HomeMy WebLinkAbout025914 ORD - 08/24/2004 ORDINANCE NO.
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 SALE OF THE
BONDS; APPROVING THE EXECUTION OF A BOND PURCHASE CONTRACT
AND AN ESCROW AGREEMENT; AND ALL OTHER MA'II'ERS RELATED
THERETO; AND PROVIDING THAT THIS ORDINANCE SHALL BE IN FORCE
AND EFFECT FROM AND AFTER THE DATE OF ITS PASSAGE.
WHEREAS, the Cily Council has determined to authorize the refunding of all or a portion
of the outstanding obligations of the City described in Schedule I ailached to Ibis ordinance (the
"Refunded Obligations") to achieve a debt service savings with respect to Rerunded Obligalions;
and
WHEREAS, because of fluctuating conditions in the municipal bond market, the City
Council has delermined to delegate to the City Manager the authority to effect the sale of the
bonds hereinafter authorized for the purpose or providing for the refunding of the obligations
described in Schedule I, subject ~o the parameters hereinafter described; and
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to
the 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 Lo 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"), maturing not later than
July 15, 2024, payable serially or otherwise on the dates, in the years and in the principal
amounts, respectively, and dated, all as set forl:h 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
($3O,OOO,OOO).
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 carn/out the terms and conditions set forth in a purchase 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 pad 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 price,
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 the 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., Thursday, September 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 highestgenedcratingcategodes. 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 Government 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 dirferent 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 price 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 or interest to be borne by each such
maturity, the interest payment periods, the dates, price, and terms upon and at which the Bonds
shall be subject to redemption prior to maturity at the option of the 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 pdce to be paid for the Bonds shall not less than
95% of the aggregate original 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 Refunded 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 Ciby Manager and the Director of Financial Services are authorized and directed
to provide for and oversee the preparation of a preliminary official statement and a final official
statement in connection with the issuance of the Bonds, and to deem the preliminary official
statement prepared and approve such final official statement 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, consistent with the terms and conditions set forth in the Purchase
Contract.
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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 maturities. Should the Purchase Contract provide for the
redemption of the Bonds prior 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 maturity or maturities
and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar (hereinafter
defined) to call by lot Bonds, or podions thereof, within such maturity or maturities and in such
principal amounts for redemption; provided, that during any period 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 bearing the same interest rate are to be redeemed, the
particular Bonds of such maturity and bearing such interest rate 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 mandatow 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 [o 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 Agent/Registrar and (ii) notice of such redemption either
to 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 America or the State of Texas carrying
as a regular feature notices of municipal bonds called for redemption; provided however, that [he
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 Series 2004 Bond, and it is hereby specifically provided that the provision of
notice described in (ii) above shall be the only notice actually required in connection with or as a
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prerequisite to the redemption of any Series 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 ror 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 right of
the registered owner to receive the redemption price plus accrued interest to the date fixed for
redemption from the Paying AgentJRegistrar out of the funds provided for such payment. The
Paying AgentJRegistrar shall record in the registration books all such redemptions of principal of
the Series 2004 Bonds or any portion thereof. If a portion of any Series 2004 Bond shall be
redeemed a substitute Series 2004 Bond or Series 2004 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 written request of the registered owner, and in an aggregate principal amount
equal to the unredeemed portion thereor, 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.
In addition to the foregoing, the City shall cause the Paying AgentYRegistrar 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 rrom the dates specified in the FORM OF BOND to their respective dates
of maturity at the rates set forth 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 Agent/Registrar"), 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 Series 2004 Bonds (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 registrations under such reasonable regulations as the City
and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such
transfers and registrations as herein provided. 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 bond to which payments with respect to the Series 2004 Bonds 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 permit their inspection by any other entity. Registration of each Series 2004 Bond
may be transferred in the Registration Books only upon presentation and surrender of such bond
to the Paying Agent/Registrar 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 thereof 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 registered in the name of such
assignee or assignees. Upon the assignment and transfer of any Series 2004 Bond or any portion
thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein
provided.
(b) The entity in whose name any Series 2004 Bond shall be regislered 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 AgentJReg-
istrar shall not be affected by any notice to the contrary; and payment of, or on account o[, 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 oi:the sum or sums so paid.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent
rot paying the principal or and interest on the Series 2004 Bonds, and to act as its agent to
exchange or replace Series 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
AgentJRegistrar with respect to the Series 2004 Bonds, and of all exchanges thereof, and all
replacements thereof, as provided in this Ordinance.
