HomeMy WebLinkAbout026293 ORD - 06/14/2005
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COUNTIES OF NUECES AND SAN PATRICIO
CITY OF CORPUS CHRISTI
On this the 14th day of June, 2005, the City Council of the City of Corpus Christi, Texas
convened in Regular Meeting, with the following members of said City Council present, to-wit
Henry Garrett Mayor
Brent Chesney,
Melody Cooper,
Jerry Garcia,
Bill Kelly, Council members
Rex A. Kinnison,
John Marez,
Jesse Noyola,
Mark Scott
George K Noe, City Manager,
Mary Kay Fischer, City Attorney,
Cindy O'Brien, Director of Financial Services,
Armando Chapa, City Secretary
with r Ji )(~ absent, thus constituting a quorum, at which time the following among other
business was tr~ed
City Manager George K Noe presented for the consideration of the Council an ordinance
authorizing the sale of certificates of obligation for landfill projects The ordinance was read by the
City Secretary. The motion to pass the ordinance was carried by the following vote.
AYES All members of the City Council shown present above voted
"Aye".
NA YS None
ABST AlN None
The Mayor announced that the ordinance had been passed. The ordinance is as follows:
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ORDINAc"lCE NO
02ti293
ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS,
PROVIDING FOR THE ISSUANCE OF $15,000,000 CITY OF CORPUS CHRISTI,
TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2005 (LANDFILL PROJECT), AND ORDAINING OTHER MATTERS
RELATING TO THE SUBJECT
WHEREAS, on the 17th day of May, 2005, the City Council of the City of Corpus Christi,
Texas (the "City" orthe "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 May 29, 2005 and June 5, 2005 in the Corpus
Christi Caller- Times, a "newspaper" as described in Section 2051044, 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 peruitted by
said Section 271049 of the Texas Local Government Code protesting the issuance of such
Certificates of Obligation, has been filed with the City, and
WHEREAS, the Certiticates 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 Hili CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS
Section] AUTHORIZATION OF CERTIFICATES OF OBLIGATION. That the
Ce,iificates of Obligation to be issued by the City, designated the "City of Corpus Christi, Texas
Combination Tax and Revenue Certiticates of Obligation, Series 2005 (Landfill Project)", are hereby
authorized to be issued and delivered in the principal amount of $14,520,000, 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, without limitation, paying
contractual obligations to be incurred with respect to the development of the Cefe Valenzuela landfill
in the vicinity of County Road 20 and FM 2444, for the construction of the landfill with buildings,
cover systems, gas collection systems, equipment, maintenance facilities, leachate collection systems,
liners, roads, environmental monitoring equipment, communication equipment, all hardware, software
and licensing required for billing systems and other improvements necessary to open and operate said
landtill, the construction of a drainage ditch and outfall south of said landfill site relating to the
development of said landfill, the construction of improvements to the J. C. Elliott landfill in the vicinity
of SH 286 (Chapman Ranch Road) and SH 357 (Saratoga Boulevard) including cell construction,
,inal cover systems, gas collection system modifications, ground water monitoring and transfer station
Improvements, and the payment of 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
repiacement Certificates of Obligation issued pursuant hereto, and the term "Certificate" shall mean
any of the Certificates
Section 2. DATE, DEC\TOMINATIONS, NUMBERS AND MATURITIES. That said
Certificates of Obligation shall initially be issued, sold and delivered hereunder as fully registered
certificates, without interest coupons, dated June ], 2005, in the respective denominations and
principal amounts hereinafter stated, numbered consecutively from R-l upward, payable to the
respective initial registered owners thereof (as designated in Section 16 hereof), or to the registered
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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 September 1 in the years
and amounts as set forth below, to-wit,
YEARS AMOUNTS($) YEARS AMOUNTS($)
2007 250,000 2017 365,000
2008 260,000 20]8 380,000
2009 270,000 2019 395,000
20]0 280,000 2020 4]0,000
20] 1 290,000 202] 430,000
2012 300,000 2022 445,000
2013 3] 0,000 2023 465,000
20]4 320,000 2024 485,000
20]5 335,000 2029 2,825,000
20]6 350,000 2036 5,355,000
For purposes of this Ordinance, the Certificates of Obligation maturing on September 1, 2029 and
September I, 2036 are hereby designated as "Term Certificates"
Section 3 REDEMPTION. (a) Optional RedemptIOn That the City reserves the right to
redeem the Certificates maturing on or after September], 20] 6, in whole or in part, in the principal
amount of $5,000 or any integral multiple thereof (an "Authorized Denomination"), on September
I, 2015, 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 FORty! 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 CERTIFICATES
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(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 mail, first-class
postage prepaid, in the name of the City and at the City's expense addressed to each such registered
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 provision shall be made by the City with the Paying
Agent/Registrar for the payment ofthe 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
'he 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
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Certificates or any portion thereof If a portion of any Certiticate 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
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
maturities 2007,3,000%
maturities 2008, 3 000%
maturities 2009, 3 500%
maturities 2010,3,500%
maturities 2011, 3 500%
maturities 2012,3,750%
maturities 2013,4000%
maturities 2014,4000%
maturities 2015, 4000%
maturities 2016, 4 000%
maturities 2017,4,000%
maturities 2018,4000%
maturities 2019, 4,125%
maturities 2020, 4,125%
maturities 2021,4,250%
maturities 2022, 4,300%
maturities 2023,4,375%
maturities 2024, 4,375%
maturities 2029, 5,000%
maturities 2036, 5,000%
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 Dallas, Texas (the "Designated Trust Office") of
The Bank of New York Trust Company, N A. (the "Paying Agent/Registrar"), or such other bank,
trust company, financiai institution, or oti1er 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
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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, The City Manager
