HomeMy WebLinkAbout029356 ORD - 01/17/2012 CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS §
COUNTIES OF NUECES,ARANSAS, §
KLEBERT,AND SAN PATRICIO §
CITY OF CORPUS CHRISTI §
THE UNDERSIGNED HEREBY CERTIFIES that:
1. The City Council (the City Council) of the City of Corpus Christi, Texas (the
City), convened on the 17th day of January, 2012 in regular session in the regular meeting place
of the City at the City Hall (the Meeting), which Meeting was at all times open to the public, the
duly constituted officers and members of the City Council being as follows:
Joe Adame Mayor
Vacant Councilmember,District 1
John Marez Councilmember,District 2
Priscilla Leal Councilmember,District 3
Chris Adler Councilmember,District 4
Larry Elizondo, Sr. Councilmember, District 5
David Loeb Councilmember,At Large
Mark Scott Councilmember,At Large
Nelda Martinez Councilmember,At Large
with the following being absent: Chris Adler and Larry Elizondo, Sr. , constituting a
quorum, at which time among other business considered at the Meeting the attached ordinance
(the"Ordinance")entitled:
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS
CHRISTI, TEXAS PUBLIC PROPERTY FINANCE CONTRACTUAL
OBLIGATIONS, SERIES 2012", IN AN AMOUNT NOT TO EXCEED
$8,000,000, LEVYING AN ANNUAL AD VALOREM TAX, WITHIN THE
LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE
CONTRACTUAL OBLIGATIONS; PRESCRIBING THE FORM, TERMS,
CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND
RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE
CONTRACTUAL OBLIGATIONS; AUTHORIZING THE EXECUTION OF A
PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE AND
INVESTMENT LETTER; COMPLYING WITH THE REQUIREMENTS
IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY
EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING
THE AUTHORITY TO THE MAYOR AND CERTAIN MEMBERS OF THE
CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE
81045896.2
r
INDEXED
SALE OF THE CONTRACTUAL OBLIGATIONS; AND PROVIDING AN
EFFECTIVE DATE
was duly introduced and submitted to the City Council for passage and adoption. After
presentation and due consideration of the Ordinance, the Ordinance was passed and adopted in
accordance with the City's Home Rule Charter,and carried by the following vote:
Svoted"For" 1 voted"Against" abstained
all as shown in the official Minutes of the Board for the Meeting.
2. The attached Ordinance is a true and correct copy of the original on file in the
official records of the City;the duly qualified and acting members of the City Council of the City
on the date of the Meeting are those persons shown above, and, according to the records of my
office, each member of the City Council was given actual notice of the time, place, and purpose
of the Meeting and had actual notice that the Ordinance would be considered; and the Meeting
and deliberation of the aforesaid public business, including the subject of the Ordinance, was
posted and given in advance thereof in compliance with the provisions of Chapter 551, as
amended,Texas Government Code.
IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the
City,this 17th day of January,2012.
Avh-wt90-N--
City Secretary
City of Corpus Christi,Texas
(SEAL)
-2-
81045896.2
029356
FINAL
ORDINANCE NO.029356
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF
CORPUS CHRISTI, TEXAS PUBLIC PROPERTY FINANCE
CONTRACTUAL OBLIGATIONS, SERIES 2012", IN AN AMOUNT NOT
TO EXCEED $8,000,000, LEVYING AN ANNUAL AD VALOREM TAX,
WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE
PAYMENT OF THE CONTRACTUAL OBLIGATIONS; PRESCRIBING
THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER
MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE,AND
DELIVERY OF THE CONTRACTUAL OBLIGATIONS; AUTHORIZING
THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT
AND A PURCHASE AND INVESTMENT LETTER; COMPLYING WITH
THE REQUIREMENTS IMPOSED BY THE LETTER OF
REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE
DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY
TO THE MAYOR AND CERTAIN MEMBERS OF THE CITY STAFF TO
EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE
CONTRACTUAL OBLIGATIONS; AND PROVIDING AN EFFECTIVE
DATE
WHEREAS, pursuant to the provisions of the Public Property Finance Act, as amended,
Texas Local Government Code, Subchapter A of Chapter 271 (the Act), the City Council (the
City Council) of the City of Corpus Christi, Texas (the City and/or Issuer) is authorized and
empowered to execute,perform,and make payments under contracts with any person for the use,
acquisition,or purchase, or the financing thereof, of personal property;
WHEREAS, in accordance with the provisions of the Act, the City Council hereby finds
and determines that the acquisition, use, or purchase, or the financing thereof, of certain items of
personal property identified in Exhibit A attached hereto, or such other personal property,
appliances, equipment, furnishings, or interests therein, considered by the City Council to be
necessary, useful, and/or appropriate for purposes of the Issuer, as evidenced by a resolution or
ordinance adopted by the City Council, should be financed under and pursuant to one or more
contracts to be executed, performed, and made on the terms and in the form hereinafter
prescribed;
WHEREAS, the City Council hereby finds and determines that the issuance of the
contractual obligations is in the best interests of the citizens of the Issuer; now,therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS THAT:
SECTION 1: Authorization - Designation - Principal Amount - Purpose. Contractual
obligations of the Issuer shall be and are hereby authorized to be issued in the aggregate principal
81044549.6
r
02935
amount of SEVEN MILLION THREE HUNDRED NINETY THOUSAND AND NO/100
DOLLARS ($7,390,000), to be designated and bear the title of"CITY OF CORPUS CHRISTI,
TEXAS PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIES 2012"
(the Obligations), for the purpose of providing funds for (1)the acquisition of personal property
and equipment related thereto, including a new energy management and control system on a
City-wide basis, and (2)the payment of professional services related to the acquisition and
financing of the aforementioned projects, all in conformity with the laws of the State of Texas,
particularly Subchapter A, Chapter 271, as amended, Texas Local Government Code, the City's
Home Rule Charter, and an ordinance adopted by the City Council on January 17,2012.
As authorized by Chapter 1371, as amended, Texas Government Code (Chapter 1371),
the Mayor of the City, the City Manager of the City, and the Assistant City Manager for General
Government and Operations Support(each of the foregoing, individually,an Authorized Official)
are hereby authorized, appointed, and designated as the officers of the Issuer authorized to
individually act on behalf of the Issuer in selling and delivering the Obligations authorized herein
and carrying out the procedures specified in this Ordinance, including the further designation of
the Contractual Obligations by series and by year, approval of the aggregate principal amount of
each maturity of the Obligations,the redemption provisions therefor,the Dated Date thereof, and
the rate of interest to be borne on the principal amount of each such maturity. Each Authorized
Official, acting for and on behalf of the Issuer, is authorized to execute the Approval Certificate
attached hereto as Schedule I. The Obligations shall be issued in the principal amount not to
exceed $8,000,000;the maximum maturity of the Obligations will be March 1, 2037; and the net
effective per annum interest rate shall not exceed a rate greater than 7.0% per annum calculated
in a manner consistent with the provisions of Chapter 1204, as amended, Texas Government
Code. Lastly, each Authorized Official is authorized to select the bond insurer, if any, with
respect to the Obligations. The execution of the Approval Certificate shall evidence the sale date
of the Obligations by the Issuer to the Purchasers in accordance with the provisions of Chapter
1371. It is further provided, however, that notwithstanding the foregoing provisions, the
Obligations shall not be delivered unless prior to their initial delivery,the Obligations have been
rated by a nationally recognized rating agency for municipal securities in one of the four highest
rating categories for long term obligations, as required by Chapter 1371. Upon execution of the
Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final
terms.
SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Interest Rates — Dated Date. The Obligations shall be issued as fully registered
obligations, without coupons, shall be dated January 15, 2012 (the Dated Date) and shall be in
denominations of$100,000 or any integral multiple of$5,000 in excess thereof(within a Stated
Maturity), shall be lettered"R-" and numbered consecutively from one (1) upward and principal
shall become due and payable on March 1 in each of the years (the Stated Maturities) and in the
amounts and bear interest at the rates per annum in accordance with the following schedule:
Years of Payment Dates Principal Amounts($) Interest Rates(%)
2013 550,000 2.170
2014 560,000 2.170
2015 575,000 2.170
2016 585,000 2.170
81044549.6 2
2017 595,000 2.170
2018 610,000 2.170
2019 620,000 2.170
2020 635,000 2.170
2021 645,000 2.170
2022 660,000 2.170
2023 670,000 2.170
2024 685,000 2.170
The Obligations shall bear interest on the unpaid principal amounts from the Closing
Date (hereafter defined), or from the most recent Interest Payment Date to which interest has
been paid or duly provided for,to Stated Maturity or prior redemption, while Outstanding, at the
rates per annum shown in the above schedule (calculated on the basis of a 360-day year of
twelve 30-day months). Interest on the Obligations shall be payable on March 1 and
September 1 in each year, commencing September 1, 2012 (the Interest Payment Date), while
the Obligations are Outstanding.
SECTION 3: Payment of Obligations - Paving Agent/Registrar. The principal of,
premium, if any, and the interest on the Obligations, due and payable by reason of Stated
Maturity, redemption or otherwise, shall be payable in any coin or currency of the United States
of America which at the time of payment is legal tender for the payment of public and private
debts, and such payment of principal of,premium, if any,and interest on the Obligations shall be
without exchange or collection charges to the Holder(as hereinafter defined)of the Obligations.
