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HomeMy WebLinkAbout027144 ORD - 02/13/2007CERTIFICATE FOR ORDINANCE HE STATE OF TEXAS COUNTIES OF NUECES AND SAN PATRICIO CITY 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 at City Hall, with the following members of said Council present, to -wit Henry Garrett Brent Chesney Melody Cooper Jerry Garcia, Bill Kelly, Rex A. Kinnison, John Marez, Jesse Noyola. Mark Scott George K Noe. Mary Kay Fischer, Cindy O'Brien, Armando Chp,p,� with the following absent: S. other business was transacted: Mayor Councilmembers City Manager, City Attorney, Director of Financial Services, City Secretary constituting a quorum, at which time the following among The City Manager presented for the consideration of the Council an ordinance authorizing the City Manager to effect the sale of General Improvement Bonds. The ordinance was read by the City Secretary The motion was carried by the following vote: AYES All members of the City Council shown present above voted "Aye NAYS None. ABSENT WHEN VOTING: Marra. grf 1'1 CheSlAftV €v' 361h The Mayor announced that the ordinance had been passed. The ordinance is as follows: ;ORDINANCE NO. !) 2 7 1 4 4 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF THREE MILLION EIGHT HUNDRED THIRTY THOUSAND DOLLARS ($3,830,000) OF THE GENERAL MPROVEMENT BONDS, SERIES 2007, OF THE CITY OF CORPUS CHRISTI, TEXAS, BEARING INTEREST AT THE RATES HEREINAFTER SET FORTH, AND PROVIDING FOR THE LEVY. ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID BONDS AND TO CREATE A SINKING FUND FOR —HE PAYMENT OF THE PRINCIPAL THEREOF; REPEALING ALL ORDINANCES IN CONFLICT HEREWITH; APPROVING THE EXECUTION OF A LOAN AGREEMENT WITH THE TEXAS MILITARY PREPAREDNESS COMMISSION; AND PROVIDING THAT THIS ORDINANCE SHALL BE Al FORCE AND EFFECT FROM AND AFTER THE DATE OF ITS PASSAGE WHEREAS it is deemed advisable and to the best interest of the City of Corpus Christi (the "City or the "Issuer") that certain bonds authorized at an election held November2, 2004 be combined in a single issue and sold at this time. the amount of bonds authorized thereat, purpose, amount of bonds previously sold. and the amount now to be sold being as follows: AMOUNT AUTHORIZED 568,360,000 ,900,000 5,660,000 ',406,000 11,684,000 5 95.000.000 PURPOSE Street Improvements c,re Station Improvements L brary & Learning Ctr 'mprovements Park and Recreation Improvements Bayfront Development improvements nc udes premium receives from sale of the oo tt`.s AMOUNT PREVIOUSLY SOLD* $ 48,534,000 400,000 2,160,000 7,406,000 1,500,000 AMOUNT NOW OFFERED $ 3,830,000 -0- -0- -0- -0- $ 60,000,000 $ 3,830,000 WHEREAS. the bonds hereinafter authorized are to be issued and delivered pursuant to Chapters 1251 and 1331 Texas Government Code, as amended, and the Charter of the City; and WHEREAS Government Code in accordance with the applicable provisions of Chapter 436, Texas the City prepared and submitted an application to the Texas Military Preparedness Commission (the 'MPC 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 JVHEREAS the MPC approved the City's application for financial assistance, and requested the Texas Pubic Finan ;e Authority (the "TPFA") to provide financial assistance for the projects described [n Section 1 of this Ordinance; and 'JVHEREAS the ' PFA has agreed to purchase bonds issued by the City to finance the projects approved by the TMPC NOW, THEREFORE. BE T ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI TEXAS 1 That the bond or bonds of the City of Corpus Christi, Texas (the "City" or the "Issuer") to be called "General Improvement Bonds, Series 2007" (the "Bonds" or the "Series 2007 Bonds"), be issued under and by v rtue of the Constitution and laws of the State of Texas and the Charter cf the City for the following purposes: improving the streets of the City, specifically the reconstruction of Port Avenue from IH 37 to tJS 181 (such improvements approved at the November 2, 2004 election hereinafter collectively called the "Project"), and for paying the costs cf issuance associated with the sale of the Series 2007 Bonds; all of which bonds aggregate in principal amount the sure of $3.830,000 2 That the Series 2007 Bonds shall be dated March 1, 2007, shall be in the denomination of $5,000 each. or any integra multiple thereof (an "Authorized Denomination"), shall be numbered consecutively from R-" upward, and shall mature on the maturity date in each of the years and in the amounts, and bear Interest at the rates per annum, respectively, as set forth below MA 'URITY DATE SEPTEMBER 1 YEARS AMOUNTS ($) INTEREST RATES (%) 201C 160,000 4.000 2011 165,000 4.000 2012 170,000 4.000 2013 180,000 4.000 2014 185,000 4.250 2015 195,000 4.250 201E 205,000 4.250 2017 210,000 4.000 2018 220,000 4.000 2019 230,000 4.000 202C 240,000 4.125 2021 250,000 4.125 2022 260,000 4.250 2023 270,000 4.250 2024 285,000 4.375 2025 295,000 4.375 2026 310,000 4.375 Interest shall be payable to the registered owner of any such Series 2007 Bond in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance. Interest shall be calculated on the basis of a 360 day year consisting of twelve 30 day months. 3. That the City reserves the right to redeem the Series 2007 Bonds maturing on or after September 1, 2017 in whole or it part on September 1, 2016 or on any date thereafter, for the principal amount thereof plus accr ed interest thereon to the date fixed for redemption. The years of maturity of the Series 2007 Bonds called for redemption at the option of the City prior to stated maturity shall be selected by the C ty The Series 2007 Bonds or portions thereof redeemed within a maturity shall be selected by Ict or other method by the Paying Agent/Registrar (hereinafter oefined); provided that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Series 2007 Bonds, if fewer than all of the Series 2007 Bonds of the same matunt} and bearing the same interest rate are to be redeemed, the particular Series 2007 Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. 4 That at least 0 days r)rior to the date fixed for any redemption of the Series 2007 Bonds. the City shall cause (i) a written notice of such redemption to be deposited in the United States mail, first-class postage prepaid addressed to each such registered owner at his address shown on the Registration Books (hereinafter defined) of the Paying Agent/Registrarand (ii) notice of such redemption either to be published one (1) time in or posted electronically on the website of a financial journal or publication: of general circulation in the United States of America or the State of Texas carrying as a regular feature notices of municipal bonds called for redemption; provided, however that the failure to send, mail, or receive such notice described in (i) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Series 2007 Bond, and it is hereby specifically provided that the provision of notice described in (11) above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Series 2007 Bonds; 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 Series 2007 Bonds, 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 Series 2007 Bond By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Series 2007 Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption if such notice of redemption is given, and if due provision for such payment is made. all as provided above, the Series 2007 Bonds or the portions thereof which are to Pe so redeemed. thereby automatically shall be redeemed prior to their scheduled maturities and shall not bear interest after the date fixed for their redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued nterest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record n1 the registration books all such redemptions of principal of the Series 2007 Bonds or any portion thereof. If a portion of any Series 2007 Bond shall be redeemed a substitute Series 2007 Bond or Series 200' Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denomination's in any integral multiple of $5,000, at the written request of the registered owner and ,n an 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 City, all as provided in this +i rdinance. n addition to the foregoing, the City shall cause the Paying Agent/Registrar to give notice of any such redemption it the mariner 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 ti (a) That the City shall keep or cause to be kept at the designated corporate trust office it Dallas, Texas (the "Designated Trust Office") of The Bank of New York Trust Company, National ssociation (the "paying Agent/Registrar"), or such other bank, trust company, financial institution, or other agency named it accordance with the provisions of (g) below, books or records of the registration and transfer of the Series 2007 Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar t, obtain from the registered owner and record in the Registration Books the address of such regstered owner of each gond to which payments with respect to the Series 2007 Bonds shall be nailed as herein provided. The City or its designee shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying gent/Registrar shall keeo the Registration Books confidential and, unless otherwise required by law shal not perrn t their inspection by any other entity. Registration of each Series 2007 Bond may be transferred n the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar. evidencing the assignment of such bond, or any portion thereof in an Authorized Denomination to the assignee or assignees thereof, and the right of such assignee or assignees to have such bond or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Series 2007 Bond or any portion thereof a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided b The entity in whose name any Series 2007 Bond shall be registered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such bond shall be overdue, and the City and the Paying Agent/Reg- istrar shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and nterest on any such bond shall be made only to such registered owner All such payments shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid. (c) The City hereby furthe appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Series 2007 Bonds, and to act as its agent to exchange or replace Series 2007 Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying H.gentVRegistrar with -espect to the Series 2007 Bonds and of all exchanges thereof, and all replacements thereof as provided in this Ordinance d) Each Series 2007 Bond may be exchanged for fully registered bonds in the manner set forth herein. Each bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed principal amount thereof may, upon surrender thereof atthe Designated Trust Office o the paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds without interest coupons in the form prescribed in the FORM OF BOND, i an Authorized Denomination (subject to the requirement hereinafter stated that each substitute bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees n an aggregate principal amount equal to the unredeemed principal amount of any Series 2007 Bond or Series 2007 Bonds so surrendered, and payable to the appropriate registered owner assignee, or assignees, as the case may be. If a portion of any Series 2007 Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in an Authorized Denomination at the equest of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon sur- render thereof for cancellation. If any Series 2007 Bond or portion thereof is assigned and transferred, each bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the bond for which it is being exchanged. Each substitute bond shall bear a letter and/or lumber to distinguish it from each other bond. The Paying Agent/Registrar shall exchange or- replace Series 2007 Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 2007 Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Series 2007 Bonds or all purposes of this Ordinance, and may again be exchanged or replaced It is specifically provided, however, that any Series 2007 Bond delivered in exchange for or replacement of another Series 2007 Bond prior to the first scheduled interest payment date on the Series 2007 Bonds (as stated on the face thereof) shall be dated the same date as such Series 2007 Bond out each substitute bond so delivered on or after such first scheduled interest payment date shah be dated as of the interest payment date preceding the date on which such substitute bond is delivered, unless such substitute bond is delivered on an interest payment date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute bond the interest on the bond for which it is being exchanged has not been paid, then such substitute bond shall be dated as of the date to which such interest has been paid in full, On each substitute bond issued in exchange for or replacement of any Series 2007 Bond or Series 2007 Bonds issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the FORM OF BOND (the "Authentication Certificate"). An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such substitute bond, date such substitute bond i^ the manner set forth above ani manually sign and date the Authentication Certificate, and no such substitute bond shall be deemed to be issued or outstanding unless the Authentication Certificate is so executed. The Raying Agent/Registrar promptly shall cancel all Series 2007 Bonds surrendered for exchange or replacement No additional ordinances, orders, or resolutions reed be passed or adopted by the City Council or any other body or person so as to accomplish the foregoing exchange o replacement of any Series 2007 Bond or portion hereof, and the Paying Agent/Registrar shall oro,ride for the printing, execution, and delivery of the substitute bonds in the manner prescribed herein Pursuant to Chapter 1206. Texas Government Code, the duty of exchange or replacement of any Series 2007 Bond as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Authentication Certificate, the exchanged or replaced bond shall be valid incontestable, and enforceable in the same manner and with the same effect as the Series 2007 Bonds which originally were delivered pursuant to this Ordinance, approved by the Attorney Genera and registered by the Comptroller of Public Accounts. Neither the City nor the Paying Agent/Registrar shall be required (1) to issue, transfer, or exchange any bond during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of bonds and ending at the close of business on the day of such mailing or (2) to transfer or exchange any bond so selected for redemption in whole when such redemption is scheduled to occur within 30 calendar days. e) All Series 2007 Bonds issued in exchange or replacement of any other Series 2007 Bond or portion thereof, ) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 2007 Bonds to be payable only to the registered owners thereof, • ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned. (iv} may be exchanged for other Series 2007 Bonds, (v) shall have the characteristics (vi' shall be signed and sealed, and (vii) the principal of and interest on the Series 2007 Bonds shall be payable al as provided, and in the manner required or indicated, in the FORM OF BOND (f'. The City shall pay the Paying Agent/Registrar's reasonable and customary fees and charges for making transfers of Series 2007 Bonds, but the registered owner of any Series 2007 Bond requesting such transfer shall pay any taxes or other governmental charges required to be paid wth respect thereto The registered owner of any Series 2007 Bond requesting any exchange shall pay the Paying Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any such bond or portion thereof, together with any taxes or governmental charges required to be paid with -espect thereto, all as a condition precedent to the exercise of such prvlege of exchange, except. however, that