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HomeMy WebLinkAbout027143 ORD - 02/13/2007CERTIFICATE FOR ORDINANCE 1'HE STA1 E OF 'I EXAS COUNTIES OF NIECES AND SAN PATRICK) CI TY OF CORPUS CHRISTI on this the 13th day of February, 2007, 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: Flenr4 Garrett Brent Chesney, Melody Cooper_ Jerry Garci.t, Bill Kelly_ Rex Kinnison. John Mare,, Jesse Novola, Mark Scotl George K Noe, Mary Kay Fischer. Cindy O'Brien. Armando Chapa, \favor Councilmembers City Manager, City Attorney, Director of Financial Services, City Secretary s'Clabsent thus constituting a quorumat which time the following among other business .gas transacted. City Manager George K Noe presented for the consideration of the Council an ordinance authorizing the sale of certificates of obligation. The ordinance was read by the City Secretary. The motion to pass the ordinance was carried by the following vote. \YES All members of the City Council shown present above voted Nye" NAYS \one ABST.A1\ None ABSENT WHEN VOTING N—(1 The Mavor announced Mat the ordinance had been passed. The ordinance is as follows. ORDINANCE NO j 2_7 l -13 ORDINANCE BY 1 HE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, PROVIDING FOR THE ISSUANCE OF CITY OF CORPUS CHRISTI, TEXAS, COMBINATION TAX AND 11-1LITY SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 2007, I\ AN AGGREGATE PRINCIPAL AMOUNT NOT 1N EXCESS OF 51 i 0( :0,000, AND ORDAINING OTHERMATTERS RELATING TO THE SUBJECT" WHEREAS. the City of Corpus Christi, Texas (the "City" or the "Issuer") is a "defense conimunsty as such term w, defined in Section 397 001. Texas Local Government Code; and WHEREAS in accordance \. ith the applicable provisions of Chapter 436, Texas Government Code. the ('ity prepared and submitted an application to the Texas Military Preparedness Commission (the "Ty1PC") seeking financial assistance for the projects described in Section 1 of this Ordinance to enhance the military value of military facilities located in, near, or adjacent to the City; and WI IEREAS. the TMPC approved the City's application for financial assistance, and requested the Texas Public Finance-Authorit' (the ''TPFA" 1 to provide financial assistance for the projects described in Section 1 of this Ordinance and WHEREAS. the TPFA has agreed to purchase certificates of obligation issued by the City to finance the projects approv ed by the TMPC; and \WHEREAS. on the 23rd day of Januan . 2007. the City Council of the City passed a resolution authorizing and directing notice of its intention to issue the Certificates of Obligation herein authorized to be issued in an aggregate principal amount not to exceed $11,000,000, to be published in a newspaper as requires by Section 271 .049 of the Texas Local Government Code; and WHEREAS_ said notice vvas published on January 28, 2007 and February 4, 2007 in the ( '£u'pus ( hristi ('alley- limes, a "newspaper" as described in Section 2051.044, Texas Government rode all as required by Section 27 )49 of the Texas Local Government Code ("Section 271.049"); V\ H EREAS_ no petition. signed by 5° o of the qualified electors of the City as permitted by Section 2 7'. 049 protesting the issu.tnce of such Certificates of Obligation, has been filed with the City and WHEREAS the ( ertificates of Obligation hereinafter authorized are to be issued and delivered pursuant to Subchapter C of Chapter 271 of the Texas Local Government Code; EBF IT ORDAINED BY TFFE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, FL X AS Section 1 AUTHORIZATION OF CERTIFICATES OF OBLIGATION. That the Certificates of Obligation to be issued by the Cite. designated the "City of Corpus Christi, Texas CE)mbination Tax and I'tility System Revenue Certificates of Obligation, Series 2007", are hereby authorized to be issued and delivered 1n the principal amount of S6,985,000, for the purpose of pt oviding part of the funds for paving contractual obligations to be incurred by the City, to -wit: the construction of the partial relocation cif Flour Bluff Drive and land acquisition at Waldron Field (including, without limitation, street construction, paved shoulders, pavement markings, and associated roadside drainage)_ and the payment of fiscal, engineering and legal fees incurred in connection therewith. "Lite term 'Certificates" as used in this Ordinance shall mean and include colectivelvthe Certificates of Obligation initially issued and delivered pursuant to this Ordinance and all substitute Certificates k>f Obligation exchanged therefor, as well as all other substitute Certificates ofObligation and replacement Certi ticates of Obligation issued pursuant hereto, and the term "Certifi- .:ate" shall mean anv of the Certificates Ce Section 2 DATE, ificates shall initially he without interest coupons. c. Schedule 1 to this Ordinanc multiple thereof(an "Author to the TPF A upon the initia unees of the Certificates as and the Certificates shall m forth in Schedule Ito this (, DENOMINATIONS, NUMBERS AND MATURITIES. That the issued, sold and delivered hereunder as fully registered certificates, +ated March 1 2007_ in the respective principal amounts set forth in e The Certificates shall be in denominations of $5,000 or any integral ized Denomination"), numbered consecutively from R-1 upward, payable deliver\ of the Certificates, and thereafter to the registered assignee or or any pIrtion or portions thereof (in each case, the "registered owner"), ature on the maturity date, in each of the years and in the amounts as set )rdinanci section 3 REDEMPTION. (a Optional Redemption. That the City reserves the right to redeem the Certificates maturing on or after September 1, 2017, in whole or in part, in the principal amount of $5,000 or anv integral multiple thereof, on September 1, 2016, 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 ('iiv The Certificates or portions thereof redeemed within a maturity shall be selected at random and by lot by the Paying Agent;Registrar (h) MandalHrt, Redemption The Certificates are not subject to mandatory sinking fund redemption prior to their scheduled maturities (t) Notice At least (i days prior to the date fixed for any such redemption, (i) a written notice of such redemption shall he 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 ofth,2 City and at the City's expense addressed to each such registered ier at his address shown on the Registration Books (hereinafter defined) of the Paying \gent/Registrar (hereinafter defined) 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 or the State of Texas carrying as a regular feature notices of municipal bonds called for redemption; pr>vided 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 an. Certificate, and it is hereby specifically provided that the publication of notice described in (i! 1 above shall be the only notice actually required in connection writ or a prerequisite to the redemption of any Certificate, and provided, further, that the foregoing notwithstanding_ if the TMPC is the registered owner or beneficial owner of 100% in aggregate principal amount of the t,ertitieates, it is hereby specifically provided that the mailing of notice described in (i) above to the TMPC shall be the only notice actually required to be given in connection with or as a prerequisite to the redemption of any Certificate. By the date fixed for any such redemption due provision shall be made by the City with the Paying Agent/Registrar for the payment of the required redemption price for the Certificates or the portions thereof which are to be sredeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of t edemptron is given, and if due provision for such payment is made, all as provided above, the ertifrcates, or the portions thereof, which are to be so redeemed, thereby automatically shall be edeemed prior to their scheduled maturities, and shall not bear interest after the date fixed for their -edemption, and shall not be regarded as being outstanding except for the right of the registered owner ui 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 :hall record in the Registration Books all such redemptions of principal of the Certificates or any -4- oortion thereofif a portion of any Certificate shall be redeemed a substitute Certificate or Celiticates having the same maturty 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, Evil be issued to the regist-gyred owner upon the surrender thereof for cancellation, at the expense gat the Cit}, all as provided :n this Ordinance In addition to the foregoing_ the (_`ity shall cause the Paying Agent/Registrar to give notice oi 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 Section 4 INTEREST. that interest on the Certificates shall be payable on September 1, 2007, and semiannually thereafter on 'March 1 and September 1 of each year, until maturity or redemption prior to maturity, to the