The selection and appointment of Compass Bank, an Alabama banking corporation,
Houston, Texas to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for
the Obligations is hereby approved and confirmed, and the Issuer agrees and covenants to cause
to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and
records (the Security Register) for the registration, payment, and transfer of the Obligations, all
as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar
Agreement, attached, in substantially final form, as Exhibit B hereto, and such reasonable rules
and regulations as the Paying Agent/Registrar and the Issuer may prescribe. The Issuer
covenants to maintain and provide a Paying Agent/Registrar at all times while the Obligations
are Outstanding, and any successor Paying Agent/Registrar shall be (i)a national or state
banking institution or(ii)an association or a corporation organized and doing business under the
laws of the United States of America or of any state, authorized under such laws to exercise trust
powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal
or state authority and authorized by law to serve as a Paying Agent/Registrar.
The Issuer reserves the right to appoint a successor Paying Agent/Registrar upon
providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance
terminating such agency. Additionally, the Issuer agrees to promptly cause a written notice of
this substitution to be sent to each Holder of the Obligations by United States mail, first-class
postage prepaid,which notice shall also give the address of the new Paying Agent/Registrar.
Principal of, premium, if any, and interest on the Obligations, due and payable by reason
of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the
81044549.6 3
Obligations appearing on the Security Register(the Holder or Holders) maintained on behalf of
the Issuer by the Paying Agent/Registrar as hereinafter provided (i)on the Record Date
(hereinafter defined) for purposes of payment of interest on the Obligations, (ii)on the date of
surrender of the Obligations for purposes of receiving payment of principal thereof at the
Obligations' Stated Maturity or upon redemption of the Obligations, and (iii)on any other date
for any other purpose. The Issuer and the Paying Agent/Registrar, and any agent of either, shall
treat the Holder as the owner of an Obligation for purposes of receiving payment and all other
purposes whatsoever, and neither the Issuer nor the Paying Agent/Registrar, or any agent of
either, shall be affected by notice to the contrary.
Principal of and premium, if any, on the Obligations shall be payable only upon
presentation and surrender of the Obligations to the Paying Agent/Registrar(provided, however,
with respect to principal payments prior to the final Stated Maturity, the Obligations need not be
surrendered to the Paying Agent/Registrar, who will merely document this payment on an
internal ledger maintained by the Paying Agent/Registrar), at its corporate trust office. Interest
on the Obligations shall be paid to the Holder whose name appears in the Security Register at the
close of business on the fifteenth day of the month next preceding an Interest Payment Date for
the Obligations (the Record Date) and shall be paid (i)by check sent on or prior to the
appropriate date of payment by United States mail, first-class postage prepaid, by the Paying
Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii)by such
other method,acceptable to the Paying Agent/Registrar,requested in writing by the Holder at the
Holder's risk and expense.
If the date for the payment of the principal of, premium, if any, or interest on the
Obligations shall be a Saturday,a Sunday, a legal holiday, or a day on which banking institutions
in the city where the corporate trust 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 day. The payment on such date shall have the same force
and effect as if made on the original date any such payment on the Obligations was due.
In the event of a non-payment of interest on a scheduled payment date, and for thirty(30)
days thereafter, a new record date for such interest payment (a Special Record Date) will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the Issuer. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (the Special Payment Date - which shall be fifteen (15)
days after the Special Record Date) shall be sent at least five (5) business days prior to the
Special Record Date by United States mail, first-class postage prepaid, to the address of each
Holder of an Obligation appearing on the Security Register at the close of business on the last
business day next preceding the date of mailing of such notice.
SECTION 4: Redemption.
A. Optional Redemption. The Obligations having Stated Maturities on and after
March 1,2022 shall be subject to redemption prior to Stated Maturity, at the option of the Issuer,
on March 1,2021 or on any date thereafter, in whole or in part,in principal amounts of$5,000 or
any integral multiple thereof(and if within a Stated Maturity selected at random and by lot by
81044549.6 4
the Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of
redemption.
B. Exercise of Redemption Option. At least forty-five (45) days prior to a date set
for the redemption of Obligations (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar), the Issuer shall notify the Paying Agent/Registrar of its decision to
exercise the right to redeem Obligations, the principal amount of each Stated Maturity to be
redeemed, and the date set for the redemption thereof. The decision of the Issuer to exercise the
right to redeem Obligations shall be entered in the minutes of the governing body of the Issuer.
C. Selection of Obligations for Redemption. If less than all Outstanding Obligations
of the same Stated Maturity are to be redeemed on a redemption date,the Paying Agent/Registrar
shall select at random and by lot the Obligations to be redeemed, provided that if less than the
entire principal amount of an Obligation is to be redeemed,the Paying Agent/Registrar shall treat
such Obligation then subject to redemption as representing the number of Obligations
Outstanding which is obtained by dividing the principal amount of such Obligation by$5,000.
D. Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Obligations, a notice of redemption shall be sent by United States Mail,first-class postage
prepaid, in the name of the Issuer and at the Issuer's expense, by the Paying Agent/Registrar to
each Holder of an Obligation to be redeemed, in whole or in part, at the address of the Holder
appearing on the Security Register at the close of business on the business day next preceding the
date of mailing such notice, and any notice of redemption so mailed shall be conclusively
presumed to have been duly given irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Obligations,
(ii)identify the Obligations to be redeemed and, in the case of a portion of the principal amount
to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price,
(iv)state that the Obligations, or the portion of the principal amount thereof to be redeemed,
shall become due and payable on the redemption date specified, and the interest thereon, or on
the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after
the redemption date, and (v) specify that payment of the redemption price for the Obligations,or
the principal amount thereof to be redeemed, shall be made at the corporate trust office of the
Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If an
Obligation is subject by its terms to redemption and has been called for redemption and notice of
redemption thereof has been duly given or waived as herein provided, such Obligation (or the
principal amount thereof to be redeemed) so called for redemption shall become due and
payable, and if money sufficient for the payment of such Obligations (or of the principal amount
thereof to be redeemed) at the then applicable redemption price is held for the purpose of such
payment by the Paying Agent/Registrar, then on the redemption date designated in such notice,
interest on said Obligations (or the principal amount thereof to be redeemed) called for
redemption shall cease to accrue, and such Obligations shall not be deemed to be Outstanding in
accordance with the provisions of this Ordinance. This notice may also be published once in a
fmancial publication, journal, or reporter of general circulation among securities dealers in the
City of New York,New York(including,but not limited to, The Bond Buyer and The Wall Street
Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter).
81044549.6 5
Additionally, this notice may also be sent by the Issuer to any registered securities depository
and to any national information service that disseminates redemption notices.
E. Transfer/Exchange of Obligations. Neither the Issuer nor the Paying
Agent/Registrar shall be required to transfer or exchange any Obligation during a period
beginning forty-five (45) days prior to the date fixed for redemption of the Obligations or to
transfer or exchange any Obligation selected for redemption; provided, however, such limitation
of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of an
Obligation which is subject to redemption in part.
SECTION 5: Execution - Registration. The Obligations shall be executed on behalf of
the Issuer by its Mayor under the seal of the Issuer reproduced or impressed thereon and attested
by its City Secretary. The signature of any of said officers on the Obligations may be manual or
facsimile. Obligations bearing the manual or facsimile signatures of individuals who were, at the
time of the Dated Date, the proper officers of the Issuer shall bind the Issuer, notwithstanding
that such individuals or either of them shall cease to hold such offices prior to the delivery of the
Obligations to the Purchasers (hereinafter defined), all as authorized and provided in Chapter
1201,as amended,Texas Government Code.
No Obligation shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Obligation either a certificate of
registration substantially in the form provided in Section 8C, executed by the Comptroller of
Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a
certificate of registration substantially in the form provided in Section 8D, executed by the
Paying Agent/Registrar by manual signature, and either such certificate upon any Obligation
shall be conclusive evidence, and the only evidence,that such Obligation has been duly certified
or registered and delivered.
SECTION 6: Registration - Transfer - Exchange of Obligations - Predecessor
Obligations. The Paying Agent/Registrar shall obtain, record, and maintain in the Security
Register the name and address of every owner of the Obligations, or, if appropriate, the nominee
thereof. Any Obligation may, in accordance with its terms and the terms hereof, be transferred
or exchanged for Obligations of other authorized denominations upon the Security Register by
the Holder, in person or by his duly authorized agent, upon surrender of such Obligation to the
Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or
request for exchange duly executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of any Obligation at the corporate trust office of the Paying
Agent/Registrar, the Issuer shall execute and the Paying Agent/Registrar shall register and
deliver, in the name of the designated transferee or transferees, one or more new Obligations of
authorized denomination and having the same Stated Maturity and of a like interest rate and
aggregate principal amount as the Obligation or Obligations surrendered for transfer.
At the option of the Holder, Obligations may be exchanged for other Obligations of
authorized denominations and having the same Stated Maturity,bearing the same rate of interest
and of like aggregate principal amount as the Obligations surrendered for exchange upon
81044549.6 6
surrender of the Obligations to be exchanged at the corporate trust office of the Paying
Agent/Registrar. Whenever any Obligations are so surrendered for exchange, the Issuer shall
execute, and the Paying Agent/Registrar shall register and deliver, the Obligations to the Holder
requesting the exchange.
All Obligations issued upon any transfer or exchange of Obligations shall be delivered at
the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the
Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the
valid and binding obligations of the Issuer,evidencing the same obligation to pay, and entitled to
the same benefits under this Ordinance, as the Obligations surrendered upon such transfer or
exchange.
All transfers or exchanges of Obligations pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Obligations canceled by reason of an exchange or transfer pursuant to the provisions
hereof are hereby defined to be Predecessor Obligations, evidencing all or a portion, as the case
may be, of the same debt evidenced by the new Obligation or Obligations registered and
delivered in the exchange or transfer therefor. Additionally, the term Predecessor Obligations
shall include any Obligation registered and delivered pursuant to Section 17 in lieu of a
mutilated, lost, destroyed, or stolen Obligation which shall be deemed to evidence the same
obligation as the mutilated,lost,destroyed, or stolen Obligation.