in the case of the exchange of an assigned and transferred bond or bonds or any portion or portions thereof in any integral multiple of $5,000, and ih the case of the exchange of the unredeemed portion of a Series 2007 Bond which has been redeemed in part prior to maturity as provided in this Ordinance, such fees and charges will be paid by the City In addition, the City hereby covenants with the registered owners of the Series 2007 Bonds that it will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its seri ces with respect to the payment of the principal of and interest an the Series 2007 Bonds, when due. and (ii) pay the fees and charges of the Paying H.gent/Registrar for services with respect to the transfer or registration of Series 2007 Bonds solely to the extent above provnded and with respect to the exchange of Series 2007 Bonds solely to the extent above provided. (g) The City covenants with the registered owners of the Series 2007 Bonds that at all times while the Series 2007 Bonds are outstanding the City will provide a competent and legally qualified bank. trust company. financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Series 2007 Bonds under this Ordinance, and that the Paying Agent/Registrar will be ore entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. in the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger. acquisition or other method) should resign or otherwise cease to act as -10- such, the City covenants that promptly t will appoint a competent and legally qualified national or state banking nstitution which shall be a corporation organized and doing business underthe laws of the United States of America pr of any state. authorized under such laws to exercise trust powers subject tc supervision or examination by federal or state authority, and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/ Registrar under this Ordinance Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other oertinent books and records relating to the Series 2007 Bonds, to the new Paying Agent'Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the C ty promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Series 2007 Bonds, by United States mailfirst-class postage prepaid. which notice also shall give the address of the new Paying Agent/Registrar By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (1) In addition to tne manner of providing notice of redemption of Series 2007 Bonds as set forth :n this Ordinance, the Paying Agent/Registrar shall give notice of redemption of Series 2007 Bonds by United States mail, first-class postage prepaid, at least 30 days prior to a redemption date to each NRMSIR and the SID (each as defined in Section 14 hereof). In additionin the event of a redemption caused by an advance refunding of the Series 2007 Bonds, the Paying Agent/Registrar shall send a second notice of redemption to the TMPC, the TPFA, and the persons specified in tne immediately preceding sentence at least 30 days but not more than 90 days prior to the actual redemption date. Any 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 any owner of a Series 2007 Bono who nas not sent the Series 2007 Bonds in for redemption 60 days after the redemption date ii Each redemption notice whether req uired in the FORM OF BOND or otherwise by this Ordinanceshall contain a description of the Series 2007 Bonds to be redeemed, including the complete name of the Series 2007 Bonds, the series, the date of issue, the interest rate, the maturity date, the CUSIP number if any, the amounts called of each certificate, the publication and mailing date for the notice, the date of redemption, the redemption price, the name of the Paying Agent/Registrar and the address at which the Series 2007 Bond may be redeemed, including a contact person and telephone number. Ail redemption payments made by the Paying Agent/Registrar to the registered owners of the Series 2007 Bonds shall include CUSIP numbers relating to each amount paid to such registered owner 6 That the form of all Series 2007 Bonds. including the form of the Comptroller's Registration Certificate to accompany the Series 2007 Bonds on the initial delivery thereof, the form of the Authentication Certificate. and the Form of Assignment to be printed on each of the Series 2007 Bonds shall oe, respectively, substantially as set forth in Exhibit A to this Ordinance, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. (a) That a special fund or account, to be designated the "City of Corpus Christi, Texas Series 2007 General Improvement Bonds Interest and Sinking Fund" (the "Interest and Sinking Fund") 's hereby creates and shall be established and maintained by the City at its official depository bank The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the City. and shall be used only for paying the interest on and principal of the Series 2007 Bonds All taxes levied and collected for and on account of the Series 2007 Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Series 2007 Bonds is outstanding and unpaid, the City Council of the ity shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of the City. with full allowances being made for tax delinquencies and costs of tax collections, which will be sufficient to raise and produce the money required to pay the interest an the Series 2007 Boncs as such interest comes due, and to provide a sinking fund to pay the principal of the Series 2007 Bonds as such principal matures, but never less than 2% of the angina principal amount of the Series 2007 Bonds as a sinking fund each year. Said rate and amount of ad valorem tax is hereby ordered to be levied and is hereby levied against all taxable property in the City for each year while any of the Series 2007 Bonds is outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited to the credit of the Interest and Sinking Fund The ad valorem taxes necessary to pay the interest on and principal of the Series 2007 Bonds as such interest comes due, and such principal matures, are hereby pledged for such purpose within the limit prescribed by law. There shall be appropriated from the General Fund of the City for deposit into the Interest and Sinking Fund moneys as may be necessary to pay the scheduled interest payments on the Series 2007 Bonds through March 2008 The rate of ad valorem tax that may be levied in connection with the payment of the debt service on the Series 2007 Bonds may be set at such a rate such that the aggregate rate of ad valorem tax ievied by the City in any fiscal year may exceed the 68 cent per S100 tax rate cap provided in the City Charter, as such Series 2007 Bonds fall within the provisions of the City Charter. as amended by the vote of the citizens on April 4, 1993, that permit said rate cap to be exceeded fol bonds approved by the citizens at an election held for such purpose 3- b 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 F ..end" (the "Construction P=und") for use by the City for payment of all lawful costs associated with the acquisition improvement and extension of the Project as hereinbefore provided. There shall be deposited to the Construction Fund those proceeds from the sale of the Bonds specified in the letter of instructions described in Section 18 of this Ordinance. Upon 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 11 of this Ordinance, to the extent the City is liable to pay rebate amounts to the United States of America pursuant to the terms of the Code and NEXT to the Interest and Sinking Fund. c} Chapter 1208 Texas Government Code, applies to the issuance of the Series 2007 Bonds and the pledge of ad valorem taxes made under Section 7(a) of this Ordinance, and such pledge is therefore valid effective, and perfected. If Texas law is amended at any time while the Series 2007 Bonds are outstanding and unpaid such that the pledge of ad valorem taxes made by the City under Section 7(a) o` this Ordinance is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Series 2007 Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. 