(d) Each Series 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 thereo[ atthe 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 [heir duly authorized attorneys or
representatives, with guarantee of signatures saLis[actory to the Paying Agent/Registrar, at the
option ol~ the registered owner or such assignee or assignees, as appropriate, be exchanged for
fully registered bonds, without interest coupons, in the [orm prescribed in the FORM OF BOND,
in the denomination of $5,000, or any integral multiple thereoi: (subject to the requirement
hereinafter stated that each substitute bond 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 Series 2004 Bond or Series 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
maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing
interest at the same rate, in the denomination or denominations of any integral multiple of $5,000
al the request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereo[, will be issued to the registered owner upon surrender thereof for
cancellation. If any Series 2004 Bond or portion thereor 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 AgenlJRegistrar shall exchange
or replace Series 2004 Bonds as provided herein, and each fully registered bond or bonds
delivered in exchange for or replacement or 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 o[ 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 i:or which it is being exchanged has not been paid, then
such substitute bond shall be dated as of the date to which such interest has been paid in full.
On each substitute bond issued in exchange for or replacement of any Series 2004 Bond or
Series 2004 Bonds issued under this Ordinance there shall be printed thereon a Paying
Agent/Registrar's Authentication Cedificate, 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 Series 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 Govemment Code, thedutyof
exchange or replacement of any Series 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 Series 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 AgentJRegistrar 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 the 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 Series 2004
Bond or portion thereof, (i) shall be issued in fully registered rorm, without interest 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 Series 2004 Bonds, (v) shall have the
characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Sedes
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 AgentJRegistrar's reasonable and customary fees and
charges for making transfers of Series 2004 Bonds, but the registered owner of any Series 2004
Bond requesting such transfer shall pay any taxes or other governmental charges required to be
paid with respect thereto. The registered owner or any Series 2004 Bond requesting any
exchange shall pay the Paying AgentJRegistrar's reasonable and standard or customary fees and
charges for exchanging anysuch bond or portion thereof, together with anytaxes orgovemmental
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 of 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 of a Series 2004 Bond which has been
redeemed in part prior to maturity, as provided in this Ordinance, such fees and charges will be
paid by the City. 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 Agent/Registrar 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
AgentJRegistrar 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 Series 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
services of Paying Agent/Registrar for the Series 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 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 AgentJRegistrar, 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 Series 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 written no[ice thereof to be sent by the
new Paying Agent/Registrar to each registered owner of the Series 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 the position and performing as such, each Paying Agent/Registrar
shall be deemed to have agreed to the provisions of this Ordinance, and a ce~lified copy of this
Ordinance shall be delivered to each Paying Agent/Registrar.
(h) (i) In addition [o the manner of providing notice of redemption of Series 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 NRMSIR 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 Series 2004 Bonds,
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the Paying Agent/Registrar shall send a second notice or redemption to the persons specified in
the immediately preceding sentence at least 30 days but not more than 90 days prior to the actual
redemption date. Any no[ice sent to the NRMSIRs or the SID 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 Agent/Registrar shall also send a notice of redemption to the owner of any Sedes 2004
Bond who has not sent the Series 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 Series 2004 Bonds to be redeemed, including
the complete name of the Sedes 2004 Bonds, the series, the date of issue, the interest rate, the
maturity 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 price, the name of the
Paying Agent/Registrar and the address at which the Series 2004 Bond may be redeemed,
including a contact person and telephone number.
(iii) All redemption payments made by the Paying AgentJRegistrar to the registered
owners of the Series 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 Series 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 Series 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, to be designated the "City of Corpus Christi, Texas
Series 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 Cih/, and shall be used only for paying the interest on and principal of
the Senes 2004 Bonds. All taxes levied and collected for and on account of the Series 2004
Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During
each year while any of the Series 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 Series 2004 Bonds as such interest comes due, and to provide a sinking fund to pay the
principal of the Series 2004 Bonds as such principal matures, but never less than 2% of the
onginal principal amount of the Series 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 Series 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 principal of the Series 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 firs[ scheduled interest payment on the
Series 2004 Bonds.