SECTION 7: Initial Obligations. The Obligations herein authorized shall be initially
issued as a single fully registered Obligation in the aggregate principal amount of$7,390,000
with principal installments to become due and payable as provided in Section 2 hereof and
numbered T-1 (the Initial Obligations),and the Initial Obligations shall be registered in the name
of the Purchasers or the designee thereof. The Initial Obligations shall be the Obligations
submitted to the Office of the Attorney General of the State of Texas for approval, certified and
registered by the Office of the Comptroller of Public Accounts of the State of Texas and
delivered to the Purchasers. Any time after the delivery of the Initial Obligations to the
Purchasers, the Paying Agent/Registrar, pursuant to written instructions from the Purchasers, or
the designee thereof, shall cancel the Initial Obligations delivered hereunder and exchange
therefor definitive Obligations of like kind and of authorized denominations, Stated Maturities,
principal amounts and bearing applicable interest rates for transfer and delivery to the Holders
named at the addresses identified therefor; all pursuant to and in accordance with such written
instructions from the Purchasers, or the designee thereof, and such other information and
documentation as the Paying Agent/Registrar may reasonably require.
SECTION 8: FORMS.
A. Forms Generally. The Obligations,the Registration Certificate of the Comptroller
of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar,
and the form of Assignment to be printed on each of the Obligations shall be substantially in the
81044549.6 7
forms set forth in this Section with such appropriate insertions, omissions, substitutions, and
other variations as are permitted or required by this Ordinance and may have such letters,
numbers, or other marks of identification (including insurance legends in the event the
Obligations, or any Stated Maturities thereof, are insured and identifying numbers and letters of
the Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including any reproduction of an opinion of
counsel) thereon as may, consistent herewith, be established by the Issuer or determined by the
officers executing the Obligations as evidenced by their execution thereof. Any portion of the
text of any Obligation may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Obligation.
The definitive Obligations shall be printed, lithographed, or engraved, produced by any
combination of these methods, or produced in any other similar manner, all as determined by the
officers executing the Obligations as evidenced by their execution thereof, but the Initial
Obligation(s) submitted to the Attorney General of Texas may be typewritten or photocopied or
otherwise reproduced.
[The remainder of this page intentionally left blank]
•
81044549.6 8
B. Form of Definitive Obligation.
REGISTERED REGISTERED
NO. PRINCIPAL AMOUNT
United States of America
State of Texas
Counties of Nueces,Aransas,Kleberg, and San Patricio
CITY OF CORPUS CHRISTI,TEXAS
PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIES 2012
Dated Date: Interest Rate: Stated Maturity: CUSIP NO:
January 15,2012
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Corpus Christi, Texas (the Issuer), a body corporate and a municipal
corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for
value received, acknowledges itself indebted to and hereby promises to pay to the order of the
Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date
specified above,the Principal Amount specified above (or so much thereof as shall not have been
paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the
Closing Date, or from the most recent interest payment date to which interest has been paid or
duly provided for until such Principal Amount has become due and payment thereof has been
made or duly provided for,to the earlier of redemption or Stated Maturity, while Outstanding, at
the per annum rate of interest specified above computed on the basis of a 360-day year of
twelve 30-day months; such interest being payable on March 1 and September 1 of each year
commencing September 1, 2012.
Principal on this Obligation shall be payable to the Registered Owner hereof (the
Holder),upon presentation and surrender(provided, however,with respect to principal payments
prior to the final Stated Maturity, the Obligations need not be surrendered to the Paying
Agent/Registrar,who will merely document this payment on an internal ledger maintained by the
Paying Agent/Registrar), at the corporate trust office of the Paying Agent/Registrar executing the
registration certificate appearing hereon or a successor thereof. Interest shall be payable to the
Holder of this Obligation (or one or more Predecessor Obligations, as defined in the Ordinance
hereinafter referenced) whose name appears on the Security Register maintained by the Paying
Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the
month next preceding each interest payment date. All payments of principal of and interest on
this Obligation shall be in any coin or currency of the United States of America which at the time
of payment is legal tender for the payment of public and private debts. Interest shall be paid by
the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by
United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in
81044549.6 9
the Security Register or by such other method, acceptable to the Paying Agent/Registrar,
requested by the Holder hereof at the Holder's risk and expense.
This Obligation is one of the series specified in its title issued in the aggregate principal
amount of$7,390,000 (the Obligations)pursuant to an ordinance adopted by the City Council of
the Issuer(the Ordinance), for the purpose of providing funds for (1)the acquisition of personal
property and equipment related thereto, including a new energy management and control system
on a City-wide basis, and (2)the payment of professional services related to the acquisition and
financing of the aforementioned projects; and, all in conformity with the laws of the State of
Texas, including Subchapter A, Chapter 271, as amended, Texas Local Government Code,
Chapter 1371, as amended, Texas Government Code, the City's Home Rule Charter, and the
Ordinance.
As specified in the Ordinance, the Obligations having Stated Maturities on and after
March 1,2022 shall be subject to redemption prior to Stated Maturity, at the option of the Issuer,
on March 1, 2021 or on any date thereafter, in whole or in part in principal amounts of$5,000 or
any integral multiple thereof(and if within a Stated Maturity selected at random and by lot by
the Paying Agent/Registrar) at the redemption price of par, together with accrued interest to the
date of redemption, and upon thirty(30) days prior written notice being given by United States
mail, first-class postage prepaid,to the Holders of the Obligations to be redeemed, and subject to
the terms and provisions relating thereto contained in the Ordinance.
If this Obligation is subject to redemption prior to Stated Maturity and is in a
denomination in excess of$5,000, portions of the principal sum hereof in installments of$5,000
or any integral multiple thereof may be redeemed, and,if less than all of the principal sum hereof
is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the
surrender of this Obligation to the Paying Agent/Registrar at its corporate trust office, a new
Obligation or Obligations of like Stated Maturity and interest rate in any authorized
denominations provided in the Ordinance for the then unredeemed balance of the principal sum
hereof.
If this Obligation(or any portion of the principal sum hereof) shall have been duly called
for redemption and notice of such redemption has been duly given, then upon such redemption
date this Obligation(or the portion of the principal sum hereof to be redeemed) shall become due
and payable, and, if money for the payment of the redemption price and the interest accrued on
the principal amount to be redeemed to the date of redemption is held for the purpose of such
payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon
from and after the redemption date on the principal amount hereof to be redeemed. If this
Obligation is called for redemption, in whole or in part, the Issuer or the Paying Agent/Registrar
shall not be required to issue,transfer, or exchange this Obligation within forty-five (45) days of
the date fixed for redemption; provided, however, such limitation of transfer shall not be
applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its
redemption in part.
The Obligations of this series are payable from the proceeds of an annual ad valorem tax
levied upon all taxable property within the Issuer within the limitations prescribed by law.
81044549.6 10
Reference is hereby made to the Ordinance, a copy of which is on file in the corporate
trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied for the payment of the Obligations; the terms and conditions relating to
the transfer or exchange of the Obligations; the conditions upon which the Ordinance may be
amended or supplemented with or without the consent of the Holders; the rights, duties, and
obligations of the Issuer and the Paying Agent/Registrar; the terms and provisions upon which
this Obligation may be redeemed or discharged at or prior to the Stated Maturity thereof, and
deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified
in the Ordinance. Capitalized terms used herein have the same meanings assigned in the
Ordinance.
This Obligation, subject to certain limitations contained in the Ordinance, may be
transferred on the Security Register upon presentation and surrender at the corporate trust office
of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof,
or his duly authorized agent, and thereupon one or more new fully registered Obligations of the
same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the
same aggregate principal amount will be issued to the designated transferee or transferees.
The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder
hereof whose name appears on the Security Register (i)on the Record Date as the owner hereof
for purposes of receiving payment of interest hereon, (ii)on the date of surrender of this
Obligation as the owner hereof for purposes of receiving payment of principal hereof at its Stated
Maturity or its redemption, in whole or in part,and(iii) on any other date as the owner hereof for
all other purposes, and neither the Issuer nor the Paying Agent/Registrar, or any such agent of
either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a
scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest
payment(a Special Record Date)will be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the Issuer. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (the Special Payment
Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five
(5) business days prior to the Special Record Date by United States mail, first-class postage
prepaid,to the address of each Holder appearing on the Security Register at the close of business
on the last business day next preceding the date of mailing of such notice.
It is hereby certified, covenanted, and represented that all acts, conditions, and things
required to be performed, exist, and be done precedent to the issuance of this Obligation in order
to render the same a legal,valid, and binding obligation of the Issuer have been performed, exist,
and have been done, in regular and due time, form, and manner, as required by law, and that
issuance of the Obligations does not exceed any constitutional or statutory limitation; and that
due provision has been made for the payment of the principal of, premium if any, and interest on
the Obligations by the levy of a tax as aforestated. In case any provision in this Obligation or
any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality,
and enforceability of the remaining provisions and applications shall not in any way be affected
or impaired thereby. The terms and provisions of this Obligation and the Ordinance shall be
construed in accordance with and shall be governed by the laws of the State of Texas.
81044549.6 11
IN WITNESS WHEREOF, the Issuer has caused this Obligation to be duly executed
under its official seal.
CITY OF CORPUS CHRISTI, TEXAS
By
Mayor
ATTEST:
City Secretary
(CITY SEAL)
C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Obligations Only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER OF §
PUBLIC ACCOUNTS §
§ REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY that this Obligation has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
*NOTE TO PRINTER: Not to appear on printed Obligations.