8 (a) That in the event any outstanding Series 2007 Bond is damaged, mutilated, lost, stolen. or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated. lost, stolen, or destroyed Series 2007 Bond, in replacement for such Series 2007 Bond 14_ in the manner hereinafter provided. b) Application for replacement of damaged. mutilated, lost, stolen, or destroyed Series 2007 Bonds shall be made to the Paying Agent/Registrar. In every case of Toss, theft, or destruction of a Series 2007 Bond the applicant for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Series 2007 Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Series 2007 Bond, as the case may be. In every case of damage or mutilation of a Series 2007 Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 2007 Bond so damaged or mutilated ci Notwithstanding the foregoing provisions of this Section, in the event any such Series 2007 Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium. if any, or interest on the Series 2007 Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 2007 Bond) instead of issuing a replacement Series 2007 Bond, provided security or indemnity is furnished as above provided in this Section. d; Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the owner of such Series 2007 Bond with all legal, printing, and other expenses in connection therewith Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Series 2007 Bend is ost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Series 2007 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Series 2007 Bonds duly issued under this 1)rdinance. (e) In accordance with Thapter 1206 Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacemerr of such bonds is hereby authorized and imposed upon the Paying ?.gent/Registrar, subject to the conditions imposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar snail authenticate and deliver such bonds in the form and manner and with fhe effect, as provided in Section 3(d) of this Ordnance for Series 2007 Bonds issued in exchange tor other Series 2007 Bonds. 9 That the City Manager of the City is hereby authorized to have control of the Series 2007 Bonds and all necessary records and proceedings pertaining to the Series 2007 Bonds pending their delivery and their investigation. examination and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of -exas ipon registration of the Series 2007 Bonds, the Comptroller of Public Accounts (or a deputy designated in wrting to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate accompanying the Series 2007 Bonds, and the seal of said Comptroller shall be mpressed or placed in facsimile, on each such certificate. 10. That the sale of the Bonds to the TMPC at the purchase price described in the Loan Agreement between the City and he TMPC (the 'Loan Agreement"), is hereby authorized, ratified and confirmed One Bond in the principal amount maturing on each maturity date as set forth in Section 2 of this Ordinance shall be delivered to the TMPC, and the TMPC shall have the right to exchange such bonds as provided in Section 5 hereof without cost. The Loan Agreement, in substantially the form attached to this Ordinance. is hereby accepted, approved and authorized TO be delivered in executed form to the TMPC The Mayor and the City Manager each is hereby authorized, severally but not jointly, to execute and deliver the Loan Agreement on behalf of the City. The Bonds are to be purchased by the TMPC 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 military 'alue of a military facility located in, near, or adjacent to the City. 1 ' That the issuer covenants to take any action to assure, or refrain from any action which would adversely affect the treatment of the Series 2007 Bonds as obligations described 1 section 103 of the Internal Revenue Code of 1986 (the "Code"), the interest on which is not iociudabie in the "gross income of the holder for purposes of federal income taxation. In Lirtherance thereof the issuer covenants as follows: (a) to take any action to assure that no more than 10 percent of the proceeds of the Series 200' Bonds or the projects financed therewith (less amounts deposited to a reserve fund. if any) are used for any "private business use", as defined in section 141(b)(6) of the (Code or if more than 10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or ndirectly. secure or provice for the payment of more than 10 percent of the debt service on the Series 2007 Bonds. in contravention of section 141(b)(2) of the Code; (b i to take any action to assure that in the event that the "private business use" described it subsection (a) hereof exceeds 5 percent of the proceeds of the Series 2007 Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount it excess of 5 percent is used for a "private business use" which is "related" and not disproportionate", within the meaning of section 141(b)(3) of the Code, to the governmental use: (c to take any action to assure that no amount which is greater than the lesser of $5,000.000 or 5 percent of the proceeds of the Series 2007 Bonds (less amounts deposited nto a reserve fund f any) is directly or indirectly used to finance loans to per- sons, other than state or local governmental units, in contravention of section 141(c) of the {d` to refrain from taking any action which would otherwise result in the Series 2007 Bonds being treated as "private activity bonds" within the meaning of section 141(b) Df the Code to refrain from taking any action that would result in the Series 2007 Bonds oeing "federally guaranteed" within the meaning of section 149(b) of the Code; f) to refrain from using any portion of the proceeds of the Series 2007 Bonds, directly or indirectly, to acauire or to replace funds which were used, directly or indirectly, !o acquire investment property (as defined in section 148(b)(2) of the Code) which produc- es a materially higner yield over the term of the Series 2007 Bonds, other than investment oroperty acquired with -- (1) proceeds of the Series 2007 Bonds invested for a reasonable temporary period of three years or less, until such proceeds are needed for the purpose for which ',he Series 2007 Bonds are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund .o the extent such amounts do not exceed 10 percent of the proceeds of the Series 2007 Bonds; (g to otherwise restrict the use of the proceeds of the Series 2007 Bonds or amounts treated as proceeds of the Series 2007 Bonds, as may be necessary, so that the Series 2007 Bonds do no otherwise contravene the requirements of section 148 of the :.,ode (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code relating to advance refundings), and (hi to Day to the United States of America at least once during each five-year period (beginning on the date of delivery of the Series 2007 Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings", within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Series 2007 Bonds have been paid in ful , 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. For purposes of the foregoing clauses (a) and b) above, the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case cf a refunding bond transferred proceeds (if any i and proceeds of the refunded bonds expended prior to the date of the issuance of the Bonds It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U S Department of the Treasury pursuant thereto. In the event that regulations or rulings are nereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally -recognized bond counse. will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally -recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of the foregoing, the Mayor, 1; the City Manager any Assistant C ty Manager, and the Director of Financial Services may execute any certificates or other reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds n order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered owners of the Bonds_ The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code_ 1 L That the City covenants to account for on its books and records the expenditure of proceeds from the sale of the Series 2007 Bonds and any investment earnings thereon to be used for the Project in accordance with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (a) the expenditure on a Project Is made or ( b) each such Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (a) the fifth anniversary of the date of delivery of the Series 2007 Bonds or (b) the date the Series 2007 Bonds are retired. The City agrees to obtain the advice of a nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Series 2007 Bonds. For purposes of this Section, the City shall rot be obligated to comply with this covenant if it obtains an opinion of a nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. 