8. (a) In the event any outstanding Series 2004 Bond is damaged, mutilated, lost, stolen,
or destroyed, the Paying AgentJRegistrar shall cause to be printed, 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 Series
2004 Bonds shall be made to the Paying Agent/Registrar. In every case of loss, there, or
destruction of a Senes 2004 Bond, the applicant for a replacement bond shall furnish to [he City
and to the Paying AgentJRegistrar such security or indemni~y as may be required by them to save
each of them harTnless [rom any loss or damage wi~h respect [hereto. Also, in every case of loss,
thert, or destruction of a Sedes 2004 Bond, the applicant shall furnish to the City and to the Paying
AgentJRegis~:rar evidence to their satisfaction of ~he loss, [heft, or destruction ot such Series 2004
Bond, as the case may be. In every case o[ damage or mutilation of a Series 2004 Bond, the
applicant shall surrender to the Paying Agent/Registrar for cancellation the Sedes 2004 Bond so
damaged or mutilated.
(c) Notwithstanding the foregoing provisions oi: this Section, in the even[ any such Series
2004 Bond shall have matured, and no default has occurred which is then continuing in the
payment of the principal of, redemption premium, ii' any, or interest on the Series 2004 Bond, the
City may authorize the payment of the same (without surrender [hereof except in the case of a
damaged or mutilated Series 2004 Bond) instead of issuing a replacement Series 2004 Bond,
provided security or indemnity is furnished as above provided in this Section.
(d) Prior to the issuance of any replacement bond, ~he Paying AgentJRegistrar shall charge
the owner of such Sehes 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 Sedes 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 proportionately 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
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Ordinance shall constitute authodty 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 or the replacement of 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) or this Ordinance for Series 2004 Bonds issued in exchange
for other Series 2004 Bonds.
9. That the City Manager of the City is hereby authorized to have control of the Series
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 the 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 writing to act for said Comptroller) shall manually sign the Comptroller's
Registration Certificate accompanying the Series 2004 Bonds, and the seal of said Comptroller
shall be impressed, or placed in facsimile, on each such cedificate.
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
offering documents prepared in connection with the sale of the Bonds, 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 Series 2004 Bonds as obligations described
in section 103 of the Internal 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 Series 2004 Bonds or the projects financed therewith (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 Issuer, with respect to such private business use,
do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Series 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 "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Series 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 "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 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
-16-
Code;
(d) to refrain from taking any action which would otherwise result in the Sedes
2004 Bonds being treated as "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 Series 2004 Bonds
being "federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any podion of the proceeds of the Series 2004 Bonds,
directly or indirectly, to acquire or to replace runds 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 Series 2004 Bonds, other than investment
property acquired with --
(1) proceeds of the Series 2004 Bonds invested for a reasonable
temporary period 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 sen/ice 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 Series 2004 Bonds or
amounts treated as proceeds of the Series 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
(relating to advance refundings); and
(h) to pay to the United States of America at least once during each five-year
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period (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 America, not later than 60 days after the
Series 2004 Bonds 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 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
prior to the date of the issuance of the Bonds. It is the understanding of the Issuer that the
covenants contained herein are intended to assure compliance with the Code and any regulations
or rulings promulgated by the U.S. Deparlment 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 railure to comply, in the opinion of nationally-recognized bond
counsel, will not adversely affect the exemption from federal income taxation of interest on the
Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated which impose additional requirements which are applicable to the Bonds, the Issuer
agrees to comply with the additional requirements to the extent necessary, in the opinion of
nationally-recognized bond counsel, to preser,/e the exemption from federal income taxation or
interest on the Bonds under section 103 of the Code. 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
-18-
established by the City for the sole benefit of the United States of America, and such Rebate Fund
shall not be subject to the claim of any other person, including without 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 i~nanced or refinanced with the proceeds
of the Series 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 Series 2004 Bonds. For purposes of this
Section, the portion of the property comprising personal property and disposed of in the ordinary
course of business shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes of this Section, the 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.
"NRMSIR" 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
-19-
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,
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 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. If the audit of such financial statements is not
complete within such period, 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 SID, when and if the audit repot1 on such statements becomes available.