81044549.6 12
D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive
Obligations Only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Obligation has been duly issued under the provisions of the within-mentioned
Ordinance; the Obligation or Obligations of the above-entitled and designated series originally
delivered having been approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar.
Registered this date: COMPASS BANK,AN ALABAMA
BANKING CORPORATION,as Paying
Agent/Registrar
By:
Authorized Signature
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name,address,and zip code of transferee):
(Social Security or other identifying number):
the within Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Obligation on the books kept for
registration thereof,with full power of substitution in the premises.
DATED:
NOTICE: The signature on this assignment must
correspond with the name of the registered owner as it
appears on the face of the within Obligation in every
particular.
Signature guaranteed:
81044549.6 13
F. The Initial Obligations shall be in the respective forms set forth in paragraph B of
this Section, except that the form of a single fully registered Initial Obligation shall be modified
as follows:
(i) immediately under the name of the Obligation(s) the headings "Interest
Rate "and"Stated Maturity "shall both be completed"as shown below";
(ii) the first two paragraphs shall read as follows:
Registered Owner:
Principal Amount:
The City of Corpus Christi, Texas (the Issuer), a body corporate and municipal
corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for
value received, acknowledges itself indebted to and hereby promises to pay to the order of the
Registered Owner named above, or the registered assigns thereof,the Principal Amount specified
above on the first day of March in each of the years and in principal amounts and bearing interest
at per annum rates in accordance with the following schedule:
Years of Payment Dates Principal Amounts($) Interest Rates(%)
(Information to be inserted from
schedule in Section 2 hereof).
(or so much thereof as shall not have been paid upon prior redemption)and to pay interest on the
unpaid Principal Amount hereof from the Closing Date (anticipated to be February 23, 2012) or
from the most recent interest payment date to which interest has been paid or duly provided for
until the Principal Amount has become due and payment thereof has been made or duly provided
for, at the per annum rates of interest specified above computed on the basis of a 360-day year of
twelve 30-day months; such interest being payable on March 1 and September 1 of each year,
commencing September 1, 2012.
Principal of this Obligation shall be payable to the Registered Owner hereof(the Holder),
upon presentation and surrender(provided, however, with respect to principal payments prior to
the final Stated Maturity, the Obligations need not be surrendered to the Paying Agent/Registrar,
who will merely document this payment on an internal ledger maintained by the Paying
Agent/Registrar), at the corporate trust office of Compass Bank, an Alabama banking
corporation, Houston, Texas (the Paying Agent/Registrar). Interest shall be payable to the
Holder of this Obligation whose name appears on the Security Register maintained by the Paying
Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the
month next preceding each interest payment date. All payments of principal of and interest on
this Obligation shall be in any coin or currency of the United States of America which at the time
of payment is legal tender for the payment of public and private debts. Interest shall be paid by
the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by
United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in
81044549.6 14
the Security Register or by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of,the Holder hereof.
G. Insurance Legend. If bond insurance is obtained by the Issuer or the Purchasers
for the Obligations, the Definitive Obligations and the Initial Obligations shall bear an
appropriate legend as provided by the insurer.
SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (i)the terms defined in
this Section have the meanings assigned to them in this Section, and certain terms used in
Sections 19 and 36 of this Ordinance have the meanings assigned to them in such Sections, and
all such terms include the plural as well as the singular; (ii)all references in this Ordinance to
designated "Sections" and other subdivisions are to the designated Sections and other
subdivisions of this Ordinance as originally adopted; and (iii)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.
A. The term Authorized Officials shall mean the Mayor of the City,the City Manager
of the Issuer, and the Assistant City Manager for General Government and Operations Support
and/or the City Secretary.
B. The term Closing Date shall mean the date of physical delivery of the Initial
Obligations in exchange for the payment in full by the Purchasers.
C. The term City shall mean the City of Corpus Christi, Texas located in the
Counties of Nueces, Aransas, Kleberg, and San Patrick', Texas and, where appropriate,the City
Council of the City.
D. The term Debt Service Requirements shall mean, as of any particular date of
computation, with respect to any obligations and with respect to any period,the aggregate of the
amounts to be paid or set aside by the Issuer as of such date or in such period for the payment of
the principal of, premium, if any, and interest(to the extent not capitalized) on such obligations;
assuming, in the case of obligations without a fixed numerical rate, that such obligations bear
interest at the maximum rate permitted by the terms thereof and further assuming in the case of
obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the
principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the
mandatory redemption provisions applicable thereto.
E. The term Depository shall mean an official depository bank of the Issuer.
F. The term Government Securities, as used herein, shall mean (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by,the
United States of America; (ii) noncallable obligations of an agency or instrumentality of the
United States,including obligations that are unconditionally guaranteed or insured by the agency
or instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent;
(iii)noncallable obligations of a state or an agency or a county, municipality, or other political
81044549.6 15
subdivision of a state that have been refunded and that, on the date the governing body of the
issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated
as to investment quality by a nationally recognized investment rating firm not less than AAA or
its equivalent; or(iv)any additional securities and obligations hereafter authorized by the laws of
the State of Texas as eligible for use to accomplish the discharge of obligations such as the
Obligations.
G. The term Holder or Holders shall mean the registered owner, whose name
appears in the Security Register, for any Obligation.
H. The term Interest Payment Date shall mean the date interest is payable on the
Obligations, being March 1 and September 1 of each year, commencing September 1, 2012,
while any of the Obligations remain Outstanding.
I. The term Obligation Fund shall mean the special Fund created and established by
the provisions of Section 10 of this Ordinance.
J. The term Obligations shall mean the $7,390,000 "CITY OF CORPUS CHRISTI,
TEXAS PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIES 2012"
authorized by this Ordinance.
K. The term Ordinance shall mean this ordinance finally adopted by the City Council
of the City on January 17,2012.
L. The term Outstanding when used in this Ordinance with respect to Obligations
shall mean, as of the date of determination, all Obligations issued and delivered under this
Ordinance,except:
(1) those Obligations canceled by the Paying Agent/Registrar or delivered to
the Paying Agent/Registrar for cancellation;
(2) those Obligations for which payment has been duly provided by the Issuer
in accordance with the provisions of Section 21 of this Ordinance;and
(3) those Obligations that have been mutilated, destroyed, lost, or stolen and
replacement Obligations have been registered and delivered in lieu thereof as provided in
Section 17 of this Ordinance.
M. The term Purchasers shall mean the initial purchasers of the Obligations named in
Section 18 of this Ordinance.
N. The term Stated Maturity shall mean the annual principal payments of the
Obligations payable on March 1 of each year, as set forth in Section 2 of this Ordinance.
SECTION 10: Obligation Fund— Investments. For the purpose of paying the interest on
and to provide a sinking fund for the payment, redemption, and retirement of the Obligations,
there shall be and is hereby created a special Fund to be designated "PUBLIC PROPERTY
FINANCE CONTRACTUAL OBLIGATIONS, SERIES 2012, INTEREST AND SINKING
81044549.6 16
FUND" (the Obligation Fund), which Fund shall be kept and maintained at the Depository, and
money deposited in such Fund shall be used for no other purpose and shall be maintained as
provided in Section 19. Authorized Officials of the Issuer are hereby authorized and directed to
make withdrawals from the Obligation Fund sufficient to pay the principal of, premium, if any,
and interest on the Obligations as the same become due and payable and shall cause to be
transferred to the Paying Agent/Registrar from money on deposit in the Obligation Fund an
amount sufficient to pay the purchase price or the amount of principal and/or interest stated to
mature on the Obligations, such transfer of funds to the Paying Agent/Registrar to be made in
such manner as will cause immediately available funds to be deposited with the Paying
Agent/Registrar on or before the business day next preceding each interest and principal payment
date for the Obligations.
Pending the transfer of funds to the Paying Agent/Registrar, money in any Fund created
and established by this Ordinance, at the option of the Issuer, may be placed in time deposits,
certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as
permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256,
Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance
Corporation) by obligations of the type hereinafter described, or be invested, as authorized by
any law, including investments held in book-entry form, in securities including, but not limited
to, direct obligations of the United States of America, obligations guaranteed or insured by the
United States of America, which,in the opinion of the Attorney General of the United States, are
backed by its full faith and credit or represent its general obligations, or invested in indirect
obligations of the United States of America, including, but not limited to, evidences of
indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land
Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks,
Government National Mortgage Association, Farmers Home Administration, Federal Home
Loan Mortgage Association, Small Business Administration, or Federal Housing Association;
provided that all such deposits and investments shall be made in such a manner that the money
required to be expended from such Fund will be available at the proper time or times. All
interest and income derived from deposits and investments in such Fund shall be credited to, and
any losses debited to, such Fund. All such investments shall be sold promptly when necessary to
prevent any default in connection with the Obligations.
SECTION 11: Tax Levy. To provide for the payment of the Debt Service Requirements
on the Obligations being (i)the interest on the Obligations and (ii)a sinking fund for their
redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater),
there shall be and there is hereby levied for the current year and each succeeding year thereafter
while the Obligations or any interest thereon shall remain Outstanding, a sufficient tax, within
the limitations prescribed by law, on each one hundred dollars' valuation of taxable property in
the Issuer, adequate to pay such Debt Service Requirements, full allowance being made for
delinquencies and costs of collection; said tax shall be assessed and collected each year and
applied to the payment of the Debt Service Requirements, and the same shall not be diverted to
any other purpose. The taxes so levied and collected shall be paid into the Obligation Fund and
are thereafter pledged to the payment of the Obligations. The City Council hereby declares its
purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service
Requirements, it having been determined that the existing and available taxing authority of the
81044549.6 17
Issuer for such purpose is adequate to permit a legally sufficient tax in consideration of all other
outstanding indebtedness and other obligations of the Issuer.