registered owner of any such Certificate as of the Record Date (as defined in the FORM OF CERT [FIC ATE) next preceding such interest payment date, in the man- ner provided in the FORN1 OF CERTIFICATE, at the rates per annum as set forth in Schedule I to this Ordinance Interest on the certificates shall be calculated on the basis of a 360 -day year consisting of twelve 30 -day months Section 5 CHARACTERISTICS OF THE CERTIFICATES. (a) That the City shall keep or cause to be kept at the corporate trust office in Dallas, Texas (the "Designated Trust Office") )f The Bank ofNoil; Trust C mpanv, N . A ( the "Paying Agent/Registrar"), or such other bank, dust company, financial institution, oi other agency named in accordance with the provisions of subsection (g) of this Section hereot hooks or records of the registration and transfer of the Certificates (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as :ts egistrar and transfer agent to keep such books or records and make such transfers and registra- cotits under such reasonable regulations as the City and the Paying Agent/Registrar may prescribe; and the Paving Agent Registrar shall nake such transfers and registrations as herein provided. The C uv Manager or the designee thereof is hereby authorized to execute a "Paying Agent/Registrar Agreement in such form attached hereto as is approved by the City Attorney. It shall be the duty of the Paving 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 regu'ar 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 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 cancella- ti.>n_ together with proper vritten instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of such certificate, or any prtion thereof in any Authorized Denomination to the assignee or assignees thereof, and the right o such assignee or assignees to hace such certificate or any such portion thereof registered in the name of such assignee or assignees. L non the assignment and transfer of any Certificate or any rtion thereof, a new substitute Certificate or Certificates shall be issued in exchange therefor in the p manner herein provided h i The entity in vv hose nacre an\ 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 ..)r not such Certificate shall be overdueand 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, ;t an' . and interest on any ,uch Leri ificate shall be made only to such registered owner. All such aa% menti shall be valid and effectual to satisfy and discharge the liability upon such certificate to the extent of the sum or sums so paid (;) The Cit hereb\ 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 iii this Ordinance The Paying Agent/Registrar shall keep proper re or -ds .tf all payments made by -he City and the Paying Agent/Registrar with respect to the Certificates, and of all exchanges osuch 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 hereof 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 cr assignees thereof or its or their duly authorized attorneys or representatives. with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option c ; the registered owner or such assignee or assignees_ as appropriate, be exchanged for fully regis- tered egis-tered Certificates. without interest coupons, in the form prescribed in the FORM OF CERTIFICATE, in any Authorized Denomination i 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 .1r such assignee 01 assignees. in fin aggregate principal amount equal to the unredeemed principal amount o any- Certificate or Certificates so surrendered, and payable to the appropriate registered ner, assignee or assignees, as the :,ase may be If a portion of any Certificate shall be redeemed s scheduled maturnt_y as provided herein. a substitute Certificate or Certificates having the the same rate:. in any Authorized Denomination at the request prier to same matul Ity date hearing interest of the registered owner. and in an thereof, i1I be issued to the regist Cert ficate or portion thereof is assig h II have ' he same maturity date an aggregate principal amount equal to the unredeemed portion ered owner upon surrender thereof for cancellation. If any ned and transferred, each Certificate issued in exchange therefor d hear interest at the same rate as the Certificate for which it is being exchanged. Each substitute ( ertificate 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 herein, and each full\ registered certificate or certificates delivered in exchange for or replacement oany Certificate or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Certificates for all purposes of this Ordinance. and may again be exchanged or replaced It is specrficallprovided. however. that any Certificate delivered in exchange for or replacennent of another Certificate prior to the first scheduled interest payment date on the Certificates (as stated on the face tnereo substitute Certificate so delivered en or as of the interest payment date precedin unless such substitute Certificate i deli elated as of such date of delivery, provi( ertificatethe interest on the Certificate substitute Certificate shall be dated as f i shall be dated the same date as such Certificate, but each after such first scheduled interest payment date shall be dated u the date on which such substitute Certificate is delivered, ered on an interest payment date, in which case it shall be led. however, that if at the time of delivery of any substitute for which it is being exchanged has not been paid, then such «f the date to which such interest has been paid in full. On each substitute Certificate issued in exchange for or replacement of any Certificate or Certificates issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate the "Authentication Certificate"), in the form hereinafter set forth in the FORM OF CFRTIFI( ATE 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 abo%e, and manually sign and date the Authentication Certificate, and no such substitute Certificate shall be deemed to be issued or outstanding unless the Authentication Certificate is so executed. The Paving Agent/Registrar promptly shall cancel all Certificates surrendered for exchange or replace- ment No additional ordinances. orders or resolutions need be passed or adopted by the City Council o any her bode or person so as to accomplish the foregoing exchange or replacement of any Certificate or portion thereof, and the Paving Agent/Registrar shall provide for the printing, execu- tionand delivery of the substitute Certificates in the manner prescribed herein. Pursuant to Chapter 1 206, Texas Government (.'ode_ the duty of exchange or replacement of any Certificates as aforesaid is hereby imposed upon the Paying ..Agent/Registrar, and, upon the execution ofthe Authentication (`certificate, the exchanged or replaced certificate shall be valid, incontestable, and enforceable in the sante manner and with the same efect as the Certificates which originally were delivered pursuant to this Ordinance. approved by the Attorney General of the State of Texas (the "Attorney General"), and registered by the Comptroller- of Public Accounts of the State of Texas (the "Comptroller"). \eithet the City no the Paying Agent/Registrar shall be required (1) to issue, transfer, or exchange anv Certificate during a period beginning at the opening of business 30 days before the day ofthe first mailing of a notice of redemptior of Certificates and ending at the close of business on the day of _9_ 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. (t) All Certificates issued in exchange or replacement of any other Certificate or portion thereof (i) shall be issued in tulle registered form. without interest coupons, with the principal of and interest on such Certificates to be pa able only to the registered owners thereof, (ii) maybe redeemed prror to their scheduled maturities. ( in) may be transferred and assigned, (iv) may be exchanged for other Certificates_ ( shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal ot'and interest on the Certificates shall be payable, all as provided, and in the manner re- quired or indicated, in the FORM OF CERTIFICATE (= j The Cita shall pay all of r he Paving Agent/Registrar's reasonable and customary fees and charges for making transfer, and exchanges of Certificates, but the registered owner of any Certificate requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto In addition, the City hereby covenants with the registered owners of the Certificates that it will pay (t) the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services wirlt respect to the payment of the principal of and interest on the C ertificates, when due, and (ii) the fees and charges of the Paying Agent/Registrar for services with respect re the transfer or • egistratron of Certificates solely to the extent above provided, and with respect to the exchange of Certificates solely to the extent above