or the designee thereofis 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 ofthe 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 Certificate may be transferred
in the Registration Books only upon presentation and surrender of such certificate to the Paying
Agent/Registrar at the Designated Trust Office for transfer of registration and cancellation, together
with proper written instruments of assignment, in form and with guarantee of signatures satisfactory
to the Paying Agent/Registrar, evidencing the assignment of such certificate, or any portion thereof
in any Authorized Denomination to the assignee or assignees thereof, and the right 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
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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
l1f 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 CERTIFICATE,
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 If a portion of any Certificate shall be redeemed
prior to its scheduled maturity as provided herein, a substitute certificate or certificates having the
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 certiticate 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 from
each other certificate The Paying Agent/Registrar shall exchange or replace Certificates as provided
:lerein, 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 ur
replaced, It is specifically provided, however, that any Certificate delivered in exchange for or
replacement of another Certiticate prior to the flrst 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 Certiticate for which it is being exchanged has not been paid, then such
substitute certificate shall be dated as ofthe date to which such interest has been paid in full On each
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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
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 Councilor 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
,he printing, execution, and delivery of the substitute certificates in the manner prescribed herein
?ursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement of any
Certificates as atoresaid 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 cequired ( I) 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
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(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, (ii) may be redeemed
prior to their scheduled maturities, (iii) may be transferred 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
~espect thereto in addition, the City hereby covenants with the registered owners ofthe 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 principal 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
witf1 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, fmancial 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
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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
Paymg 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 by the City, Upon any
:hange in the Paying Agent/Registrar, the City promptly will cause a written notice thereofto 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 Agent/Registrar'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 'he 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
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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
Section 7 DEFINITIONS. That the term "Series 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 I, 1995, and currently outstanding in the aggregate
principal amount of$4,700,000, 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
:512,155,000, the term "Series 2004 Certificates of Obligation" shall mean the City of Corpus Christi,
Texas, Combination Tax and Solid Waste Revenue Certificates of Obligation, Series 2004, dated July
i, 2004, and currently outstanding in the aggregate principal amount of $6,640,000; and the term
"Code" shall mean the Internal 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 2005 Combination Tax and Revenue Certificate
of Obligation Interest and Sinking Fund (Landfill Project)" (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 trom ail other funds and accounts of the City, and shall
be used only for paying the interest on and principal ofthe Certificates Any accrued interest derived
from the sale ofthe 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
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Certificates are outstanding and unpaid, the governing body 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 al-
lowances being made for tax delinquencies and the cost of tax collections, which will be sufficient 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 of the Certificates as such principal matures,
but never less than 2% of the original amount ofthe 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 while 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,
fhe ad valorem taxes necessary to pay the interest on and principal ofthe Certificates, as such interest
:omes due and such principal matures or comes due through operation ofthe 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 tirst 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 therefrom (including, without limitation, the Series 1995 Certificates of Obligation,
the Series 2000 Certificates of Obligation and the Series 2004 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 Gthereof The Issuer shall deposit such
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Surplus Revenues to the credit ofthe 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 which 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 II, 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 ofthe 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 Certiticates the perfection of the security interest in said pledge, the City
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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
Section 12, DEFEASANCE OF CERTIFICATES. (a) Defeased Certificates, That any
Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a
"Defeased Certificate") within 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) 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 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
prclVided that any determination not to redeem Defeased Certiticates that is made in conjunction with
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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
right to the owners of the Oefeased Certificates immediately following the making of the payment
arrangements, and (3) directs that notice ofthe reservation be included in any redemption notices that
it authorizes
(b) Investment in Defeasance Securities, 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