SECTION 12: Deposits to Obligation Fund — Surplus Obligation Proceeds. The Issuer
hereby covenants and agrees to cause to be deposited in the Obligation Fund prior to a principal
and interest payment date for the Obligations, from the annual levy of an ad valorem tax or from
other lawfully available funds, amounts sufficient to fully pay and discharge promptly each
installment of interest and principal of the Obligations as the same accrues or matures or comes
due by reason of Stated Maturity.
Accrued interest, if any, received from the Purchasers of the Obligations shall be
deposited to the Obligation Fund. In addition, any surplus proceeds from the sale of the
Obligations, including investment income thereon, not expended for authorized purposes, as
described in Section 1 hereof, shall be deposited in the Obligation Fund, and such amounts so
deposited shall reduce the sums otherwise required to be deposited in said Fund from ad valorem
taxes.
SECTION 13: Security of Funds. All money on deposit in the Funds for which this
Ordinance makes provision(except any portion thereof as may be at any time properly invested
as provided herein) shall be secured in the manner and to the fullest extent required by the laws
of the State of Texas for the security of public funds, and money on deposit in such Funds shall
be used only for the purposes permitted by this Ordinance.
SECTION 14: Remedies in Event of Default. In addition to all the rights and remedies
provided by the laws of the State of Texas, the Issuer covenants and agrees particularly that in
the event the Issuer(a)defaults in the payments to be made to the Obligation Fund or(b)defaults
in the observance or performance of any other of the covenants, conditions, or obligations set
forth in this Ordinance, the Holders of any of the Obligations shall be entitled to seek a writ of
mandamus issued by a court of proper jurisdiction compelling and requiring the governing body
of the Issuer and other officers of the Issuer to observe and perform any covenant, condition, or
obligation prescribed in this Ordinance.
No delay or omission to exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a waiver of any such default or
acquiescence therein, and every such right and power may be exercised from time to time and as
often as may be deemed expedient. The specific remedies herein provided shall be cumulative of
all other existing remedies and the specification of such remedies shall not be deemed to be
exclusive.
SECTION 15: Notices to Holders — Waiver. Wherever this Ordinance provides for
notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to
the address of each Holder as it appears in the Security Register.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for
81044549.6 18
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 16: Cancellation. All Obligations surrendered for payment, transfer,
redemption, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be
promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying
Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying
Agent/Registrar. The Issuer may at any time deliver to the Paying Agent/Registrar for
cancellation any Obligations previously certified or registered and delivered which the Issuer
may have acquired in any manner whatsoever,and all Obligations so delivered shall be promptly
canceled by the Paying Agent/Registrar. All canceled Obligations held by the Paying
Agent/Registrar shall be destroyed as directed by the Issuer.
SECTION 17: Mutilated, Destroyed, Lost, and Stolen Obligations. If(1)any mutilated
Obligation is surrendered to the Paying Agent/Registrar, or the Issuer and the Paying
Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any
Obligation, and (2)there is delivered to the Issuer and the Paying Agent/Registrar such security
or indemnity as may be required to save each of them harmless,then, in the absence of notice to
the Issuer or the Paying Agent/Registrar that such Obligation has been acquired by a bona fide
purchaser,the Issuer shall execute and,upon its request,the Paying Agent/Registrar shall register
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen
Obligation, a new Obligation of the same Stated Maturity and interest rate and of like tenor and
principal amount,bearing a number not contemporaneously outstanding.
In case any such mutilated, destroyed,lost, or stolen Obligation has become or is about to
become due and payable, the Issuer in its discretion may, instead of issuing a new Obligation,
pay such Obligation.
Upon the issuance of any new Obligation or payment in lieu thereof under this Section,
the Issuer may require payment by the Holder of a sum sufficient to cover any tax or other
governmental charge imposed in relation thereto and any other expenses and charges (including
attorney's fees and the fees and expenses of the Paying Agent/Registrar)connected therewith.
Every new Obligation issued pursuant to this Section in lieu of any mutilated, destroyed,
lost, or stolen Obligation shall constitute a replacement of the prior obligation of the Issuer,
whether or not the mutilated, destroyed, lost, or stolen Obligation shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and
ratably with all other Outstanding Obligations.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost,or stolen Obligations.
81044549.6 19
SECTION 18: Sale of Obligations — Authorization of Purchase Contract. The
Obligations authorized by this Ordinance are hereby sold to Compass Mortgage Corporation, an
Alabama Corporation, Houston, Texas (the Purchasers, and having all the rights, benefits, and
obligations of a Holder), in accordance with the provisions of a Purchase and Investment Letter
dated January 31, 2012 (the Purchase Contract) attached hereto as Exhibit C and incorporated
herein by reference as a part of this Ordinance for all purposes. The Initial Obligation shall be
registered in the name of Compass Mortgage Corporation, an Alabama Corporation. The pricing
and terms of the sale of the Obligations are hereby found and determined to be the most
advantageous reasonably obtainable by the Issuer. Each Authorized Official is hereby
authorized and directed to execute the Purchase Contract for and on behalf of the Issuer and as
the act and deed of the City Council, and in regard to the approval and execution of the Purchase
Contract, the City Council hereby finds, determines and declares that the representations,
warranties, and agreements of the Issuer contained in the Purchase Contract are true and correct
in all material respects and shall be honored and performed by the Issuer. Delivery of the
• Obligations to the Purchasers shall occur as soon as practicable after the adoption of this
Ordinance,upon payment therefor in accordance with the terms of the Purchase Contract.
Proceeds from the sale of the Obligations shall be applied as follows:
(1) Accrued interest (in the amount of$0.00), received from the Purchasers
shall be deposited into the Obligation Fund.
(2) The balance of the proceeds derived from the sale of the Obligations(after
paying costs of issuance) shall be deposited into the special acquisition and/or
construction account or accounts created for the projects to be constructed with the
proceeds of the Obligations. This special construction account shall be established and
maintained at the Depository and shall be invested in accordance with the provisions of
Section 10 of this Ordinance. Interest earned on the proceeds of the Obligations pending
completion of construction of the projects financed with such proceeds shall be accounted
for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201,
as amended, Texas Government Code, or as required by any other applicable law.
Thereafter, such amounts shall be expended in accordance with Section 12 of this
Ordinance.
SECTION 19: Covenants to Maintain Tax-Exempt Status.
A. Definitions. When used in this Section, the following terms have the following
meanings:
Closing Date shall mean the date of physical delivery of the Initial Obligations in
exchange for the payment in full by the Purchasers.
Code means the Internal Revenue Code of 1986, as amended by all legislation, if
any, effective on or before the Closing Date.
Computation Date has the meaning set forth in Section 1.148-1(b) of the
Regulations.
81044549.6 20
Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the
Regulations, and any replacement proceeds as defmed in Section 1.148-1(c) of the
Regulations,of the Obligations.
Investment has the meaning set forth in Section 1.148-1(b) of the Regulations.
Nonpurpose Investment means any investment property, as defmed in section
148(b)of the Code, in which Gross Proceeds of the Obligations are invested and which is
not acquired to carry out the governmental purposes of the Obligations.
Rebate Amount has the meaning set forth in Section 1.148-1(b) of the
Regulations.
Regulations means any proposed, temporary, or final Income Tax Regulations
issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal
Revenue Code of 1954, which are applicable to the Obligations. Any reference to any
specific Regulation shall also mean, as appropriate, any proposed, temporary or final
Income Tax Regulation designed to supplement, amend or replace the specific Regulation
referenced.
Yield of
(1) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations;and
(2) the Obligations means the yield on the Obligations, calculated pursuant to
Section 1.148-4 of the Regulations.
B. Not to Cause Interest to Become Taxable. The Issuer shall not use,permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Obligations to become includable in the gross income, as defined in section 61 of the Code, of
the owner thereof for federal income tax purposes. Without limiting the generality of the
foregoing, unless and until the Issuer receives a written opinion of counsel nationally recognized
in the field of municipal bond law to the effect that failure to comply with such covenant will not
adversely affect the exemption from federal income tax of the interest on any Obligation, the
Issuer shall comply with each of the specific covenants in this Section.
C. No Private Use or Private Payments. Except to the extent that it will not cause the
Obligations to become "private activity bonds" within the meaning of section 141 of the Code
and the Regulations and rulings thereunder, the Issuer shall at all.times prior to the last Stated
Maturity of Obligations:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds of the Obligations, and not use or permit the use of such Gross Proceeds
(including all contractual arrangements with terms different than those applicable to the
81044549.6 21
general public) or any property acquired, constructed or improved with such Gross
Proceeds in any activity carried on by any person or entity(including the United States or
any agency, department and instrumentality thereof) other than a state or local
government,unless such use is solely as a member of the general public; and
(2) not directly or indirectly impose or accept any charge or other payment by
any person or entity who is treated as using Gross Proceeds of the Obligations or any
property the acquisition, construction or improvement of which is to be financed or
refinanced directly or indirectly with such Gross Proceeds, other than taxes of general
application within the Issuer or interest earned on investments acquired with such Gross
Proceeds pending application for their intended purposes.