provided. I g) The City covenants wish the registered owners of the Certificates that at all times while the Certiticates are outstanding the City will provide a competent and legally qualified bank, trust company financial institution, or or her agency to act as and perform the services of paying agent and t egistrar and transfer agent for the Certificates under this Ordinance, and that the Paying Agent/- Registrar w ;ll be one entity The (Tit\ reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 6( dans 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 :ether method) should resign or otherwise cease to act as such, the City covenants that promptly it appoint a competent and legally qualified national or state banking institution which shall be a corporation organized am, doing business under the laws of the United States of America or of any stateauthorized 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 Paving Agent/Registrar, the previous Paving 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 news Paying \gent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by, the new Paying Agent- Registra' to each registered owner of the Certificates, 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 10 have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (h) (11 in addition to the manner of providing notice of redemption of Certificates as set tbrth in this Ordinance, the Paying Agent/Registrar shall give notice of redemption of Certificates by I nited States mail, first-class postage prepaid., at least 30 days prior to a redemption date to each vi RMS 1R and the SID ! each as defined in Section 20 hereof) In addition, in the event of a II- redemption caused by an ad\ ance refunding of the Certificates, the Paying Agent/Registrar shall send a second notice of redemption to the 1.M P('. the TPFA, and the persons specified in the immediately preceding sentence al least t0 days Put not more than 90 days prior to the actual redemption date. Ar w notice 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 an owner of a Certificate who has not sent the Certificates in for redemption 60 days after the redemption date n) Each redemption notice whether required in the FORM OF CERTIFICATE or otherwise by this Ordinance, shall contain a description of the Certificates to be redeemed, including the. complete name ofthe Certificates,, the series, the date of issue, the interest rate, the maturity date, the CUS lP numbei . 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 (certificate may be redeemed, including a contact person and telephone number (ii l A!1 redemption payments made by the Paying Agent/Registrar to the registered owners of the Certificates shall include CUSIP numbers relating to each amount paid to such registered owner Section 6 FORM OF CERTIFICATES. That the form ofthe Certificates, including the form of he Authentication Certificate.the form of Assignment and the form of Registration ( ertificate of the Comptroller the "Comptroller's Certificate") to be attached to the Certificates iintially issued and delivered pursuant to this Ordinance, shall be in substantially the form as set forth in Exhibit A to this Ordinance, «ith such appropriate variations, omissions, or insertions as are permitted or required by this Ordinancel'he printer of the Certificates is hereby authorized to print on he Certificates (il the term of bond ,:ounset's opinion relating to the Certificates, and (ii) an appropriate statement of insurance furnished by a municipal bond insurance company providing murncipai bond insurance, i'any_ covering all or any part ofthe Certificates. Section 7 DEFINITIONS. That the term "Code" shall mean the Internal Revenue Code of 198b_ and any amendment thereto: the term "Surplus Revenues" shall mean those revenues from the operation ofthe City's C. tility System. remaining after payment of all operation and maintenance ex- penses thereof and ether obligations heretofore or hereafter incurred to which such revenues have been or shall be encumbered by a lien on and pledge of such revenues superior to the lien on and pledge of such revenues the (ertiticates; the term "TMPC" shall mean the Texas Military Preparedness Commission the term "TPF A" shall mean the Texas Public Finance Authority; and the term "Utility System" shall inean the City's combined waterworks system, wastewater disposal system and gas system. Section 8 INTEREST AND SINKING FUND. That a special fund or account, to be designated the "City of Corpus Christ:, Texas Series 2007 Combination Tax and Limited Surplus C tihty System Revenue Certificate of Obligation Interest and Sinking Fund" (the "Interest and Sinking Fund") is hereby treated and shall be established and maintained by the City at its official depository The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts ofthe ('qty and shall he used only for paying the interest on and principal ofthe Certificates. \nv accrued interest deri' ed from the sale of the Certificates shall be deposited to the credit of the Interest and Sinking Fund Ali ad v alorem taxes levied and collected for and on account of the Cer- tificates shall he deposited. as collectedo the credit of the Interest and Sinking Fund. During each \'ear while any of the Certificates are outstanding and unpaid, the governing body of the City shall �onrpute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls rhe City with full allowances being made for tax delinquencies and the cost of tax collections, which will he sufficient to raise and pi oduce 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 ofthe Certificates as such principal matures. but never less than 2% of the original amount of the Certificates as a sinking fund each ' ear. Such rate and amount of ad valorem tax is hereby ordered to be levied against all tax- able property in the (pity fol 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 In=erest and Sinking Fund. The ad v;iioren-i taxes necessary to pay the interest on and principal ofthe Certificates- as such interest comes iue and such principal matures or comes due through operation of the mandatory sinking fund redemption to the extent provided in the FORM OF CERTIFICATE, are hereby levied and ordered to be Levied and pledged for such payment, within the limit prescribed b� law. There shall be appropriates from the General Fund of the City for deposit into the Interest and Sinking Fund moneys as may he necessary to pay the scheduled interest payments on the Certificates through Marci 1, 2008 Section 9 REVENUES. Chat the Certificates are additionally secured by and shall be payable from the Surplus Revenues The Surplus Revenues are pledged by the City pursuant to authority rf Chapter 502 Texas Government Code, particularly Section 1502.058 thereof. The Is- suer shall deposit such Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant 'o Section 8. to the extert necessary to pay the principal and interest on the Certificates. Anything in this Ordinance to the contrary notwithstanding, if the City deposits or budgets to be -11 .deposited in the Interest and Sinking Fund anv other revenues, income or resources, including, without limitation. Surplus Revenues (the "Available Revenues"), in advance of the time when ad valorem taxes are scheduled to be levied for anv year, then the amount of taxes which otherwise vV( uld have been required to he le%ted may be reduced to the extent and by the amount of the Av ailable Revenues then or deposit or budgeted to be deposited in the Interest and Sinking Fund. Section 10 TRANSFER. That the City shall do any and all things necessary to accomplish thtransfer of monies to t Interest and Sinking Fund in ample time to pay the principal of and interest on the Certificates .vhen due Section 11 SECURITY FOR FINDS. 