1 3, That the Issuer covenants that the property constituting a Project or other property financed or refinanced with the proceeds of the Series 2007 Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally -recognized bond counsel substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt status of the Series 2007 Bonds For purposes of this Section, the portion of the property comprising personal property and disposed of in the or-dinary course of business shall not be treated as a transaction resulting ,n the receipt of cash or other compensation. For purposes of this Section, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion of nationally -recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. 14. (a) Definitions. That as used in this Section, the following terms have the meanings ascribed to such terms below 'MAC' means the Municipal Advisory Council of Texas. "MSRB" means the Municipal Securities Rulemaking Board. 'NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time 'Rule" means SEC Rule 15c2-12, as amended from time to time. 'SEC" means the United States Securities and Exchange Commission. 'SID" means any person designated by the State of Texas or an authorized department, officer or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. The MAC currently serves as the SID for the State of Texas (b) Annual Reports. i) —he City shall provide annually to each NRMSIR and any SID, within six months after the end o' each fiscal year ending in or after 2007, financial information and operating data with respect to the City of the general type described in Exhibit B hereto. Any f uncial statements so to be provided shall be 1) prepared in accordance with the accounting principles described in Exhibit B hereto or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided If the audit of such financial statements is not complete within such period then the City shak 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 City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. c Matenrat Evenr Notices The City shall notify any SID and either each NRMSIR or the MSRB it a timely manne- of any of the following events with respect to the Series 2007 Bonds, if such event is material within the meaning of the federal securities laws: 1 Principal and interest payment delinquencies; 2 Non-payment related defaults; 3 Unscheduled draws on debt service reserves reflecting financial difficulties; 4 Unscheduled draws on credit enhancements reflecting financial difficulties; 5 Substitution of credit or liquidity providers, or their failure to perform; 3 Adverse tax opinions or events affecting the tax-exempt status of the Series 2007 Bonds; Modifications to rignts of holders of the Series 2007 Bonds; 8 Series 2007 Bond calls: 9 Defeasances: 22- Release, substituton or sale of property securing repayment of the Series 2007 Bonds and Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any !ailure by the City to provide financial informatior or operating data in accordance with subsection bj of this Section by the time required 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.orq, unless the SEC has withdrawn the interpretive advice stated in its letter to the MAC dated September 7 2004 (d) Limitations. Disclaimers, and Amendments. (i) The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" w:th respect to the Series 2007 Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with this Ordinance or applicable iaw that causes any Series 2007 Bonds no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Series 2007 Bonds. and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City .undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby .undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Series 2007 Bonds at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR -� 3- BENEFICIAL OWNER OF ANY SERIES 2007 BOND OR ANY OTHER PERSON, IN CONTRACT (R TORT FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLGENT :R WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, PUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. iv) No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default u=nder the Ordinance for purposes of any other provision of this Ordinance. Nothing in this Sectior. ;s intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. v The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arse from a change in legal requirements, a change in law, or a change it the identity nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Series 2007 Bonds in the primary offering of the Series 2007 Bonds in compliance with the Rule, taking into account any amendments or .nterpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Series 2007 Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materally impairthe interest of the holders and beneficial owners of the Series 2007 Bonds. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation. in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The City nay 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 o' the Rule are invalid, but only if and to the extent that the provisions of this sentence woula not prevent an underwriter from lawfully purchasing or selling Series 2007 Bonds in the primary offering of the Series 2007 Bonds. 1 That interest earnings derived from the investment of proceeds from the sale of the Series 2007 Bonds shall be useo along with other available bond proceeds for the construction of the project for which a portion of the Series 2007 Bonds are issued; provided, that after completion of such permanent improvements.. if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however that any interest earnings on bond proceeds which are required to be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the Series 2007 Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section 16 That to the extent provided in the Loan Agreement, the Series 2007 Bonds may be issued and delivered in such manner that no physical distribution of the Series 2007 Bonds will be made to the public. and The Depository Trust Company ("DTC"), New York, New York, initially will act as depository for the Series 2007 Bonds. consistent with previously issued obligations by tie City that are held in book-entry form with DTC If any Series 2007 Bond is registered in the name of CEDE & CO the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof. The City is not responsible or liable for any functions of DTC, will not be responsible for paying any fees or charges with respect to its services. will not be responsible or liable for maintaining, supervising, or reviewing the records of CTC or its participants. of protecting any interests or rights of the beneficial owners of the Series 2007 Bonds. The City does not represent, nor does it in any way covenant that the initial book - entry system established with D7 C be 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 (a) Deemed paid That any Series 2007 Bond and the interest thereon shall be deemed to be paid retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance. except to the extent provided