Oefeased Certificates 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 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 Oefeased 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
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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 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 ifthey 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 Cerl!ficates 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) Application for Replacement Certtjicates That application for replacement of damaged,
mutilated, lost, stolen, or destroyed Certiticates shall be made by the registered owner thereofto 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 ,0 the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them harmless
-17-
Irom any loss or damage with respect thereto Also, in every case ofloss, theft, or destruction of a
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
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 ofthis Section, in
the event any such Certificate shall have matured, and no default has occurred which is then
continuing in the payment ofthe 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 this Ordinance equally and proportionately with any and all other
Certificates duly issued under this Ordinance
(e) A uthorzty for Issuing Replacement Certificates That in accordance with Chapter 1206,
Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of
any such replacement certiticate 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
-18-
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 provided in Section 5(a) of this Ordinance
for Certificates issued in conversion and exchange of other Certificates,
Section 14, COVEN ANTS REGARDING TAX EXEMPTION. That the City covenants
to retrain 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 thereo( 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 ] 41 (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 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 Certificates of Obligation, in contravention of Section
] 41 (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;
-l9-
(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;
(d) to refrain from taking 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;
(t) 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 higher yield over the term of the Certificates of Obligation, other than
investment property acquired with n
(I) 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
Certiticates of Obligation,
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(g) to otherwise restrict the use of the proceeds of the Certificates of Obligation
or amounts treated as proceeds ofthe Certificates of Obligation, as may be necessary, so that
the Certificates of Obligation do not otherwise contravene the requirements of Section 148
ofthe 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
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 meaning of Section 148(f)
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(f) 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
lssuance of the Certificates of Obligation It is the understanding ofthe City that the covenants con-
tained herein are intended io assure compliance with the Code and any regulations or rulings
promulgated by the U S Department ofthe 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 of nationally-recognized 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
-21-
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-recognized 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
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
:0 ~he claim of any 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 IS, ALLOCATION OF, AND LIMITATION ON,EXPENDITURESFORTHE
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
I 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
after the earlier of (a) the fifth 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
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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
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 of 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 ouch Certificates, and the seai of said Comptroller shall be impressed, or placed in facsimile, on
such Comptroller's Registration Certificate
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Section 18 SALE OF CERTIFICATES. (a) Sale to Underwriters That the sale of the
Certificates to Coastal Securities, as representative for the underwriters named in the Purchase
Contract (the "Purchase Contract") between the City and the underwriters named therein (the
"Underwriters"), at the purchase price described in the Purchase Contract, 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 provided in Section 5 hereof without cost.
(b) Execution of Purchase Contract, That the Purchase Contract 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) Bond Insurance 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 municipal bond insurance policy in support of the Certificates To
that end, for so long as such policy is in effect, the requirements ofthe Insurer relating to the issuance
of said policy is incorporated by reference into this 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 Certiticates is hereby ratified
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Section 20 CONTINUING DISCLOSURE OBLIGATION (a) Definitions As used
in thIs Section, the following terms have the meanings ascribed to such terms below:
"MAC" means the Muncipal Advisory Council of Texas
"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
"SEe" 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 trom 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 2005, financial information and
operating data with respect to the City of the general type included in the final Official Statement
authorized by Section 19 of this Ordinance, being the information described in Exhibit B hereto Any
clnancial statements so to be provided shall be (l) 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
~ommissions an audit of such statements and the audit is completed within the period during which
they must be provided if the audit of such tinancial statements is not complete within such period,
then the City shall provide unaudited financial statements by the required time, and shall provide
-25-
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) [fthe City changes its fiscal year, it will notifY each NRMSIR and any SID of the change
(and of the date of the new tiscal 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) Materzal 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
Jbiigation, 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;
4 Unscheduled draws on credit enhancements reflecting financial difficulties;
5 Substitution of credit or liquidity providers, or their failure to perform;