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 the interest and Sinking Fund shall be used only for the purposes and in the manner permitted o required by this Ordinance Chapter 1208, Texas Government Code, applies to the issuance ot the Certificates and the pledge of ad valorem taxes and the Surplus Revenues granted b‘ the ( ity under Sections 8 and 9, and such pledge is therefore valid, effective, and perfected. If Texas lay 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 io the filing requirements ot Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners f the Certificates the perfection of the security interest in said pledge. the City agrees to take such measures as it determines are reasonable and necessary under 1 exas 1avv 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. -15- Section 12 DEFEASANCE OF CERTIFICATES. (a) Defeased Certificates. That any Celiiicate 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) ofthis Section, when payment of the principal of such Certificate, plus interest thereon to the due date (whether such due date he 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 io, on or before such due nate by rrevocably 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 1) lawful money of the United States of America sufficient to make such payment or l2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the a\ ailability, without reinvestment, of sufficient money to provide for such payment. and when proper arrangements have been made by the Issuer with the Paying Azent/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 Notwrthstand tg any ether provision of this Ordinance to the contrary, it is hereby provided that any determination no to redeem Defeased Certificates that is made in conjunction with the payment arrangements specified in subsection 12(a)(i) or (ii) shall not be irrevocable, provided that in the proceedings providing tier such payment arrangements. the Issuer expressly (1) reserves the right to call the Defeased Certticates for redemption, (2) gives notice of the reservation of that I 'gilt to the owners of the Defeased Certificates immediately following the making of the payment arrangements; and (> 1 directs that not ice oft he reservation be included in any redemption notices that authoriies (h) irr 1)efea.<ancc -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 °-eceived 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 o‘ el to the Issuer. r depos,ted as directed in writing by the Issuer. Any Future Escrow \greement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased ('ertiticates may contain provisions permitting the investment or reinvestment of such moneys n Defeasance Securities r 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 Paving Agent/Registrar which is not required for the payment of the Deceased Certificates, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited is directed in writing by the Issuer. 1)efea.sancu Securities Defined. The term "Defeasance Securities" means (i) direct, noncallable obligations of the Unitec 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 of 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 t' go.erning hodof 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 e:quivaient (l) faring Ageirt'Regrsrr ar Services I intil all Defeased Certificates shall have become due and pati able. the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if hey had not been defeased, and the Issuer shall make proper arrangements to provide and pay fo, such services as required by this Ordinance. Section L' DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES. +;a) Replacement ('erotica/es That in the event any outstanding Certificate is damaged mutilated. lost, stolen_ or jestroved, 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, iost, stolen, or destroyed Certificate, in replacement for such Certificate m the manner hereinafter provided b) Applrcatiun for Replacement t 'ertrficates. That application for replacement of damaged, mutilated, Lost, stolen, or destroyed Certificates shall be made by the registered owner thereof to the Paving Agent/Registrar In every case of loss. theft, or destruction of a Certificate, the registered owner applying for a replacement certificate shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may he required by them to save each of them harmless from an' loss or damage kk ith respect thereto. Also, in every case of loss, theft, or destruction of a Certificatethe registered Downer shall furnish to the City and to the Paying Agent/Registrar evidence tc. their satisfaction of the loss,thef� 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. (r 1'01Occirrrecl That notwithstanding the foregoing provisions of this Section, in 'h€ event any such (`ertifit•ate shal have matured, and no default has occurred which is then continuing ;n the payment of the principal of or interest on this Certificate, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate t 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 panting, and other expenses in connection therewith. Every replacement Certificate issued pursuant to the pr,'visrons of this Section by virtue of the fact that any Certificate :s lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost stolen or destroyed Certificate shall he 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. Authority: for Issuing Replacement ('ertificates That in accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of ally such replacement Certificate without necessity of further action by the City or any other body or person, and the duty of the replacement sof such Certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paving Agent/Registrar shall authenticate and deliver such Certificates in the firm and manner and with the effect, as provided in Section 5(a) of this Ordinance for Certificates issued in conversiol and exchange of other Certificates. Section 14 COVENANTS REGARDING TAX EXEMPTION. That the City covenants to retrain Porn any action 'vhich would adversely affect, or to take such action as to ensure, the treatment of -the Certificates as obligations described in section 103 of the Code, the interest on which !s rot includable in the ''gross income' )t` the holder for purposes of federal income taxation. In furtherance thereof_ the Cit°v covenants as follows. 1 a) to take any action to assure that no more than 10 percent of the proceeds of the Certificates (less amounts deposited to a reserve fund, if any) are used for any "private business use. " as defined in section 141(b)(6) of the Code or. if more than 10 percent of the proceeds are so used, that amounts_ whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement. directly or indir ect1\ , secure or provide for the payment of more than 10 percent of the debt service on the (,N-titicates, in contravention of section 141(b)(2) of the Code; �b t to take any action ,o assure that in the event that the "private business use" described in clause (a) hereof exceeds 5 percent of the proceeds of the Certificates (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" ti, hich is "related" and not "disproportionate", within the meaning If section 141(b)(3) of the t- ode_ to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of S5 000.000_ or five percent of the proceeds of the Certificates (less amounts deposited into reserve fund. if any) is directly or indirectly used to finance loans to persons, other than state or local govei nmental units.. in contravention of section 141(c) of the Code; -211- (d) to refrain from taking any action which would otherwise result in the Certificates being treated as specified private activity bonds" within the meaning of section 141 b) of the ('ode_ (e) to re'iain fron. taking any action that would result in the Certificates being "tederally ,guaranteed" within; the meaning of section 149(b) of the Code; (f) to refrain from using any portion of the proceeds of the Certificates, directly or indirectlytor 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 o» er the term of 'he Certificates other than investment property acquired with -- proceeds of the Certificates invested for a reasonable temporary period of three year or less until such proceeds are needed for the purpose for which the Certificates are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1148-1(b, of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Certificates (g) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of the (ertificates, as may be necessary, so that the Certificates do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, t.) the extent applicable, section 149(d) of the Code (relating to advance refundings); and -2 1 - (h) to pav to the United States of America at least once during each five-year period (beginning 01 the date of delivery of the Certificates) an amount that is at least equal to ')0 percent of the 'Excess Earnings," within the meaning of section 148(f) ofthe Code and to pay to the ( nited States 0t America, not later than 60 days after the Certificates have been par tf in full. 100 percent of the amount then required to be paid as a result of Excess Earnings under section l48(1) of the Code For purposes of the foregoing clauses (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 ponds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance ofthe Certificates. It is tie understanding ofthe City that the covenants contained herein are intended to assure compliance v ith the Code and any regulations or rulings promulgated by the li S Department of the Treasury Pursuant thereto In the event that regulations or ruling are hereafter promulgated which modity or expand provisions of the Code, as applicable to the Certificates. the City will not be required to comply with any covenant contained herein to the extent that such failure to eomplti in the opinion of nationally -recognized bond counsel, will not adversely affect the exemption from 'ederal income taxation