in subsection (e) of this Section, when payment of the principal of such Series 2007 Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other nstrument (the "Future Escrow Agreement") for such payment (1 lawful money of the United States of America sufficient to make such payment and/or +2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability without reinvestment, of sufficient money to provide for such payment. and when proper arrangements have been made by the City with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At such time as a Series 2007 Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid such Series 2007 Bond and the interest thereon shall no longer be secured by, payable from or entitled to the benefits of, the ad valorem taxes or revenues herein levied and pledged as provided in his Ordinance and such principal and interest shall be payable solely from such money or Defeasance Securities Upon entering into the Future Escrow Agreement with respect to any such Series 2007 Bonds so defeased, such Series 2007 Bonds -2f3- snail no ionger be outstanding for any purpose except for right of payment, and all rights of the ty tc take any other action amending the terms of such Series 2007 Bonds shall be extinguished (b) Investments Any moneys so deposited with the Paying Ag ent/Registrar may at the written direction of the City be invested in Defeasance Securities, maturing in the amounts and Times as hereinbefore se* forth, aid ali income from such Defeasance Securities received by the Paying Agent/Registrar that is no required for the payment of the Series 2007 Bonds and interest Thereon. with respect to which s.ich money has been so deposited, shall be turned over to the or deposited as directed in writing by the City Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution o' other Defeasance Securities upon the satisfaction of the 'equirements specified in subsection (a)(i) or (ii) above. All income from such Defeasance Secunties received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to The City or deposited as directed in writing by the City. (c) Selection of Defeased Bonds. In the event that the City elects to defease Tess than all of the principal amount of Series 2007 Bonds of a maturity, the Paying Agent/Registrar shall select or cause to be selected, such amount of Series 2007 Bonds by such random method as t deems fair and appropriate (d) Defeasance Obligations The term "Defeasance Securities" means (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or nstrumentality 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 Tess than AAA or its equivalent, and (,ii) noncallable obligations of a state or an agency or a county, r 'unicipaiity, or other political subdivision of a state that have been refunded and that, on the date the governing body of the City adopts or approves the proceedings authorizing the financial arrangem ents are rated as to investment quality by a nationally recognized investment rating firm rot less than AAA or its equivalent. e) Continuing Dutyof Paying Agent/Registrar Until all Series 2007 Bonds defeased under this Section of this Ordinance shall become due and payable, the Paying Agent/Registrarforsuch Series 2007 Bonds shall perform the services of Paying Agent/Registrar for such Series 2007 Bonds the same as if they had not been defeased, and the City shall make proper arrangements to prov de and pay for such services 18. That the proceeds from the sale of the Bonds 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 Bonds shall be deposited to the credit of the Interest and Sinking Fund. 19. That the City agrees in connection with the purchase of the Bonds by the TMPC that for so long as the TMPC is a registered owner or beneficial owner of the Bonds, it will furnish to the TMPC each year while the Bonds are outstanding a copy of the City's comprehensive annual f.nancial report (the "CAFR") promptly after the CAFR has been accepted and approved by the City Council. 20. (a) Events of Default Each of the following occurrences or events for the purpose of this Ordinance 6s hereby declared to be an "Event of Default" (i) the failure to make payment of the principal of or interest on any of the Series -23- 2007 Bonds whey the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City. the failure to perform which materially, adversely affects the rights Df the registered owners Df the Series 2007 Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation Thereof for a period of 60 days after notice of such default is given by any registered owner tc the City. b Remedies for Default (i) Upon the happening of any Event of Default, then and in every case, any Yegistered owner or an authorized representative thereof, including, but not limited to, a -rustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing The rights of the registered owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law. including the specific performance of any covenant or agreement contained herein. or thereby to enjoin any act or thing that may be unlawful or .n violation of any right of the registered owners hereunder or any combination of such emedies (ii) Itis provided that ali such proceedings shall be instituted and maintained for the equal benefit of all registered owners of Series 2007 Bonds then outstanding. c . Remedies Not Exclusive. (1) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies. but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Series 2007 Bonds 2(3- or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance the right to accelerate the debt evidenced by the Series 2007 Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (hi) By accepting the delivery of a Series 2007 Bond 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 Dr give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the,City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the amity. shall be charged personally by the registered owners with any liability or be held personally liable to the registered owners under any term or provision of this Ordinance or because of any Event of Default or alleged Event of Default ander this Ordinance 2 That the findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all purposes. All ordinances and resolutions or parts thereof in conflict herewith are hereby repealed. For all purposes of this Ordinance, unless the context requires otherwise, all references to designated Sections and other subdivisions are to the Sections and other subdivisions of this Ordinance. The words "herein", "hereof" and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision, Except where the context otherwise requires, terms defined in this Ordinance tc impart the singular number shall be considered to include the plural number and vice versa 'References tc any named person means that party and its -3 )- successors and assigns References to any constitutional, statutory or regulatory provision means such provision as t exists on the date this Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof Any reference to the payment of principal i ~ this Ordinance shall oe deemed to include the payment of any mandatory sinking fund redemption payments as described herein. Any reference to "FORM OF BOND" shall refer to the form of the Series 2007 Bonds set forth in Exhibit A to this Ordinance. The titles and headings of the Sections and subsections of this Ordinance have been inserted for convenience of reference only and are rot to be considered a part hereof and shall not in any way modify or restrict any of the terms or provis ons hereof 22 That the Mayor, the City Manager. the Director of Financial Services, the City Secretary or Assistant City Secretary and all other officers, employees, and agents of the City, and each of them. shall be and they are hereby expressly authorized, empowered, and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge. and deliver in the name and under the seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Series 2007 Bonds, the Loan Agreement, or tie Paying Agent/Registrar Agreement In case any officer whose signature appears on any Series 2007 Bond shall cease to be such officer before the delivery of such Series 2007 Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if he or she had remained in office until such delivery. The City Council hereby authorizes the payment of tie fee of the Office of the Attorney General of the State of Texas for the examination of the proceedings relating to tie issuance of the Series 2007 Bonds, in the amount determined in accordance with the provisions of Section 1202 004, Texas Government Code. 23. That ;t is hereby officially found and determined that the meeting at which this Ordinance was passed was oper to the public, and public notice of the time, place and purpose of said meeting was giver, all as required by Chapter 551. Texas Government Code, as amended. I accordance with the provisions of V.T.C.A.., Government Code, Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City Council. ADOPTED this February ' 3, 2007. TTEST /c11,c41/N r Y .. //s. / .1//.41 Ma 's City of r orpus Christi, ' exas City Secretary, City of Corpus Christi. Texas (SEAL) APPROVED THIS DAY OF FEBRUARY, 2007 MARY KAY FISCHER, C TY ATTORNEY 32- EXHIBIT A =ORM OF BOND NO UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF NUECES AND SAN PATRICIO CIT`% OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BOND SERIES 2007 MATURITY DATE INTEREST RATE DATE OF DELIVERY CUSIP MARCH 15, 2007 ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF CORPUS CHRISTI, TEXAS (the "Issuer"), being a pol tical subdivision of the State of Texas, hereby promises to pay to , or to the registered assignee hereof (either being herein- after called the "registered owner") the principal amount of. DOLLARS and to pay interest thereon, from the Date of Delivery specified above, to the maturity date specified above, or the date of its redemption prior to scheduled maturity, at the rate of interest per annum specified above, with said interest being payable on September 1, 2007, and semi- annually on each March 1 and September 1 thereafter; except that if the Paying Agent/Registrar's Authentication Certificate appearing on the face of this Bond is dated later than September 1, 2007, such interest is payable semiannually on each March 1 and September 1 following such date. T -1E PRINCIPAL OF ANC INTEREST ON this Bond are payable in lawful money of the United States of America. without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or redemption prior to maturity at the designated corporate trust office in Dallas, Texas (the "Designated Payment Office"), of The Bank of New York Trust Company, National Association, which is the "Paying Agent/Registrar' for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the 15th day of the month next preceding such interest payment date by check, dated as of such interest payment date, drawn by the Pay,ng 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 interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity or upon redemption of this Bond prior to maturity as provided nerein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the Designated Payment Office of the Paying AgentiRegistrar, the issuer covenants with the registered owner of this Bond that no later than each principal payment and; or interest payment date for this Bond it will make available to the Paying Agent/Registrar frorr the Interest and Sinking Fund as defined by the ordinance authorizing the Bonds (the "Ordinance") the amounts required to provide for the payment, in immediately available funds, of al principal of and interest on the Bonds, when due. IN THE EVENT CF A NON-PAYMENT of interest on a scheduled payment date, and for 30 days thereafter. a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent Registrar, if and when funds for the payment of such interest have been received frorr the Issuer Notice of the Special Record Date and of the scheduled payment date of the past due interest "Special Payment Date", which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date f y Jnited States mail first class postage prepaid, to the address of each registered owner of a Bond appearing on the registration books of the Paying Agent/Registrar at the close of business on the ast business day next preceding the date of mailing of such notice. F THE DATE fol the payment of the principal of or interest on this Bond shall be a Saturday. Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated Payment Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds any payment to the securities depository, or its nominee or registered assigns, shall be rade in accordance with existing arrangements between the Issuer and the securities depository. THIS BOND is one of a Series of Bonds of like tenor and effect except as to number, principal amount, interest rate, maturity and option of redemption, dated as of March 1, 2007, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $3,830,000, for the purpose of providing funds with which to (i) make and acquire various public improvements for the City in accordance with the Ordinance, and (ii) pay costs of issuance related thereto ON SEPTEMBER 1, 2016, or on any date thereafter, the Bonds of this Series maturing on September 1, 2017 and thereafter may be redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, of in part, at par and accrued interest to the date fixed for redemption. The years of maturity of the Bonds called for redemption at the option of the City prior to stated maturity shall be selected by the City. The Bonds or portions thereof redeemed within a maturity shall be selected by lot or other method by the Paying Agent/Registrar; provided, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the Issuer and the securities depository A 7 LEAST 30 days prior to the date fixed for any such redemption (a) a written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by deposit ng such notice in the United States mail, first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Regisirar and (b) notice of such redemption either shall be published one (1) time in or posted electronically on the website of a financial journal or publication of genera circulation in the United 'States of America or the State of Texas carrying as a regular feature notices of municipal bonds called for redemption; provided, however, that the failure to send, mail, or receive such notice described in (a) above, or any defect therein or in the sending cr mailing thereof shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond, and the -:ordinance provides that the provision of notice as described in (b) above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Bond and provided further, that the foregoing notwithstanding, if the Texas Military Preparedness Commission (the 'TMPC') is the registered owner or beneficial owner of 00% to aggregate principal amount of the Bonds, it is hereby specifically provided that the mailing cf notice described in (a) above to the TMPC shall be the only notice actually required to be given i., connection with or as a prerequisite to the redemption of any Bond. By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for tile payment of the required redemption price for this Bond or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given and if due p -ovision for such payment is made, all as provided above, this Bond, or the porton hereof which s to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record ir the Registration Books all such redemptions of principal of this Bond or any portion hereof if a portion of any Bond snail be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal tc the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Ordinance A,_L BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner assignee, or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5.000 as