6 Adverse tax opinions or events affecting the tax-exempt status of the
Certificates of Obligation,
7, Modifications to rights of holders of the Certificates of Obligation;
8, Certificates of Obligation calls,
9, Defeasances;
10 Release, substitution, or sale of property securing repayment of the
Certificates of Obligation, 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 tinancial information Of operating data in accordance with subsection
(b) of this Section by the time required by such subsection Any tiling under this Section may be
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made solely by transmitting such filing to the MAC as provided at http(/www,disclosureusa,org,
unless the SEC has withdrawn the interpretive advice stated in its letter to the MAC dated September
7, 2004
(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
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 this 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,
,hall give any benefit or any legal or equitable eight, remedy, or claim hereunder to any other person,
[he 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 this Section or otherwise, except as expressly provided
herein, The City does not make any representation or warranty concerning such information or its
'Jsefulness to a decision to invest in or sell Certificates of Obligation at any future date
(iii) UNDER NO CIRCUMST A~CES SHALL THE CITY BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OF OBLIGATION
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 FAULTON ITS PART, OF ANYCOVENMH SPECIFIED IN THIS SECTION, BUT
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EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOROR
ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MMTIAMUS OR SPECIFIC PERFORMfu"lCE
(iv) No default by the 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
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 ofthis 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
3ectlon, 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
:nto account any amendments or interpretations of the Rule since such offering as well as such
changed circumstances and (2) either (a) the registered owners ofa 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 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 will not materially impair the interest of the registered owners and beneficial owners
of the Certificates of Obligation 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 may also amend or repeal the provisions of this continuing disclosure agreement if the SEC
-28-
amends or repeals the applicable provision of the Rule or a court offinaljurisdiction 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
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" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered under Section 17 A 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 ofDTC 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-entrj 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 ofDTC and its participants pursuant to rules and regulations established by them, and
chat the Certificates of Obligation initially deposited with DTC shall be immobilized and not be further
exchanged for substitute Certiticates of Obligation except as hereinafter provided The City is not
responsible or liable for any functions ofDTC, will not be responsible for paying any fees or charges
-2~-
with respect to its services, will not be responsible or liable for maintaining, supervising, or reviewing
the records ofDTC 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
system, the beneficial ownership ofthe 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 AgentfRegistrar with proper request
for transfer and substitution, as provided for in this Ordinance, substitute Certificates of Obligation
""ill be duly delivered as provided in this Ordinance, and there will be no assurance or representation
chat 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
reciuired to be rebated to the United States of America pursuant to this Ordinance hereof in order to
-30-
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 1201029, Texas
Government Code The City Council hereby finds that the sum of the aggregate principal amount of
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 1 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
m the name and under the seal and on behalf of the City ail 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
~3 1-
Section 25, RULES OF CONSTRUCTION That for all purposes ofthis Ordinance, unless
the context requires otherwise, all references to designated Sections and other subdivisions are to the
Sections and other subdivisions of this Ordinance The words "herein", "hereof' and "hereunder"
and other words of similar import refer to this Ordinance as a whole and not to any particular Section
or other subdivision Except where the context otherwise requires, terms defined in this Ordinance
to impart the singular number shall be considered to include the plural number and vice versa
References to any named person means that party and its successors and assigns References to any
constitutional, statutory or regulatory provision means such provision as it exists on the date this
Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof
Any reference to the payment of principal in this Ordinance shall be deemed to include the payment
,Jf 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 ofYTC.A,
Government Code, Section 120 1,028, this Ordinance shall be effective immediately upon its adoption
by the City Council
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ADOPTED this 14th day of June, 2005
Mayor
ATTEST
c s ~ Ch.-.'
Ity ecretary, Ity 0 orpus nst!, exas
APPROVED TillS 14TH DAY OF JUNE, 2005
V1ARY KAY FISCHER, CITY ATTORNEY
y~ #r.~
-33-
(SEAL)
FORM OF CERTIFICATE
NO R-
UNITED STATES OF AMERICA
ST ATE OF TEXAS
COUNTIES OF NUECES AND SAN P A TRICIO
CITY OF CORPUS CHRISTI, TEXAS
COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATIO1\<
SERIES 2005
(LANDFILL PROJECT)
$
MATURITY DATE
INTEREST RATE ORIGINAL ISSUE DATE CUSIP
% June l, 2005
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, 2006, and
semiannually on each September I 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, 2006, 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
Clf 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
coriJorate trust office in Dallas, Texas (the "Designated Trust Office") of The Bank of New York
Trust Company, N,A (the "Paying Agent/Registrar") The payment of interest on this Certificate
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
~he month next preceding such interest paymeGt 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 Agent/Registrar, 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 trom 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 which 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