of interest on the Certificates under section 103 o the Code- In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Certificates, the City agrees to comply with the additional requirements to the extern necessary, in the opinion of nationally -recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Certificates under section 1+) 3 ofthe Code In turthei ance 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 per mltted by the Code as ai e consistent with the purpose for the issuance of the Certificates. Ir: order to facilitate compliance with clause (h) above. a "Rebate Fund" is hereby established by the Citi for the sole benefit of the United States of America, and the Rebate Fund shall not be sun ect to the claim ()laity other person including without limitation the holders of the Certificates. The Rebate Fund s established for the additional purpose of compliance with section 148 of the Code Section 15 ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE PROJECT. That the Issuer covenants to account for the expenditure of proceeds from the sale of the ("ertiticates and any investment earnings thereon to be used for the purposes described in Section 1 ,�f this Ordinance such t)urpose 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 ofnationally-recognized bond counsel substantially to the effect that such expenditure will not adversely affect the tax-exempt status of the Certificates For purposes hereof. -he 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 -.ubstantiaily to the effect that such sale or other disposition will not ad erselv affect the tax-exempt status of the Certificates For purposes of the foregoing, the portion of the property comprising )ersonal property and disposed in the ordinary course shall not be treated as a transaction resulting 1 i 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 City Manager ofthe City ;s 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_ and their registration by the Comptroller. Upon registration of the Certificates the Comp- troller i or a deputy designated it writing to act for the Comptroller) shall manually sign the Comptroller's Certificate attached t heretc. and the seal of the Comptroller shall be impressed, or placed in facsimile, on the ( omptroher's Certificate The City Council hereby authorizes the payment oi the fee of the Office of the Attorney General for the examination ofthe proceedings relating to the issuance ofthe Certificates in the amount determined in accordance with the provisions of Section l ;202.004_ Texas Government Code Section 1 SALE OF CERTIFICATES. (a) Sale to Texas Military Preparedness Commission That the sale of the Certificates to the TMPC, at the purchase price described in the Loan Agreement between the City and the TMPC (the "Loan Agreement"), is hereby authorized, ratified and confirmed One Certificate in the principal amount maturing on each maturity date as set fo=ih in Schedule i attached to this Ordinance shall be delivered to the TMPC, and the TMPC shall have the right to exchange such Certificates as provided in Section 5 hereof without cost. (k) Execution of Loan Agreement That the Loan Agreement between the City and the TMPC, n substantially the form attached to this Ordinance, is hereby accepted, approved and authorized to be executed and delivered to the TMPC. In connection with the execution and delivery of the Loan Agreement. the City iereby reaffirms the representations made by the City in the application for financial assistance submitted to the TMPC i cl Proceeds from 'ale of ('ertlficates. That the proceeds from the sale of the Certificates shall be used in the manner described in the letter of instructions executed by or on behalf of the City. The foregoing notwithstanding, any proceeds representing accrued interest on the Certificates shall be deposited to the credit of the Interest and Sinking Fund Section 19 FINANCIAL INFORMATION. That the City agrees in connection with the purchase of the Certificates by the TMPC that for so long as the TMPC is a registered owner or beneficial owner of the Certificatesit will furnish to the TMPC each year while the Certificates are outstanding a copy of the City's comprehensive annual financial report (the "CAFR") promptly after the CAFR has been accepted and approved by the City Council. Section 2() CONTINUING DISCLOSURE OBLIGATION. (a) Definitions. That as used in this Section, the following ierms have the meanings ascribed to such terms below: 'MAC" means the Muncipal Advisory Council of Texas. `MSRB" means the Municipal Securities Rulemaking Board. -2 - " yRMS1R" means each person whom the SEC or its staffhas determined to be a nationally ecognized municipal securities information repository within the meaning of the Rule from time to !nye "Rule" means SEC Rule 15c:.-12. as amended from time to time. "SEC" means the tnited States Securities and Exchange Commission. "SII)" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and ,determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. (h) Annum Report, (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 2007, financial information and operating data with respect to the Cit' of the general type 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 le provided If the audit _>f 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 NRMSIR and any SID, when and if the audit report on such statements becomes available If the Cite changes its fiscal year. it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end prior to the next date by which the City otherwise would 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 ctoc;uments or may ne induced by specific reference to any document (including an official statement or other offer ng document, if it is available from the MSRB) that theretofore has been protiided to each NRMSIR and anv SID or filed with the SEC. (c) tilatertat h:vent Vottcc's rhe City shall notify any SID and either each NRMSIR or the 'VISRB, in a timely manne- of am of the following events with respect to the Certificates of Obligationif such event is anaterial within the meaning of the federal securities laws: Principal and interest payment delinquencies, Non-payment related defaults; 1 nscheduled dray s on debt service reserves reflecting financial difficulties; 4 L nscheduled draws on credit enhancements reflecting financial difficulties; 5 Substitution of credit or liquidity providers, or their failure to perform; t, Adverse tax opinions or events affecting the tax-exempt status of the Certificates, Modifications to rights of holders of the Certificates; Certificate calls: Defeasances. 10 Release, substitution, or sale of property securing repayment of the Certificates, and 1 1 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 10 provide financal information or operating data in accordance with subsection (hi of this Section by- the time requred by such subsection Any filing under this Section may be 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 ?(+04 1 d) Limitations, I)r sclanners, and Amendments (i) The City shall be obligated to observe and perform the covenants specifrec in this Section for so long as, but only for so long as, the City ,- remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the . it v in anv event vy I I give n,?tice of any deposit made in accordance with this Ordinance or applicable Maw that causes Certificates no longer to be outstanding. (ri) The proirsion' of this Section are for the sole benefit of the registered owners and beneticiai owners of the Certificates 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 pro, rde pursuant to this Section and does not hereby undertake to pry'vide am other information that may he relevant or material to a complete presentation ofthe City's financial results_ conditionor prospects or hereby undertake to update any information provided in acLordance with this Section or otherwise except as expressly provided herein. The City does not make an\ representation 01 warrant', concerning such information or its usefulness to a decision to inv est in or sell Certificates at anv future date UNDER NO CIRCIMST ANCES SHALL THE CITY BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON. IN CON TRAC 1 OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE (ITY. WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SLUCFI PERSON, 1N CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SI CFI BREACH SHALL BEI_ HMI TED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE -28 (rv..) 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 i, intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and :tate securities laws (�) 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 he 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 Certificates in the primary offering of the Certi ricates 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 registered owners of majorit 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 consent to such amendment or (b) a person that is unaffiliated with the City (such as nationalh recognized bond :ounsel) determined that such amendment will not materially impair the interest of the registered owners and beneficial owners of the Certificates. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next prop ided 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 Gty may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the pro inions of this sentence would not prevent an underwriter from lawfully purchasing or selling (ertificates in the primary offering of the Certificates. -29- Section 21 DEFAI LT AND REMEDIES (a) Events of Default. Each ofthe following rrence, or events for he purpose of this Ordinance is hereby declared to be an "Event of Desault" (i the failure to make payment ofthe principal of or interest on any ofthe Certificates when the same becomes due and payable; or ) default n the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the registered owners of the ( ertiticates, including, but not limited to, their prospect or ability to be repaid in accot dance w ith this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any registered owner to the City. (b) Remedies for t'fault (i) lJ pon the happening of any Event of Default, then and in every case, any registered owner or an authorized reps esentative thereof. including, but not limited to, a trustee or trustees therefor_ may proceed against the City, or any official, officer or employee ofthe City in their official capacity, for the purpose of protecting and enforcing the rights of the registered owners ender this Ordinance_ by mandamus or other suit, action or special proceeding in equity or at layy _ in any court of competent jurisdiction, for any relief permitted by aw, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act 'r thing that may be unlawful or in violation of any right of the registered owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all registered owners of Certificates then outstanding. Remedies Not I .xcltrsi vc -iO No remedy herein conferred or reserved is intended to be exclusive of any other a'. ailable remedy or remedies. but each and every such remedy shall be cumulative and shall be ;n addition to every other remedy given hereunder or under the Certificates or now or hereafter existing al law or n equity, provided, however. that notwithstanding any other provision ofthts Ordinance. the right to accelerate the debt evidenced by the Certificates shall not be available as a remedy under this Ordinance. (ii) "I'he exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Certificate authorized under this Ordinance, such registered owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability t r charge against the officers, employees or trustees of the Citv or the City Council (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall he charged personally by the registered owners with any liability, or he held personally liable to the registered owners under any term or provision of this Ordinance or hecause of an\ Event of Default or alleged Event of Default under this Ordinance Section 22 DTC REGISTRATION. That to the extent provided in the Loan Agreement, the Certificates may he issued and delivered in such manner that no physical distribution of the Certificates will be made to the public, and The Depository Trust Company ("DTC"), New York, New York initially will ac as depository for the Certificates, consistent with previously issued obligations by the City that are held rn book -entry farm with DTC If any Certificate is registered in the name of CEDE & CO . rhe Paying Agent/Registrar shall treat and deal with DTC the same in all espects as if it were the actual and beneficial owner thereof The City is not responsible or liable for ani functions of DT( will not he responsible for paying any fees or charges with respect to its services, .v,1l not he responsible or liable for maintaining, supervising, or reviewing the records of D1 ( or is participants. o protec'mg any interests or rights of the beneficial owners of the er silicates The Cm: does not represent nor does it in any way covenant that the initial book-entry system established with DTs will he maintained in the future The City heretofore has executed a 'Blanket Letter of Representations" =prepared by DTC in order to implement the book-entry system described above Section 23 INTEREST EARNINGS. That interest earnings derived from the investment sof proceeds from the sale the Certificates shall be used along with other proceeds for the 'worrstruction of the permanent impro .cements set forth in Section 1 hereof for which the Certificates .ire issuedprovided 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. tha: anv interest earnings on proceeds which are required to be rebated to the United States of America pursuant to this Ordinance hereof in order to prevent the ertiticates from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section Section 24 CONSTRUCTION FUND That the City hereby creates and establishes and shall maintain on the books of the City a separate fund to be entitled the "Series 2007 General improvement Bonds Construction Fund' (the "Construction Fund") for use by the City for payment «f rll lawiu' costs associated with tie acquisition, improvement and extension of the Project as hereinbefore provided There shall he deposited to the Construction Fund those proceeds from the sale ofthe Bonds specified in the letter of instructions described in Section 18(c) ofthis Ordinance. Lpon payment of all such costs. any moneys remaining on deposit in said Fund shall be transferred FIRST to the "Rebate Fund ' established pursuant to Section 14 of this Ordinance, to the extent the Cit c is liable to pay rebate aniounts tc the I Inited States of America pursuant to the terms ofthe Code and NEXT to the Interest and Sinking Fund. Section 25 OFFICIALS AUTHORIZED TO ACT ON BEHALF OF THE CITY. That the Mayor_ the C'itti Manager, any Assistant City Manager, the Director of Financial Services ofthe City_ the City Secretary or -assistant C'ity Secretary and all other officers, employees, and agents of the (ity. and each of them shall be and they are hereby expressly authorized, empowered, and directed tram time to time and at any time to do and perform all such acts and things and to execute, acknowledge, and deliver n 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 oft his Ordinance the Certificates, the Loan Agreement described in Section 18t b i of this Ordinance oz the Pa.ying .0\gent/Registrar Agreement. In case any officer whose signature appears on any Certificate shall cease to be such officer before the delivery thereof, such signature shall nevertheless be valic and sufficient for all purposes the same as if he or she had remained iu office until such. deliver\ The City Council hereby authorizes the payment ofthe fee of the Office of the Attorney General of the State of Texas for the examination of the proceedings relating to the issuance of the Certificates, in the amount determined in accordance with the provisions of Section 1202 !)04. Texas Government Code. Section 26 RU LES OF CONSTRUCTION That for all purposes ofthis Ordinance, unless the context requires otherwise, all references to designated Sections and subsections are to the Sections and subsections of his Ordinance The words "herein", "hereof' and "hereunder" and other words of similar import refe - to this Ordinance as a whole and not to any particular Section or other subdivision Except vy here he 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 an named person means that party aid its successors and assigns References to any constitutional, statutory oT regulatory provision means such provision as it exists on the date this Ordinance is adopted k the City and arty 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 Lund redemption .payments as described herein. Any reference to "FORM OF CERTIFIC \TE" shall refer to the fc:tm 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 ,:onvenience 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 The findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all purposes Section 27 IMMEDIATE EFFECT. That in accordance with the provisions of V.T.C.A., (oy ernment Code, Section 1201 028. this Ordinance shall be effective immediately upon its adoption tw the City Council Section 28 CONFLICTING PROCEEDINGS. That all ordinances and resolutions or parts thereof in conflict herewith are hereby repealed ADOPTED this 13th day of February, 200" Mayor, City of ' orpus Christi, Texas A1`TES"1 City Secretary, City of Corpus Christi, Texas APPROVED THIS DAY OF FEBRUARY, 2007 MARY KAY FISCHER, CITY AT IORNEY (SEAL) SCHEDULE I The Certificates shall mature on September 1 in each of the years, in the amounts, and bear interest at °he interest rates per annum. as set forth in the following schedule: YEARS AMOUNTS (5) INTEREST RATES (%) 2010 290,000 4.000 2011 300,000 4.000 2012 315,000 4.000 2013 325,000 4.000 2014 340,000 4.250 2015 355,000 4.250 2016 370,000 4.250 2017 385.000 4.000 2018 405,000 4.000 2019 420,000 4.000 2020 435,000 4.125 2021 455.000 4.125 2022 475.000 4.250 2023 495.000 4.250 2024 515,000 4.375 2025 540.000 4.375 2026 565,000 4.375 -36- 1 ORM OF CERTIFICATE NO R- $ t'NI I EI) STATES OF AMERICA ST ATE OF TEXAS COLINTIES OF NUECES AND SAN PATRICIO CITY OF CORPUS CHRISTI, TEXAS COMBIN ATION 1 AX AND UTILITY SYSTEM REVENUE CERTIFICATE OF OBLIGATION SERIES 2007 MATURITY DATE INTEREST RATE DATE OF DELIVERY CUSIP March 15. 