D. No Private Loan. Except to the extent that it will not cause the Obligations to
become "private activity bonds" within the meaning of section 141 of the Code and the
Regulations and rulings thereunder,the Issuer shall not use Gross Proceeds of the Obligations to
make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if: (i)property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income tax
purposes; (ii)capacity in or service from such property is committed to such person or entity
under a take-or-pay, output or similar contract or arrangement; or (iii)indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed
or improved with such Gross Proceeds are otherwise transferred in a transaction which is the
economic equivalent of a loan.
E. Not to Invest at Higher Yield. Except to the extent that it will cause the
Obligations to become "arbitrage bonds" within the meaning of section 148 of the Code and the
Regulations and rulings thereunder, the Issuer shall not at any time prior to the final Stated
Maturity of the Obligations directly or indirectly invest Gross Proceeds in any Investment,if as a
result of such investment the Yield of any Investment acquired with Gross Proceeds, whether
then held or previously disposed of,materially exceeds the Yield of the Obligations.
F. Not Federally Guaranteed. Except to the extent permitted by section 149(b)of the
Code and the Regulations and rulings thereunder, the Issuer shall not take or omit to take any
action which would cause the Obligations to be federally guaranteed within the meaning of
section 149(b)of the Code and the Regulations and rulings thereunder.
G. Information Report. The Issuer shall timely file the information required by
section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other
form and in such place as the Secretary may prescribe.
H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in
section 148(f)of the Code and the Regulations and rulings thereunder:
(1) The Issuer shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and apart from
all other funds (and receipts, expenditures and investments thereof) and shall retain all
81044549.6 22
records of accounting for at least six years after the day on which the last Outstanding
Obligation is discharged. However, to the extent permitted by law, the Issuer may
commingle Gross Proceeds of the Obligations with other money of the Issuer, provided
that the Issuer separately accounts for each receipt and expenditure of Gross Proceeds
and the obligations acquired therewith.
(2) Not less frequently than each Computation Date, the Issuer shall calculate
the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and
the Regulations and rulings thereunder. The Issuer shall maintain such calculations with
its official transcript of proceedings relating to the issuance of the Obligations until six
years after the final Computation Date.
(3) As additional consideration for the purchase of the Obligations by the
Purchasers and the loan of the money represented thereby and in order to induce such
purchase by measures designed to insure the excludability of the interest thereon from the
gross income of the owners thereof for federal income tax purposes, the Issuer shall pay
to the United States out of the Obligation Fund or its general fund, as permitted by
applicable Texas statute, regulation or opinion of the Attorney General of the State of
Texas,the amount that when added to the future value of previous rebate payments made
for the Obligations equals (i)in the case of a Final Computation Date as defined in
Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate
Amount on such date; and (ii)in the case of any other Computation Date, ninety percent
(90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be
made at the times, in the installments, to the place and in the manner as is or may be
required by section 148(f) of the Code and the Regulations and rulings thereunder, and
shall be accompanied by Form 8038-T or such other forms and information as is or may
be required by section 148(f)of the Code and the Regulations and rulings thereunder.
(4) The Issuer shall exercise reasonable diligence to assure that no errors are
made in the calculations and payments required by paragraphs (2)and(3), and if an error
is made, to discover and promptly correct such error within a reasonable amount of time
thereafter (and in all events within one hundred eighty (180) days after discovery of the
error), including payment to the United States of any additional Rebate Amount owed to
it,interest thereon,and any penalty imposed under Section 1.148-3(h)of the Regulations.
I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder,the Issuer shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Obligations, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection H of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Obligations not been
relevant to either party.
J. Obligations Not Hedge Bonds.
(1) The Issuer reasonably expects to spend at least 85% of the spendable
proceeds of the Obligations within three years after such Obligations are issued.
81044549.6 23
(2) Not more than 50% of the proceeds of the Obligations will be invested in
Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years
or more.
K. Elections. The Issuer hereby directs and authorizes the Mayor, City Manager,
Assistant City Manager for General Government and Operations Support, City Secretary, or City
Attorney, either or any combination of the foregoing,to make such elections in the Certificate as
to Tax Exemption or similar or other appropriate certificate, form, or document permitted or
required pursuant to the provisions of the Code or the Regulations, as they deem necessary or
appropriate in connection with the Obligations. Such elections shall be deemed to be made on
the Closing Date.
SECTION 20: Control and Custody of Obligations. The Mayor shall be and is hereby
authorized to take and have charge of all necessary orders and records pending investigation by
the Attorney General of the State of Texas and shall take and have charge and control of the
Obligations pending their approval by the Attorney General, the registration thereof by the
Comptroller of Public Accounts and the delivery of the Obligations to the Purchasers.
Furthermore, the Mayor, City Manager, Assistant City Manager for General Government
and Operations Support, City Secretary, or City Attorney, either or all, are hereby authorized and
directed to furnish and execute such documents relating to the Issuer and its financial affairs as
may be necessary for the issuance of the Obligations,the approval of the Attorney General of the
State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas
and,together with the Issuer's financial advisors, Bond Counsel, and the Paying Agent/Registrar,
make the necessary arrangements for the delivery of the Initial Obligations to the Purchasers and
the initial exchange thereof for definitive Obligations.
SECTION 21: Satisfaction of Obligation of Issuer. If the Issuer shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and
interest on the Obligations, at the times and in the manner stipulated in this Ordinance, then the
pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations
of the Issuer to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Obligations, or any principal amount(s)thereof, shall be deemed to have been paid within
the meaning and with the effect expressed above in this Section when(i)money sufficient to pay
in full such Obligations or the principal amount(s) thereof at Stated Maturity, together with all
interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying
Agent/Registrar, or an authorized escrow agent, or (ii)Government Securities shall have been
irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent,
which Government Securities have, in the case of a net defeasance, been certified by an
independent accounting firm to mature as to principal and interest in such amounts and at such
times as will insure the availability, without reinvestment, of sufficient money,together with any
money deposited therewith, if any, to pay when due the principal of and interest on such
Obligations, or the principal amount(s) thereof, at the Stated Maturity thereof or (if notice of
redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to
the Paying Agent/Registrar have been made)the redemption date thereof for the Obligations. In
the event of a gross defeasance of the Obligations, the City shall deliver a certificate from its
81044549.6 24
financial advisor, the Paying Agent/Registrar, or another qualified third party concerning the
deposit of cash and/or Government Securities to pay, when due, the principal of, redemption
premium (if any), and interest due on any defeased Obligations. The City covenants that no
deposit of money or Government Securities will be made under this Section and no use made of
any such deposit which would cause the Obligations to be treated as arbitrage bonds within the
meaning of section 148 of the Code(as defined in Section 19 hereof).
Any money so deposited with the Paying Agent/Registrar, and all income from
Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow
agent, pursuant to this Section which is not required for the payment of the Obligations, or any
principal amount(s) thereof, or interest thereon with respect to which such money has been so
deposited shall be remitted to the Issuer or deposited as directed by the Issuer. Furthermore,any
money held by the Paying Agent/Registrar for the payment of the principal of and interest on the
Obligations and remaining unclaimed for a period of three (3) years after the Stated Maturity or
applicable redemption date of the Obligations such money was deposited and is held in trust to
pay shall upon the request of the Issuer be remitted to the Issuer against a written receipt
therefor, subject to the unclaimed property laws of the State of Texas.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby
provided that any determination not to redeem defeased Obligations that is made in conjunction
with the payment arrangements specified in subsection (i) or(ii)above shall not be irrevocable,
provided that: (1)in the proceedings providing for such defeasance, the Issuer expressly reserves
the right to call the defeased Obligations for redemption; (2) gives notice of the reservation of
that right to the owners of the defeased Obligations immediately following the defeasance; (3)
directs that notice of the reservation be included in any redemption notices that it authorizes; and
(4) at the time of the redemption, satisfies the conditions of(i) or(ii) above with respect to such
defeased debt as though it was being defeased at the time of the exercise of the option to redeem
} the defeased Obligations, after taking the redemption into account in determining the sufficiency
of the provisions made for the payment of the defeased Obligations.
SECTION 22: Printed Opinion. The Purchasers' obligation to accept delivery of the
Obligations is subject to its being furnished a final opinion of Fulbright&Jaworski L.L.P., as
Bond Counsel, approving certain legal matters as to the Obligations, said opinion to be dated and
delivered as of the date of initial delivery and payment for such Obligations. Printing of a true
and correct copy of this opinion on the reverse side of each of the Obligations, with appropriate
certificate pertaining thereto executed by facsimile signature of the City Secretary of the Issuer is
hereby approved and authorized.
SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Obligations. It is expressly provided, however,that the presence or absence of CUSIP
numbers on the definitive Obligations shall be of no significance or effect as regards the legality
thereof, and neither the Issuer nor attorneys approving said Obligations as to legality are to be
held responsible for CUSIP numbers incorrectly printed or typed on the definitive Obligations.
SECTION 24: Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
81044549.6 25
SECTION 25: Ordinance a Contract; Amendments - Outstanding Obligations. The Issuer
acknowledges that the covenants and obligations of the Issuer herein contained are a material
inducement to the purchase of the Obligations. This Ordinance shall constitute a contract with
the Holders from time to time, shall be binding on the Issuer and its successors and assigns, and
shall not be amended or repealed by the Issuer so long as any Obligation remains Outstanding
except as permitted in this Section. The Issuer may, without the consent of or notice to any
Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental
to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal
defect or omission herein. In addition, the Issuer may, with the written consent of Holders
holding a majority in aggregate principal amount of the Obligations then Outstanding affected
thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however
that, without the consent of all Holders of Outstanding Obligations, no such amendment,
addition, or rescission shall (1)extend the time or times of payment of the principal of, and
interest on the Obligations, reduce the principal amount thereof, or the rate of interest thereon, or
in any other way modify the terms of payment of the principal of, the redemption price therefor,
or interest on the Obligations, (2)give any preference to any Obligation over any other
Obligation, or (3)reduce the aggregate principal amount of Obligations required for consent to
any such amendment, addition,or rescission.