(ii) If the City changes its fiscal year, it will notify each NRMSlR 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 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 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 rollowing events with respect to the Series 2004 Bonds,
if such event is material 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;
-20-
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 Series
2004 Bonds;
7. Modifications to rights of holders of the Series 2004 Bonds;
8. Series 2004 Bond calls;
Defeasances;
10. Release, substitution, or sale of properly securing 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 Series 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 Series 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 Series 2004 Bonds, 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 matedal 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 CI'I-Y 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 B REACH SHALL BE LIMITED
TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) No default by the City in observing or pedorming its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of 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 Series
2004 Bonds in the primary offering of the Series 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 majority in aggregate principal amount
(or any greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the outstanding 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
-22-
may also amend or repeal the provisions o[ this continuing disclosure agreement if the SEC
amends or repeals the applicable provision of the Rule or a coud o[ Final jurisdiction enters
judgment that such provisions of the Rule are invalid, but only if and to the extent that the
provisions o[ this sentence would not prevent an underwriter From lawfully purchasing or selling
Series 2004 Bonds in the primary offering or the Series 2004 Bonds.
14. That interest earnings derived from the investment of proceeds from the sale of the
Series 2004 Bonds shall be deposited in the Interest and Sinking Fund. It is fur[her provided,
however, that any interest earnings on bond proceeds which are required to be rebated to the
United States of Amedca pursuant to Section 11 hereo[in order to prevent the Sedes 2004
Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings
for the purposes of this Section.
15. That the Series 2004 Bonds initially shall be issued and delivered in such manner
that no physical distribution of the Series 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
Series 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 Uni[orm Commercial Code, and a "clearing
agency" registered under Section 17A or the Securities Exchange Act o[ 1934, as amended, and
the City accepts, but in no way verifies, such representations. The Series 2004 Bonds initially
authorized by this Ordinance shall be delivered to and registered in the name o[ CEDE & CO., the
nominee o[ DTC. It is expected that DTC will hold the Series 2004 Bonds on behal[ of the
Underwriters and their participants. So long as each Series 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 bene[icial owner thereof. It is expected that DTC will maintain a book-
entry system which will identify ownership of the Series 2004 Bonds 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 Series 2004 Bonds initially deposited with
DTC shall be immobilized and not be further exchanged for substitute Series 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 tees or charges with respect to its services, will not be responsible or
liable for maintaining, supervising, or reviewing the records of DTC or its participants, 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 or 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 Series 2004 Bonds is duly
filed with the Paying A§entJRegistrar 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-enLry system will be
maintained for such Series 2004 Bonds. 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.
16. (a) Deemed Paid. Any Series 2004 Bond and the interest thereon shall be deemed
to be paid, re[ired 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 Series 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 terms thereof, or (ii) shall have been provided for on or before such due date
-24-
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 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 City with the Paying
Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due
and payable. At such time as a Series 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, [he 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 entering into the Future Escrow
Agreement with respect to any such Series 2004 Bonds so defeased, such Series 2004 Bonds
shall no longer be outstanding for any purpose except for right of payment, and all rights of the
City to take any other action amending the terms of such Series 2004 Bonds shall be
extinguished.
(b) Investments, Any moneys so deposited with [he Paying AgentJRegistrar may at the
written direction of the City 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 Series 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 writing 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 writing by the City.
(c) Selection of Defeased 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 AgenlJRegistrar 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) ContinuingDutyofPayingAgent/Registrar. Until all Series 2004 Bonds defeased under
this Section of this Ordinance shall become due and payable, the Paying AgentJRegistrar for such
Series 2004 Bonds shall perform the services of Paying Agent/Registrar for such Series 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 if the refunding of the aggregate principal amount or 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 Series 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 Series 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 at[ached to this Ordinance.
19. That the City hereby de[ermines that, subject to the delivery of the Series 2004
Bonds, the Refunded Obligations as identified in the Purchase Contract shall be called for
redemption on the respective redemption dates set fodh 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 for the
Refunded Obligations called rot 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
no[withstanding, proceeds representing accrued interest shall be deposited to the credit of the
Interest and Sinking Fund and proceeds presenting premium, if any, on the Series 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 authonzed, in connection with e~fecting the sale of the Series
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 pad. hereof for all purposes, notwithstanding any other provision of this
Ordinance to the contraw. 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 fodh 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
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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 Series 2004 Bonds 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. This Ordinance supersedes Ordinance No. 025789.
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 or 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 August 24, 2004.
ATTEST:
City Secretary,
City of Corpus Chris[i, Texas
(SEAL)
-29-
APPROVED THIS 24TH DAY OF AUGUST, 2004:
MARY KAY FISCHER, CITY A'FFORNEY
30-
Corpus Christi, Texas
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/we, therefore, request that you
suspend said Charter rule and pass this ordinance finally on the date it is introduced,
at the present meeting of the City Council.