'he State of Texas in the principal amount of $14,520,000 FOR THE PURPOSE OF
PROVIDING PAH.T 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 20 and
FM 2444, for the construction of the landfill with buildings, cover systems, gas collection systems,
equipment, maintenance facilities, leachate collection systems, liners, roads, environmental
monitoring equipment, communication equipment, all hardware, software and licensing required
for billing systems and other improvements necessary to open and operate said landfill, the
~onstruction of a drainage ditch and outfall south of said landfill site relating to the development
of said landfill, the construction of improvements to the J. C Elliott landfill in the vicinity of SH
286 (Chapman Ranch Road) and SH 357 (Saratoga Boulevard) including cell construction, final
~over systems, gas collection system moditications, ground water monitoring and transfer station
improvements, and the payment of fiscal, engineering and legal fees incurred in connection
therewith
ON SEPTEMBER I, 2015, or on any date thereafter, the Certificates of this Series
maturing on September I 2016 and thereafter mav be redeemed prior to their scheduled matur-
ItIes, at the option of the Issuer, with funds derived from any available and lawful source, as a
whole, or in part (provided that a portion of a Certificate may be redeemed only in an integral
multiple of $5,000), at par and accrued interest to the date fixed for redemption The years of
maturity of the Certificates called for redemption at the option of the Issuer prior to stated
maturity shall be selected by the Issuer The Certificates or portions thereof redeemed within a
maturity shall be selected at random and by lot by the Paying Agent/Registrar; provided, that
during any period in which ownership of the Certificates is determined only by a book entry at a
securities depository for the Certificates, if fewer than all of the Certificates of the same maturity
and bearing the same interest rate are to be redeemed, the particular Certificates of such maturity
and bearing such interest rate shall be selected in accordance with the arrangements between the
Issuer and the securities depository
THE CERTIFICATES are also subject to mandatory redemption in part by lot pursuant to
the terms of the Certificate Ordinance, on September] in each of the years 2025 through 2028,
with respect to Certificates maturing September 1, 2029, and on September I in each of the years
2030 through 2035, with respect to Certificates maturing September 1, 2036, in the following
years and in the following amounts, at a price equal to the principal amount thereof and accrued
and unpaid interest to the date ofredemption, without premium:
Year
2025
2026
2027
2028
2029*
2030
2031
2032
2033
2034
2035
2036*
Principal Amount ($)
510,000
535,000
565,000
590,000
625,000
655,000
690,000
725,000
760,000
800,000
840,000
885,000
*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 deposirory
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 tinancial 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
: ssuer, all as provided in the Certificate Ordinance
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered
certificates, without interest coupons, in the denomination of any integral multiple of $5,000, As
provided in the Certificate Ordinance, this Certificate, 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 certificates, 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 Certificate to
the Paying Agent!Registrar at its Designated Trust Office for cancellation, all in accordance with
the torm 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 form 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 Agent!Registrar may be
used to evidence the assignment of this Certificate or any portion or portions hereof from 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 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 certificates 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 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 Agent/Registrar 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 provisions, 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
IO 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 therefrom, as
provided in the Certitlcate Ordinance, have been pledged as addilionai 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
xxxxx
City Secretary, City of
Corpus Christi, Texas
xxxxxx
Mayor, City of Corpus Christi, Texas
(SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that 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 NEW YORK TRUST
COMP.A.NY, NA
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 within Certificate
of Obligation on books kept for registration thereof, with
iull 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 Certiticate 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
REGISTER NO,
STATE OF TEXAS
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 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
Certificate has this day been registered by me
\\ilTNESS 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
Exhibit B
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following 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
2 Appendix C, "Combined Financial Statements of the City of Corpus Christi, Texas for the
Fiscal Year ended July 31,2004,
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 P A TRICIO
CITY OF CORPUS CHRISTI
!, 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 14th
day of June, 2005, authorizing the issuance of $14,520,000 Combination Tax and Revenue
Certificates of Obligation, Series 2005 (Landfill Project), which ordinance is duly ofrecord in the
minutes of said City Council, and said meeting was open to the public, and public notice of the
,ime, 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 14th day of June,
2005
Ci" ~'Clrri'~ T~",
(SEAL)
Corpus Christi, Texas
~daYOf ~A/l\.g /
,2005
TO THE MEMBERS OF THE CITY COUNCIL:
Corpus Christi, Texas
For the reasons set forth in the emergency clause of the foregoing ordinance, an emer-
gency exists requiring suspension of the Charter rule as to consideration and voting
upon ordinances at two regular meetings: I/we, therefore, request that you suspend
said Charter rule and pass this ordinance finally on the date it is introduced or at the
present meeting of the City Council.
Respectfully,
Respectfully,
Council Members
The above ordinance was passed by the following vote:
Henry Garrett
Brent Chesney
Melody Cooper
Jerry Garcia
Bill Kelly
Rex A. Kinnison
John E. Marez
Jesse Noyola
Mark Scott
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EHord164.doc
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