SECTION 26: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the Issuer, Bond Counsel,
Paying Agent/Registrar, and the Holders, any right,remedy, or claim, legal or equitable,under or
by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the Issuer, Bond Counsel, the
Paying Agent/Registrar,and the Holders.
SECTION 27: Inconsistent Provisions. All ordinances and resolutions, or parts thereof,
which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to
the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling
as to the matters ordained herein.
SECTION 28: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
SECTION 29: Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 30: Severability. If any provision of this Ordinance or the application thereof
to any person or circumstance shall be held to be invalid,the remainder of this Ordinance and the
application of such provision to other persons and circumstances shall nevertheless be valid, and
the City Council hereby declares that this Ordinance would have been enacted without such
invalid provision.
SECTION 31: Incorporation of Preamble Recitals. The recitals contained in the
preamble hereof are hereby found to be true, and such recitals are hereby made a part of this
81044549.6 26
Ordinance for all purposes and are adopted as a part of the judgment and findings of the City
Council.
SECTION 32: Authorization of Paying Agent/Registrar Agreement. The City Council of
the Issuer hereby finds and determines that it is in the best interest of the Issuer to authorize the
execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and
transferability of the Obligations. A copy of the Paying Agent/Registrar Agreement is attached
hereto, in substantially final form, as Exhibit B and is incorporated by reference to the provisions
of this Ordinance.
SECTION 33: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is finally adopted was open to the public and public notice of
the time, place, and subject matter of the public business to be considered at such meeting,
including this Ordinance, was given, all as required by Chapter 551, as amended, Texas
Government Code.
SECTION 34: Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the Issuer or of the Paying Agent/Registrar shall
most effectively approximate such required publication and the giving of such notice in such
manner shall for all purposes of this Ordinance be deemed to be in compliance with the
requirements for publication thereof.
SECTION 35: No Recourse Against Issuer Officials. No recourse shall be had for the
payment of principal of, premium, if any, or interest on any Obligation or for any claim based
thereon or on this Ordinance against any official of the Issuer or any person executing any
Obligation.
SECTION 36: Continuing Disclosure Undertaking.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
The Obligations are being sold pursuant to a private placement with the Purchasers, in
denominations of generally$100,000 or any integral multiple of$5,000 in excess thereof, to less
than thirty-five sophisticated investors, and therefore the Rule is not applicable to the offering of
the Obligations. Accordingly, no contract to provide continuing disclosure information after the
issuance of the Obligations has been made by the Issuer with investors.
81044549.6 27
SECTION 37: Book-Entry Only System.
It is intended that the Obligations initially be registered so as to participate in a securities
depository system(the DTC System)with the Depository Trust Company,New York,New York,
or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the
Obligations shall be issued(following cancellation of the Initial Obligations described in Section
7) in the form of a separate single definitive Obligation. Upon issuance, the ownership of each
such Obligation shall be registered in the name of Cede&Co., as the nominee of DTC,and all of
the Outstanding Obligations shall be registered in the name of Cede & Co., as the nominee of
DTC. The Issuer and the Paying Agent/Registrar are authorized to execute, deliver, and take the
actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the
DTC System, including the Letter of Representations attached hereto as Exhibit D (the
Representation Letter).
With respect to the Obligations registered in the name of Cede & Co., as nominee of
DTC,the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any
broker-dealer,bank,or other financial institution for which DTC holds the Obligations from time
to time as securities depository (a Depository Participant) or to any person on behalf of whom
such a Depository Participant holds an interest in the Obligations (an Indirect Participant).
Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar
shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC,
Cede & Co., or any Depository Participant with respect to any ownership interest in the
Obligations, (ii)the delivery to any Depository Participant or any other person, other than a
registered owner of the Obligations, as shown on the Security Register, of any notice with
respect to the Obligations, including any notice of redemption, or (iii)the delivery to any
Depository Participant or any Indirect Participant or any other Person, other than a Holder of an
Obligation, of any amount with respect to principal of, premium, if any, or interest on the
Obligations. While in the DTC System, no person other than Cede & Co., or any successor
thereto, as nominee for DTC, shall receive an Obligation evidencing the obligation of the Issuer
to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon
delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in
this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word
"Cede &Co."in this Ordinance shall refer to such new nominee of DTC.
In the event that (a)the Issuer determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (b)the Representation Letter
shall be terminated for any reason, or (c)DTC or the Issuer determines that it is in the best
interest of the beneficial owners of the Obligations that they be able to obtain certificated
Obligations, the Issuer shall notify the Paying Agent/Registrar, DTC, and the Depository
Participants of the availability within a reasonable period of time through DTC of bond
certificates, and the Obligations shall no longer be restricted to being registered in the name of
Cede & Co., as nominee of DTC. At that time, the Issuer may determine that the Obligations
shall be registered in the name of and deposited with a successor depository operating a
securities depository system, as may be acceptable to the Issuer, or such depository's agent or
designee, and if the Issuer and the Paying Agent/Registrar do not select such alternate securities
depository system then the Obligations may be registered in whatever name or names the
81044549.6 28
Holders of Obligations transferring or exchanging the Obligations shall designate, in accordance
with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Obligation is registered in the name of Cede & Co., as nominee of DTC, all payments with
respect to principal of, premium, if any, and interest on such Obligation and all notices with
respect to such Obligation shall be made and given, respectively, in the manner provided in the
Representation Letter.
SECTION 38: Further Procedures. The officers and employees of the Issuer are hereby
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 corporate seal
and on behalf of the Issuer 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 initial
sale and delivery of the Obligations, the Paying Agent/Registrar Agreement, and the Purchase
Contract. In addition, prior to the initial delivery of the Obligations, the Mayor, City Manager,
Assistant City Manager for General Government and Operations Support, or the City Secretary
and Bond Counsel are hereby authorized and directed to approve any technical changes or
corrections to this Ordinance or to any of the instruments authorized and approved by this
Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more
completely document the transactions contemplated and approved by this Ordinance,(ii)obtain a
! rating from any of the national bond rating agencies, or (iii) obtain the approval of the
Obligations by the Texas Attorney General's office. In case any officer of the Issuer whose
signature shall appear on any certificate shall cease to be such officer before the delivery of such
certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if
such officer had remained in office until such delivery.
SECTION 39: Accounting Reports. The Issuer shall provide annually to the Purchasers
for so long as the Purchasers remain,a holder of the Obligations, within 180 days after the end of
each fiscal year ending in or after 2012, financial information and operating data with respect to
the Issuer; provided that such financial statements so to be provided shall be (1) prepared in
accordance with the generally accepted accounting principles, or such other accounting
principles as the Issuer may be required to employ from time to time pursuant to Texas law or
regulations, and (2) audited, if the Issuer 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 Issuer shall provide (1) unaudited
financial statements for the applicable fiscal year within 180 days after the end of such fiscal
year, and (2) audited financial statements for the applicable fiscal year to the Purchasers when
and if the audit report on such statements become available.
SECTION 40: Effective Date. Pursuant to the provisions of Section 1201.028, as
amended, Texas Government Code, this Ordinance shall be effective immediately upon
adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary
concerning a multiple reading requirement for the adoption of ordinances.
81044549.6 29
PASSED,APPROVED AND ADOPTED on the 17th day of January,2012.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
/ 10/,
•
City Secretary
(CITY SEAL)
APPROVED THIS 11DAY OF JANUARY,2012:
fiffilif4ratat
Carlos Valdez,City Attorney
Schedule I—Approval Certificate
Exhibit A—Personal Property
Exhibit B-Paying Agent/Registrar Agreement
Exhibit C-Purchase Contract
Exhibit D—DTC Letter of Representations
81044549.5 S-1
THE STATE OF TEXAS )(
CQUNTY OF NUECES )(
I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the
above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council
of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 17th day of
January, 2012, authorizing the issuance of the City's Public Property Finance Contractual
Obligations, Series 2012, which ordinance is duly of record in the minutes of said City Council,
and said meeting was open to the public, and public notice of the time,place and purpose of said
meeting was given, all as required by Texas Government Code, Chapter 551.
EXECUTED UNDER MY HAND AND SEAL of said City,this the I day of January, 2012.
/,
City Secretary
(CITY SEAL)
810445493 S-2
SCHEDULE I
Approval Certificate
See Tab No. 2
•
81044549.6 Schedule I-1
EXHIBIT A
Personal Property,Including a New Energy Management
and Control System on a City-Wide Basis
81044549.6 A-1
Table 4 . 2 - Facility Improvemer
Project City of Corpus Christi,TX ESPC
Scenario Final
Date September 16, 2011
Facility Improvement
Measures FIM Description Building
AIR 09.01 Lighting Upgrade the existing interior and exterior lighting systems
Improvements with new more efficient lighting technologies including AIR- Airport
controls where applicable.
AIR 16.01 Computer Power Install and program a software solution on (56) personal
Management computers within this facility which will reduce energy AIR-Airport
consumption during periods of inactivity.
AIR 26.01 High Efficiency Install (14) new high efficiency hand dryers in select high
Hand Dryers traffic restrooms to replace existing paper towel dispensers AIR- Airport
in an effort to reduce operational and material costs.
Air-Airport (Total):
AME 04.01 HVAC Controls Install a new energy management control system to
Improvements (Selena optimize the performance of the equipment serving the AME -American
Auditorium) Selena Auditorium. Includes VFDs on AHU Fans and Bank Center
demand controlled ventilation technology.