Respectfully,
Respectfully,
or
Council Members
The above ordinance was passed by the following vote:
Samuel L. Neal, Jr.
Brent Chesney
Javier D. Colmenero
Melody Cooper
Henry Garrett
Bill Kelly
Rex A. Kinnison
Jesse Noyola
Mark Scott
SCHEDULE I
(1) General Improvement Refunding Bonds, Series 1995:
Interest Par
Maturity 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 Price
n/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
Maturity Date Rate (%) Amount(S)
03/01/2005 4.900 90,000
03/01/2007 5.1 O0 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 ~20O5
03/01/2005
03/01 ~2005
03/01 ~2005
03/01/2005
03/01/2005
Call Price
n/a
100.00
100.00
100.00
100.00
100.00
100.00
-31-
NO¸
MATURI%YDATE
EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF NUECES AND SAN PATRICIO
CI'f-Y OF CORPUS CHRISTI, TEXAS
GENERAL IMPROVEMENT REFUNDING BOND
SERIES 2OO4
INTEREST RATE ORIGINAL ISSUE DATE
CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE Cl%¢ 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 prior 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
AgentJRegistrar's Authentication Certificate appearing on the face of this Bond is da[ed 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 maturity
or redemption prior 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 AgentJRegistrar" 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 Io be on
deposit with the Paying AgentJRegistrar rot 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 interest payment date, to the registered owner hereof at its address as it appears on
the Registration Books kept by the Paying AgentJRegistrar, as hereinafter described. Any accrued
interest due at maturity 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 AgentJRegistrar 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 AgentJRegistrar 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 close; 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 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 Series of Bonds of like tenor and effect except as to number,
principal amount, interest rate, maturity 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 thereafter, the Bonds of this Series maturing on March
1, 20 and thereafter may be redeemed prior to [heir 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 prior to stated maturity 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 during any period
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 or the same matunty and bearing the same interest rate
are to be redeemed, the particular Bonds of such matunty 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 maturing March 1, 20__, 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
* Final Maturity
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 ror 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 rund 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 during any period 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 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 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 Agent/Registrar and (b) notice of such redemption either shall 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 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, shalt 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 i~xed 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 podion 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 price plus
accrued interest to the date fixed for redemption from the Paying AgentJRegistrar 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 Bond or any portion 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 written
request of the registered owner, and in aggregate principal amount equal to the unredeemed
portion thereof, will be issued to the registered owner upon the surrender thereof ror 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 or 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, transferred, 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
maturity date, and bearing 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 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 for such assignment and transrer, this Bond
must be presented and surrendered to the Paying Agent/Registrar, together with proper
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
AgentJRegistrar, 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 Agenb/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 prior to maturibJ, 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 AgentJRegistrar 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 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 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, the Issuer has covenanted in the Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause
written notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series
or 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 series of bonds, and of this Bond, have been
properly 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 series of which it is a part; and that the total indebtedness of said City, including the entire
series 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 be[ween 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-FEST:
XXXXXXX)(XXXXXX
City Secretary
XXXXXXXXXXXX
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 of 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 Attomey 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 insed: Social Secudty or Taxpayer
Identification Number of Transferee
/
(Please print or typewrite name and address, including
zip code of Transferee)
the within Bond and all rights 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 eveW particular, without alteration or
enlargement or any change whatsoever.
FORM OF COMPTROLLER'S CERTIFICATE (A~q-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 oi: 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 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 authorizing same, and said Bond has this
day been registered by me.
WITNESS MY HAND and seal of office at Austin, Texas
(SEAL)
Comptroller of Public Accounts
of the State of Texas
The printer of the Series 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, covering 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 13 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, "Excerpts from 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
descdbed in the notes to the financial statements referred to in paragraph 2 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 S~ate of Texas, do
hereby certii:y that I have compared the attached and foregoing excerpt from the minutes of the
regular, open, public meeiing or the City Council of the City of Corpus Chdsti, Texas held on
August 24, 2004, and of Ordinance No. : ] 'Hwtilic'qh was duly passed at said meeting, and that
said copy is a true and correct copy o¢ said excerpt and the whole of said ordinance.
In testimony whereof, I have set my hand and have hereunto affixed the seal o[ said City
oi: Corpus Christi, ihis 24th day of AugusL 2004.
City S~
City of Corpus Chdsti, Texas
(SEAL)