requested in writing by the appropriate registered owner, assignee, cr assignees, as the case may be. upon surrender of this Bond to the Paying Agent/Registrar at its Designated Trust Office for cancellation, all in accordance with the form and procedures set forth in the Ordinance Among other requirements for such assignment and transfer, this Bond rust be presented anc surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered. The form of Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof but such method s not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond cr any portion or portions hereof rom time to time by the registered owner. The one requesting such exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for exchanging any Bond or portion thereof. The foregoing notwithstanding, in the case of the exchange of a porton of a Bond which has been redeemed prior to maturity, as provided herein, and in the case of the exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, or exchange as a condition precedent to the exercise of such privilege. In any circumstance, neither the Issuer nor the Paying Agent/Registrar shall be required (1) to make any transfer or exchange during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of bonds and ending at the close of business on the day of such mailing, or (2) to transfer cr exchange any Bonds so selected for redemption when such redemption is scheduled to occu within 30 calendar days AIHENEVER the oeneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect N THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds. T IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series of which t is a part, is duly authorized by law; that all acts, conditions and things required to be done precedent to and in the issuance of this series of bonds, and of this Bond, have been properly done and performed and have happened in regular and due time, form and manner as required by law; that sufficient and proper provision for the levy and collection of taxes has been made, which, when collected. shall be appropriated exclusively to the payment of this Bond and the series of which it is a part;. and that the total indebtedness of said City, including the entire series of bonds of which this is one does not exceed any constitutional, statutory or charter limitation BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the O-dinance constitute a contract between each registered owner hereof and the Issuer N WITNESS WHEREOF this Bond has been signed with the manual or facsimile signature of the Mayor of said City, and attested with the manual or facsimile signature of the City Secretary, and the officia€ seal of the Issuer has been duly affixed to, or impressed, or placed in facsimile on this Bond. ATTES- City Secretary, City of Mayor, City of Corpus Christi, Texas Corpus Christi, Texas (SEAL) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE t is hereby certified that this Bond has been issued under the provisions of the proceedings adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State c f Texas and registered by the Comptroller of Public Accounts of the State of Texas. Da '"HE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, aying Agent/Registrar By Authorized Representative FORM OF ASSIGNMENT: ASSIGNMENT FOR VALUE RECEIVED. the undersigned hereby sells, assigns and transfers unto Please Insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereowith full power of substitution in the premises. Dated: Signature Guaranteed NOTICE: Signature(s) must be guaranteed by a member firm of the New work Stock Exchange or a commercial bark or trust company NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever. FORM CF COMPTROLLER'S CERTIFICATE (ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER STATE C)F TEXAS REGISTER NO. • hereby certify that there s on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law, and that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas and that it is a valid and binding obligation of the City of Corpus Christi, Texas, payable in the manner provided by and in the ordinance authorizing same, and said Bond has this clay beer registered by me. (SEAL A!ITNESS MY HAND and seal of office at Austin, Texas Comptroller of Public Accounts of the State of Texas The printer of the Series 2007 Bonds is hereby authorized to print on the Series 2007 Bonds (i) the form of bond counsel's opinion relating to the Series 2007 Bonds, and (ii) an appropriate statement of insurance furnished by a municipal bond insurance company providing municipal bond insurance, if any, covering all or any part of the Series 2007 Bonds. Exhibit B to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 14 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified below: The City has heretofore filed with each NRMSIR and the SID its official statement with respect to that certain issue of $18,605,000 City of Corpus Christi, Texas Combination Tax and Solid Waste Revenue Certificates of Obligation. Series 2006. In the ordinance authorizing the issuance of such Certificates, the City agreed to update annually financial information and operating data with respect to the City of the general type included in such official statement in Appendix A, under the headings "Debt Payable from Taxes", "General Revenues", "General Expenses", "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". The above-described financial information and operating data with respect to the City is hereby incorporated by reference, and it Section 14 of this Ordinance the City has agreed to annually update such financial nformation and operating data in accordance with Rule 15c2-12, promulgated by the United States Securities and Exchange Commission. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. THE STATE OF TEXAS COUNTIES OF NUECES AND SAN PATRICIO CITY OF CORPUS CHRISTI I, Armando Chapa, City Secretary of the City of Corpus Christi, in the State of Texas do hereby certify that I have compared the attached and foregoing excerpt from the mi Butes of 'he regular, open, public meeting of the City Council of the City of Corpus Christi Texas hely on February 13, 2007, and of Ordinance No.021111 which was duly passed at said meetingand that said copy is a true and correct copy of said excerpt and the whole of saia ordinance In testimony whereof, I have set my hand and have hereunto affixed the sea )f saia ty of Corpus Christi, this 13th day of February, 2007. City Secretary of the City of Corpus 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 ordinance to be considered and voted upon at two regular meetings. Therefore, I/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, Resp =ctfully, Council Members AK/ enry Ga tt Mayor, Cit of Corpus Christi The above ordinance was passed by the following vote: Henry Garrett Brent Chesney L7 Jerry Garcia N 3( - John Edward Marez t lbaht- Bill Kelly Rex A. Kinnison le Melody Cooper Jesse Noyola }� Mark Scott J - 112'; 1 4 4 State of Texas County of Nueces PUBLISHER'S AFFIDAVIT CITY OF CORPUS CHRISTI ss Ad # 5661070 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 ciulated in Aransas, Bee. Brooks, Duval, Jim Hogg, Jim Wells, Karnes, Kenedv. 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 28111 day(s) of JANUARY, 2007. $346.88 0/1.tereLJ LEGAL SALES REPRESENTATIVE TWO (2 ) Time(s) Subscribed and sworn to me on the date of ct1 LA Notary Public, Nueces County, Texas Michelle Cabrera Print or Type Name of Notary Public My commission expires on March 19, 2008. NOTICE OF INTENTION TO I S U E • (FICA ES OF ,LIGATIO' NOTICE IS HEREBY GIVEN that :t is the intention of the City Council of the City of Crpu' Christi, Texas (the .ily"), to issue on, ,i more series of t'h., 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 tum 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 ,onnection 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. CITY OF CORPUS CHRISTI, TEXAS is/ Henry Garrett!