AME 09.01 Lighting Upgrade the existing interior and exterior lighting systems AME American
Improvements (Arena) with new more efficient lighting technologies including Bank Center
controls where aoolicable.
AME-09.01 Lighting Upgrade the existing interior and exterior lighting systems
AME - American
Improvements (Convention with new more efficient lighting technologies including Bank Center
Center) controls where aoolicable.
AME-09.01 Lighting Upgrade the existing interior and exterior lighting systems
AME
Improvements(Selena with new more efficient lighting technologies including
Auditorium) controls where aoolicable. Bank Center
American
AME 16.01 Computer Install and program a software solution on (62) computers AME -American
Power Management within this facility which will reduce energy consumption Bank Center
durina Periods of inactivity.
AME 16.02 Vending Power Install energy saving devices on (6) cold drink and (2) non- AME -American
Management refrigerated snack machines to reduce equipment operation Bank Center
durina unoccupied Periods.
Provide retro-commissioning of the equipment located at
AME-25.01 Retro- the Convention Center&Arena in an effort to improve the AME American
Commissioning (Convention overall energy performance of the facility. The existing
Center&Arena) HVAC control systems will also be enhanced and integrated Bank Center
onto the new city-wide user graphical interface system.
AME -American Bank Center (Total):
Install a new energy management control system to
CEN-04.01 HVAC Controls optimize the performance of the equipment serving this CEN - Central
Improvements facility. Includes VFDs on AHU Fans and demand controlled Library
ventilation technology on select AHUs.
CEN 09.01 Lighting Upgrade the existing interior and exterior lighting systems CEN Central
Improvements with new more efficient lighting technologies including Library
controls where applicable.
CEN 16.01 Com uter Install and program a software solution on (90) computers
p within this facility which will reduce energy consumption CEN Central
Power Management Library
during periods of inactivity.
Vending Power Install energy saving devices on (2) cold drink and (1) non-
CEN-16.02CEN Central
Management refrigerated snack machines to reduce equipment operation Library
durina unoccupied_oeriods.
CEN -Central Library (Total):
Install (2) new electrical 200-Ton water-cooled chillers in
CIT-02.01 Primary Chillers place of the existing aged absorption chillers which have
&Cooling Tower reached the end of their useful life. This measure also CIT- City Hall
Improvements includes the installation of a new more efficient cooling
tower and backup diesel generator with a 24 hour fuel tank.
CIT 02.02 IT Chiller Replace the existing IT area electric chiller with a new more
Improvements efficient 40-Ton water-cooled electric chiller. Excludes the CIT- City Hall
installation of new AHUs in the served area.
CIT 04.01 HVAC Controls This measure Involves the installation of VFDs and Demand
Improvements Controlled Ventilation technology on the (4) dedicated CIT- City Hall
outside air-handling units.
CIT 09.01 Lighting Upgrade the existing interior and exterior lighting systems
Improvements with new more efficient lighting technologies including CIT - City Hall
controls where applicable.
CIT 16.01 Computer Power Install and program a software solution on (1,057)
Management computers within this facility which will reduce energy CIT- City Hall
consumption during periods of inactivity,
CIT 16.02 Vending Power Install energy saving devices on (8) cold drink and (2) non-
Management refrigerated snack machines to reduce equipment operation CIT- City Hall
during unoccupied periods.
CIT 26.01 High Efficiency Install (14) new high efficiency hand dryers in select high
Hand Dryers traffic restrooms to replace existing paper towel dispensers CIT- City Hall
in an effort to reduce operational and material costs.
CIT-City Hall (Total):
HEA 09.01 Lighting Upgrade the existing interior and exterior lighting systems HEA Health
Improvements with new more efficient lighting technologies including Department
controls where applicable,
Install and program a software solution on (204) computers
HEA 16.01 Computer within this facility which will reduce energy consumption HEA- Health
Power Management Department
during periods of inactivity.
Install energy saving devices on (3) cold drink and (2) non-
HEA-16.02 Vending Power refrigerated snack machines to reduce equipment operation HEA - Health
Management Department
during unoccupied periods.
HEA 25.01 Commissioning Commissioning of the newly installed energy management HEA- Health
control system and HVAC equipment. Department
HEA- Health Department(Total):
Replace approximately (26)air-handling units, (125)VAV
MUN-04.01 HVAC boxes and install a new energy management control system MUN Municipal
Equipment&Controls to optimize the performance of the equipment serving this Courts and Police
Improvements facility. Includes VFDs on Fans and Pumps and demand
controlled ventilation technology on select AHUs.
MUN 09.01 Lighting Upgrade the existing interior and exterior lighting systems MUN - Municipal
Improvements with new more efficient lighting technologies including Courts and Police
controls where applicable.
MUN 16.01 Computer Install and program a software solution on (920) computers MUN - Municipal
Power Management within this facility which will reduce energy consumption Courts and Police
durina periods of inactivity.
MUN (Municipal Courts and Police (Total):
Integrate the existing HVAC controls systems onto the new
city-wide graphical user interface. Install new variable MUS Museum of
MUS-04.01 HVAC Controls frequency drives and demand controlled ventilation Science and
Improvements technology on the air-handling equipment. Provide retro- History
commissioning of the existing equipment to improve the
overall energy performance of the facility.
MUS 09.01 Lighting Upgrade the existing interior and exterior lighting systems MUS - Museum of
Improvements with new more efficient lighting technologies including Science and
controls where aoolicable. History
MUS 16.01 Computer Install and program a software solution on (20) computers MUS - Museum of
Power Management within this facility which will reduce energy consumption Science and
during Periods of inactivity. History
MUS- Museum of Science and History (Total):
Totals
* Since design cost, audit cost, etc. are distributed among the FIMs, the total project cost will not go up or
** For non recurring operational savings, the values are averaged over the 10 year length of this analysis.
*** Incentives are contingent on final approval and are not guaranteed. Funds are shown for reference onl
Confidential and Proprietary
it Measure ( FIM ) Summary
Annual Utility Annual Simple Payback Potential Non Guaranteed
Budget 9. Savings Operational (SPB) Incentives**Y Net Customer Cost (with
Savings Incentives)
$293,504 $42,397 $2,427 6.5 $7,775 $285,729
$1,345 $587 $0 2.3 $0 $1,345
•
$67,237 ($151) $9,600 7.1 $0 $67,237
1
I
$362,086 $42,832 $12,027 6.6 $7,775 $354,311
• $135,389 $26,884 SO 5.0 $0 $135,389
$191,840 $36,100 $4,077 4.8 $7,163 $184,677
$494,906 $87,660 $5,172 5.3 $21,388 $473,518
$25,126 $7,798 $304 3.1 $1,250 $23,876
$1,489 $650 $0 2.3 $0 $1,489
$3,138 $712 $0 4.4 $0 $3,138
$378,436 $36,569 $0 10.3 $0 $378,436
$1,230,324 $196,373 $9,553 6.0 $29,801 $1,200,523
$277,802 $26,833 $0 10.4 $0 $277,802
$145,865 $20,520 $2,317 6.4 $6,075 $139,790
$2,161 $1,940 $0 1.1 $0 $2,161
$1,141 $287 $0 4.0 $0 $1,141
$426,969 $49,579 $2,317 8.2 $6,075 $420,894
$1,418,603 ($6,956) $155,000 9.6 $0 $1,418,603
$109,693 $3,659 $3,900 14.5 $0 $109,693
$113,822 $16,606 $0 6.9 $0 $113,822
$426,270 $59,483 $4,443 6.7 $14,900 $411,370
$25,382 $11,087 $0 2.3 $0 $25,382
$3,994 $1,255 $0 3.2 $0 $3,994
$67,237 ($172) $9,600 7.1 $0 $67,237
$2,165,001 $84,962 $172,943 8.4 $14,900 $2,150,101
$177,653 $21,168 $1,573 7.8 $7,838 $169,815
$4,899 $2,049 $0 2.4 $0 $4,899
$1,853 $492 $0 3.8 $0 $1,853
$106,134 $15,090 $0 7.0 $0 $106,134
$290,539 $38,798 $1,573 7.2 $7,838 $282,701
$1,779,545 $31,965 $16,624 36.6 $0 $1,779,545
$260,918 $43,652 $3,570 5.5 $9,688 $251,230
$22,090 $9,241 $0 2.4 $0 $22,090
$2,062,553 $84,858 $20,194 19.6 $9,688 $2,052,865
$132,182 $36,881 $0 3.6 $0 $132,182
$279,866 $24,864 $4,788 9.4 $12,638 $267,228
$480 $200 $0 2.4 $0 $480
$412,528 $61,946 $4,788 6.2 $12,638 $399,890
$6,950,000 $559,349 $223,395 8.9 $88,715 $6,861,285
down by exactly the amounts shown here if a FIM or FIMs are dropped.
y.
Non-Guaranteed
Simple Payback(SPB)
(with Incentives)
6.4
2.3
7.1
6.5
5.0
4.6
5.1
2.9
2.3
4.4
10.3
5.8
10.4
6.1
1.1
4.0
8.1
9.6
14.5
6.9
6.4
2.3
3.2
7.1
8.3
7.5
2.4
3.8
7.0
7.0
36.6
5.3
2.4
19.5
3.6
9.0
2.4
6.0
8.8
EXHIBIT B
Paying Agent/Registrar Agreement
See Tab No.4
81044549.6 B-1
EXHIBIT C
Purchase Contract
See Tab No. 6
•
•
81044549.6 C4 1
EXHIBIT D
DTC Letter of Representations
See Tab No. 5
81044549.6 D-1