate or portion
thereof In any circumstance, any taxes or governmental charges required to be paid with respect
thereto shall be paid by the one requesting such assignment, transfer, or exchange as a condition
precedent to the exercise of such privilege In any circumstance, neither the Issuer nor the Paying
Agent/Registrar shall be required (1) to make any transfer or exchange during a period beginning
at the opening of business 30 days before the day of the first mailing ora notice of redemption of
certificates and ending at the close of business on the day of such mailing, or (2) to transfer or
exchange any certificates so selected for redemption when such redemption is scheduled to occur
within 30 calendar days.
WI-[ENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Certificates, the foregoing requirements of holding, delivering or
transferring this Certificate 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 AgenffRegistrar for the Certificates is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance
that it promptly will appoint a competent and legally qualified substitute therefor, and cause
written notice thereof to be mailed to the registered owners of the Certificates.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by
such terms and prowsions, acknowledges that the Certificate Ordinance is duly recorded and
available for inspection in the official minutes and records of the Issuer, and agrees that the terms
and provisions of this Certificate and the Certificate Ordinance constitute a contract between each
registered owner hereof and the Issuer
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to
be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of
this Certificate have been performed, existed, and been done in accordance with law; that this
Certificate is a direct obligation of the City, issued on the full faith and credit thereof; that annual
ad valorem taxes sufficient to provide for the payment of the interest on and principal of this
Certificate, as such interest comes due and such principal matures, have been levied and ordered
to be levied against all taxable property in the City, and have been pledged for such payment,
within the limit prescribed by law; and that the "Surplus Revenues" (as defined in the Certificate
Ordinance) of the City's Solid Waste System remaining after payment of all maintenance and
operation expenses thereof, and all other obligations now or hereafter payable therefi-om, as
provided in the Certificate Ordinance, have been pledged as additional security for the
Certificates
IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile
signature of the Mayor of the City, attested by the manual or facsimile signature of the City
Secretary of the City, and the official seal of the City has been duly affixed to, impressed, or
placed in facsimile, on this Certificate.
City Secretary, City of
Corpus Christi, Texas
Mayor, City of Corpus Ckristi, Texas
(SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified thai this Certificate of Obligation has been issued under the provisions
of the Certificate Ordinance described on the face of this Certificate of Obligation; and that this
Certificate of Obligation has been issued in exchange for or replacement of a certificate of
obligation, certificates of obligation, or a portion of a certificate of obligation or certificates of
obligation 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
COMPANY, N.A.
Jacksonville, Florida
NEW YORK TRUST
By
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
(Please insert Social Security or Taxpayer Identification Number of Transferee)
/ /
(Please print or typewrite name and address, including
zip code of Transferee)
the within Certificate of Obligation and all rights
thereunder, and hereby irrevocably constitutes and appoints
attorney to register the transfer of the vathin Certificate
of Obligation on 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 from of this Certificate of Obligation
in every particular, without alteration or
or enlargement or any change whatsoever.
*FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE CERTIFICATES 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 Certificate has been examined by kim as
required by law, and that he finds that it has been issued in conformity with the Constitution and
laws of the State of Texas, and that it is a valid and binding obligation of the City of Corpus
Christi, Texas, payable in the manner provided by and in the ordinance authohzing same, and said
Certificate has this day been registered by me
WITNESS MY HAND and seal of office at Austin, Texas this
(SEAL)
Comptroller of Public Accounts of
the State of Texas
NOTE TO PRINTER:
*¶ not to be on certificate
STATEMENT OF INSURANCE
Financial Security Assurance Inc. ("Financial Security"), New York, New York, has
delivered its municipal bond insurance policy w~th respect to the scheduled payments due of
principal of and interest on this Bond to The Bank of New York Trust Company, NA.,
Jacksonville, Florida, or its successor, as paying agent for the Bonds (the "Paying Agent"). Said
Policy is on file and available for inspection at the principal office of the Paying Agent and a copy
thereof may be obtained from Financial Security or the Paying Agent.
Exhibit B
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The followqng information is referred to in Section 20 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:
Appendix A, under the headings: "Debt Payable from Taxes", "General Fund Revenues",
"General Expenses", "Ad Valorem Taxes", "Municipal Hotel Occupancy Taxes", "Solid
Waste Operations", and "The Tax Increment Financing Act"; and
Appendix C, "Combined Financial Statements 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 2 above.
THE STATE OF TEXAS
COUNTIES OF NUECES AND SAN PATR1C10
CITY OF CORPUS CHRISTI
I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify
that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City
Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 29th
day of June, 2004, authorizing the issuance of $6,845,000 Combination Tax and Solid Waste
Revenue Certificates of Obligation, Series 2004, which ordinance is duly of record in the minutes
of said City Council, and said meeting was open to the public, and public notice of the time, place
and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551.
EXECUTED UNDER MY HAND AND SEAL of said City, this the 29th day of June,
2004.
City Secretary, City of Corpus Christi, Texas
(SEAL)
Corpus Christi, Texas
,~C~ ~ ~ q~-~ , 2004
day of
TO THE MEMBERS OF THE CITY COUNCIL
Corpus Christi, Texas
For the reasons set forth in the emergency clause of the foregoing ordinance, an
emergency exists requiring suspension of the Charter rule as to consideration
and voting upon ordinances at two regular meetings: I/VVe, 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
Javier D. Colmenero
Melody Cooper
Henry Garret[
Bill Kelly
Rex A. Kinnison
Jesse Noyola
Mark Scott
H:~LEG-DIRLloseph\Ord-Trf-TM-InterScl.doc
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