2007 ON THE MATURITY DATE specified above, THE CITY OF CORPUS CHRISTI, FE X \S (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 Date of Delivery specified above, on September 1, 2007, and semiannually on each March 1 and September 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 thi- Certificate is required to be authenticated and the date of its authentication is later than September 1 2007, such interest is payable semiannually on each March 1 and September 1 following such date. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America. without exchange or collection charges. The principal of this Certificate shall be paid to the registered owner hereof upon presentation and surrender of this Certificate at maturity, or upon tie date fixed for its redemption prior to maturity, at the corporate trust office in Dallas. Teas (the "Designated Trust Office") of The Bank of New York Fr ast 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 b\ the Paving Agent/Registrar at the close of business on the 15th day of the month next preceding such interest payment date by check drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by united States mail, first-class postage prepaid, on each such in - teres!. pavnient date. to rhe registered owner hereof at its address as it appears on the Registration Books kepi by the Paying Agent/Registrar. as hereinafter described, or by such other method, acceptable to the Paving Agent/Registrar. requested by, and at the risk and expense of, the egistered 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 at) he Paying Agent/Registrar fron the Interest and Sinking Fund as defined by the ordinance authorizing the Certificates (the "Certificate Ordinance') the amounts required to provide for the pa) ment ir; immediately available ftlids of all principal of and interest on the Certificates, when lot 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 Paving 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 tiaday, or day on which banking institutions are authorized to close, or the United States Postal Seta ice is not open for business, and payment on such date shall have the same force and effect as J- made on the original date payment was due. Notwithstanding the foregoing, during any period n :which ownership yrf the Certificates is determined only by a book entry at a securities :depository for the Certificates. am payment to the securities depository, or its nominee or 'eg:stered assigns_ shall he niade in accordance with existing arrangements between the Issuer and he securities depository THIS CERI"1FI( A"[ E is one of a Series of Certificates (the "Certificates") dated as of 'Via, eh 1. 2007, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $6 985,000 FOR THE PURPOSE OF PROVIDING PART OF THE 1`UNDS FOR PAYING CONTRAt'Tt AE. OBLIGATIONS TO BE INCURRED FOR THE (`ITY TO -WIT paying contractual obligations to be incurred with respect to the construction of the partial relocation of Flour Blue Drive and land acquisition at Waldron Field (including, without limitation. street construction. paved shoulders, pavement markings, and associated roadside drainage) and the payment of fiscal, engineering and legal fees incurred in connection her ewith ON SEPTEMBER , 2016. or on any date thereafter, the Certificates of this Series maturing on September 1. 2017 and thereafter may be redeemed prior to their scheduled matur- aiesat the option of the Issuer. with funds derived from any available and lawful source, as a Nhoie or in part (provided that a portion of a Certificate may be redeemed only in an integral multiple of 55,000). 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 h, the Issuer l'he Certificates or portions thereof redeemed within a maturity shall be selected at randon: and by lot by the Paying Agent/Registrar; provided, that during an period in which ownership of the Certificates is determined only by a book entry at a securities depositor) for the Certifrc�ttes it fewer than all of the Certificates of the same maturity and hearing the same interest rate are to he redeemed, the particular Certificates of such maturity and bearing such interest rate shall ha selected in accordance with the arrangements between the issuer and the securities depository A f 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 herng 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 -he Paving Agent/Registi ar and (b t notice of such redemption shall be published one (1) time in a financial ;ournal or publication o' 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, prcwided. however_ that the failure t4. send. mail, or receive such notice described in (a) above, or an4 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; and provided, further, ��hat the frregoing notwithstanding_ if the Texas Military Preparedness Commission ("TMPC") is !.he registered owner or Heneficia owner of 100% in aggregate principal amount of the ertiticates it is hereby specifically provided that the mailing of notice described in (a) above to LMPC shall be the only notice actuall, required n connection with or as a prerequisite to the edemption of any Certificate- By tote date fixed for any such redemption due provision shall be nade by the Issuer v rth the Paving ikgent/Registrar for the payment of the required redemption ;:iriee for rh Certificate or the port on hereof which is to be so redeemed, plus accrued interest 'hereon to the date fixed °or redemption If such notice of redemption is given, and if due proy inion for such payment is made all as provided above, this Certificate, or the portion hereof wrhicf. 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 edemption price plus accrued interest to the date fixed for redemption from the Paying agent/Registrar out of the ?unds 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 ary Certificate shall be redeemed a substitute Certificate or (certificates having the same maturit' date. bearing interest at the same rate, in any denomination ,}r ienominations in am 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 for cancellation. at the expense of the Issuer, all as uroti ided in the (certificate Ordinance Al.I_ CERTIFICA] ES OF THIS SERIES are issuable solely as fully registered certificates, without interest coupons, in the denomination of any integral multiple of $5,000. As pro-.ided in the Certificate Ordinance this Certificate, or any unredeemed portion hereof, may, at ;he 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 nterest coupons, payable tc- the appropriate registered owner, assignee, or assignees, as the case =nal he, having the same maturity date, and bearing interest at the same rate, in any denomination -:r denominations in any integral multiple of $5,0(10 as requested in writing by the appropriate egistered owner, assignee, a- assignees. as the case may be, upon surrender of this Certificate to :he Paving .gent/Registrar t its Designated Trust Office for cancellation, all in accordance with he form and procedures set forth it the Certificate Ordinance. Among other requirements for such assignment and transfer, this ( ertificate 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 Paving Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in anv integral multiple of $5,000 to the assignee or assignees in .vhose 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 he 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 rime by the registered owner TI3e Issuer shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for transferring and exchanging any Certificate or portion :hereof. In any circumstance, anv taxes 01 governmental charges required to be paid with respect :her-eto shall be paid by the one requesting such assignment, transfer, or exchange as a condition rrecedent to the exercise of such privilege In any circumstance, neither the Issuer nor the Paying \gent/Registrar shall he required (1 , to make any transfer or exchange during a period beginning rt. the opening of business 3") days hefore the day of the first mailing of a notice of redemption of certificates and ending at the close or 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 xitnrp 30 calendar dal s 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 [HE EVENT anv Paving 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 tc the registered owners of the Certificates. BY BECOMING the registered owner of this Certificate, the registered owner thereby acknowledges al] 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 ,alidly authorized. issued. and delivered, that all acts, conditions, and things required or proper to he performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Certificate have been performecexisted, 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 -o provide for the payment of the interest on and principal of this ('ertificate as such Interest tomes due and such principal matures, have been levied and ordered to he evied against ali taxable property in the Cit,, and have been pledged for such payment, within the limit prescribed by law, and that a pledge of the "Surplus Revenues" (as defined in the Certificate Ordinance) of he City s Utility System (as defined in the Certificate Ordinance) remaining after payment of all maintenance and operation expenses thereof, and all other obligations now or hereafter payable therefrom, as provided in the Certificate Ordinance, have been pledged as additional security for the Certificates IN WITNFSS 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 ('ertiticat xxxxxx xxxxxx City Secretary, Cit\ of Mayor, City of Corpus Christi, Texas Corpus Christi, Texas SL AL) 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 �f he Certificate Ordinance described on the face of this Certificate of Obligation; and that this etiificate of Obligation has been 'ssued in exchange for or replacement of a certificate of ublrgation. certificates of obligation or a portion of a certificate of obligation or certificates of )bligation of an issue which originally ‘Nas approved by the Attorney General of the State of leas and registered by the Comptroller of Public \ccounts of the State of Texas. Dares THE BANK OF NEW YORK TRUST COMPANY, N A. Authorized Representative FORM OF ASSIGNMENT \SSIGNMENT FOR VALLE RECEIVED_ :he undersigned hereby sells, assigns and transfers pinto (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 irre\ ocably constitutes and appoints attorney to register the transfer of the within Certificate of Obligation on books kept for registration thereof with full power of substitution in the premises Dared _ -- Signature Guaranteed NOTICE Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust compam NOTICE The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Certificate of Obligation in every particular, without alteration or or enlargement or any change whatsoever. *FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE CERTIFICATES [PON INITIAL DELIVERY THEREOF OFFICE OF COMPTROLI ER ST ATE ()F TEXAS REGISTER NO. 1 nereb‘ certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller Public Accounts of the State of Texas WITNESS MY HAND and seal of office at Austin, Texas this iSI NOTE TO PRINTER "IT not to be on certificate Comptroller of Public Accounts of the State of Texas 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 m accordance with such Section are as specified below' The City has heretofore tiles with each NRMSIR and the SID its official statement with respect to that certain issue of $ 18605.000 City of Corpus Christi, Texas Combination Tax and Solid Waste Revenue Certificates of Obligation, Series 2006 In the ordinance authorizing the ssuance ;.of such Certificates, the {'itv agreed to update annually financial information and operating data with respect to the C itv of the general type included in such official statement in appendix A, under the headings' Debt Payable from Taxes", "General Revenues", "General Fxpenses'."Ad Valorem Taxes". "five Year Operating Statement for Solid Waste", "Municipal Hotel Occupancy Taxes"_ and "The Tax Increment Financing Act"; and Appendix C to such Official Statement. "Combined Financial Statements of the City of Corpus Christi, Texas". rhe above-described financial information and operating data with respect to the City is hereby incorporated by reference, in Section 20 of this Ordinance the City has agreed to annually update such financial information and operating data in accordance with Rule 15c2-12, promulgated by the United States Securities and Exchange Commission. \ccounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above_ IHF. ST a1 E OF TEXAS COliNTIES OF NUECES \ND SAN PATRICIO CITY. OF CORPUS CHRISTI I. the undersigned, ("itv 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 13th dal, of February. 2007. authorizing the issuance of S6,985,000 Combination Tax and Limited Surplus 1 tility System Revenue Certificates of Obligation, Series 2007, which ordinance is duly ecord to the minutes of paid City, Council, and said meeting was open to the public, and public notice of the time place rind purpose of said meeting was given, all as required by Texas Government Code. Chapter 551 EXECUTED UNDER MY HAND AND SEAL of the City. this the 13th day of February, '_0[ - City Secretary, City of orpus Christi, Texas (SEAL) TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the attached ordinance, an emergency exists requiring suspension of that Charter rule which requires an ordnance to be considered and voted upon at two regular meetings. Therefore, 1/we request that you suspend said Charter rule and finally pass this ordinance on the date of its introduction, or at the present meeting of the City Council. Respectfully, Council Members Res Ily, enry Garr tt Mayor, Cit of Corpus Christi The above ordinance was passed by the following vote: h b3e lt Henry Garrett Brent Chesney Jerry Garcia John Edward Marez Bill Kelly Rex A. Kinnison Melody Cooper Jesse Noyola Mark Scott i'kqc V\* State of Texas County of Nueces PUBLISHER'S AFFIDAVIT CITY OF CORPUS CHRISTI ss Ad # 5661389 PO # Before me, the undersigned, a Notary Public, this day personally came Sandra Orum, who being first duly sworn, according to law, says that she is LEGAL SALES REPRESENTATIVE of the Corpus Christi Caller -Times, a daily newspaper published at Corpus Christi in said City and State, generally circulated in Aransas, Bee, Brooks, Duval, Jim Hogg, Jim Wells, Karnes, Kenedy, Kleberg, Live Oak, Nueces, Refugio, San Patricio, Victoria and Webb Counties, and that the publication of, NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION, which the annexed is a true copy, was inserted in the Corpus Christi Caller -Times and on the World Wide Web on the Caller -Times Interactive on the 4TH day(s) of FEBRUARY, 2007. $346.88 &a-nezt,&, LEGAL SALES REPRESENTATIVE TWO (2 ) Time(s) Subscribed a worn to me2 on the date of __() '1 1 1 Notary Public, Nueces County, Texas Michelle Cabrera Print or Type Name of Notary Public commission expires on March 19, 2008. GIVEN that it is the intention of the City Council of the City of Corpus Christi, Texas (the "City"), to issue one or more series of the interest bearing certificates of obligation of the City to be entitled "City of Corpus Christi, Texas Combination Tax and Surplus Utility System Revenue Certificates of Obligation", for the purpose of paying contractural obligations to be incurred by the City, to wit, the reconstruction of Port Avenue from IH 37 to US 181 (including, without limitation, the construction of a protected left turn lane with sidewalk and driveway improvements that are ADA compliant, associated land striping and pavement markings, and required street lighting, underground water, wastewater and storm water system improvements); the partial relocation of Flour Bluff Drive and land acquisition at Waldron Field (including, without limitation, street construction, paved shoulders, pavement markings, and associated roadside drainage); and the payment of fiscal, engineering and legal fees incurred in connection therewith. The City Council tentatively proposes to authorize the issuance of said series (one or more) of Certificates of Obligation at its regular meeting place in the City Hall at a meeting to commence at 10:00 a.m., on the 13th day of February, 2007. The maximum amount of Certificates of Obligation indebtedness that may be authorized to be sold on said date for such purposes described above is $11,000,000. The City Council presently proposes to provide for payment of said series (one or more) of Certificates of Obligation from the levy of taxes and from surplus revenues derived from the operation of the City's utility system. The Certificates of Obligation are to be purchased by the Texas Military Preparedness Commission (the 'Commission") with moneys in the Texas Military Value Revolving Loan Fund in connection with providing financial assistance to the City for a project that will enhance the mlitary value of a military facility located in, near, or adjacent to the City.