HomeMy WebLinkAbout029695 ORD - 12/11/2012CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
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CITY OF CORPUS CHRISTI §
COUNTIES OF NUECES, ARANSAS,
KLEBERT, AND SAN PATRICIO
THE UNDERSIGNED HEREBY CERTIFIES that:
1. The City Council (the City Council) of the City of Corpus Christi, Texas (the
City), convened on the 11th day of December, 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:
Nelda Martinez
David Loeb
Kelly Allen
Chad Magill
Priscilla Leal
Colleen McIntyre
Rudy Garza Jr.
Lillian Riojas
Mark Scott
Mayor
Mayor Pro Tem
Councilmember, District 1
Councilmember, District 2
Councilmember, District 3
Councilmember, District 4
Councilmember, District 5
Councilmember, At Large
Councilmember, At Large
with the following being absent: None , 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 GENERAL IMPROVEMENT REFUNDING BONDS,
SERIES 2012C", LEVYING AN ANNUAL AD VALOREM TAX, WITHIN
THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE
BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND
RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE
ISSUANCE, SALE, AND DELIVERY OF THE BONDS, INCLUDING THE
APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT
PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING
AGENT/REG1STRAR AGREEMENT, A PURCHASE CONTRACT, AND AN
ESCROW AND TRUST AGREEMENT; COMPLYING WITH THE LETTER
OF REPRESENTATIONS ON FILE 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 BONDS; AND
PROVIDING AN EFFECTIVE DATE
523237691
c
INDEXED
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:
"t voted "For" . voted "Against"i3 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
open to the public, and was posted and given in advance thereof in compliance with the
provisions of Chapter 55 1, as amended, Texas Govemment Code.
IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the
City, this I l th day of December, 2012.
City Secretary
City of Corpus Christi, Texas
(SEAL)
523237691
FINAL
ORDINANCE NO. 029695
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF
CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING
BONDS, SERIES 2012C", LEVYING AN ANNUAL AD VALOREM TAX,
WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE
PAYMENT OF THE BONDS; PRESCRIBING THE FORM, TERMS,
CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND
RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE
BONDS, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN
OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING
THE EXECUTION OF A PAYING AGENTIREGISTRAR AGREEMENT,
A PURCHASE CONTRACT, AND AN ESCROW AND TRUST
AGREEMENT; COMPLYING WITH THE LETTER OF
REPRESENTATIONS ON FILE 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 BONDS; AND
PROVIDING AN EFFECTIVE DATE
WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the
City) has heretofore issued, sold, and delivered, and there are currently outstanding obligations in
the aggregate original principal amount of $34,020,000 being the obligations set forth on
Schedule I hereto which is incorporated by reference for all purposes to this ordinance
(collectively, the Refunded Obligations); and
WHEREAS, the City Council intends to issue an aggregate principal amount of
$29,855,000 in general improvement refunding bonds the proceeds of which will be utilized to
provide for the (1) refunding of the Refunded Obligations and (ii) payment of the costs of
issuance of the general improvement refunding bonds; and
WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government
Code (the Act), the City Council is authorized to issue refunding bonds and deposit the proceeds
of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and
such deposit, when made in accordance with the Act, shall constitute the making of firm banking
and financial arrangements for the discharge and final payment of the Refunded Obligations; and
WHEREAS, the Act permits that the deposit of the proceeds from the sale of the
refunding bonds be deposited directly with any designated escrow agent which is not the
depository bank of the City; and
WHEREAS, when firm banking arrangements have been made for the payment of
principal of and interest to the stated maturity or redemption dates of the Refunded Obligations,
then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose
52322636.3
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of receiving payment from the funds provided for such purpose and may not be included in or
considered to be an indebtedness of the City for the purpose of a limitation on outstanding
indebtedness or taxation or for any other purpose; and
WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (as the
successor in interest to The Chase Manhattan Bank, Dallas, Texas, .1PMorgan Chase Bank,
Dallas, Texas, and The Bank of New York Trust Company, N.A., Dallas, Texas) currently serves
as the paying agent for the Refunded Obligations; and
WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (which
is not the depository bank of the City) is hereby appointed as the Escrow Agent (hereinafter
defined) and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas to serve as
Paying Agent/Registrar (hereafter defined) for the general improvement refunding bonds; and
WHEREAS, the City Council also hereby finds and determines that the Refunded
Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20)
years from the date of the refunding bonds herein authorized and being issued to restructure the
City's debt service and associated tax rates in the coming years and to remove and eliminate
prospectively restrictive bond covenants applicable to City property acquired or improved with
proceeds of the Refunded Obligations, will result in a net present value savings of $5,120,076.78
and a gross savings of $5,578,147.03 (15.050%), exclusive of the City's cash contribution of
$1,688,553.76; and
WHEREAS, the City Council hereby finds and determines that the issuance of the
general improvement refunding bonds is in the best interests of the residents of the City, now,
therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI
THAT:
SECTION 1. Authorization - Designation - Principal Amount - Purpose - Dated Date.
General improvement refunding bonds of the City shall be and are hereby authorized to be issued
in the aggregate principal amount of TWENTY NINE MILLION EIGHT HUNDRED FIFTY
FIVE THOUSAND AND NO/100 DOLLARS ($29,855,000), to be designated and bear the title
of "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING
BONDS, SERIES 2012C" (the Bonds), for the purpose of providing funds for the (i) discharge
and final payment of the Refunded Obligations and (ii) payment of the costs of issuance of the
Bonds, all in conformity with the laws of the State of Texas, particularly the Act, an ordinance
adopted by the City Council on December 11, 2012, and the City's Home Rule Charter.
As authorized by the Act, the Mayor of the City, the City Manager of the City, the
Assistant City Manager for General Government and Operations Support, and the City's Director
of Financial Services (each of the foregoing, individually, an Authorized Representative) are
hereby authorized, appointed, and designated as the officers of the City authorized to
individually act on behalf of the City in selling and delivering the Bonds authorized herein and
carrying out the procedures specified in this Ordinance, including the following:
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(1) Aggregate principal amount of each maturity of the Bonds; and
(2) Rate of interest to be borne on the principal amount of each maturity; and
(3) Interest payment dates; and
(4) Extraordinary, optional, and/or mandatory redemption provisions; and
(5) Pricing of each series of Bonds, including use of premium, discount,
underwriters' compensation, and costs of issuance; and
(6) Underwriting syndicate for each series of Bonds, including the
identification of the senior and book running manager and co -managers, respectively, for
each such series; and
(7) Dated Date; and
(8) Further designation of each series of Bonds by year issued.
Each Authorized Representative, acting for and on behalf of the City, is authorized to
execute the Approval Certificate attached hereto as Schedule II. The Bonds shall be issued in the
principal amount not to exceed $40,000,000; the maximum maturity of the Bonds will be
March 1, 2024; and the net effective per armum interest rate shall not exceed a rate greater than
7.00% per annum calculated in a manner consistent with the provisions of Chapter 1204, as
amended, Texas Government Code. The refunding of the Refunded Obligations shall result in a
net present value saving to the City of not less than 3.00%, excluding the City contribution and
costs of issuance. Lastly, each Authorized Representative is authorized to select the bond
insurer, if any, with respect to the Bonds. The execution of the Approval Certificate shall
evidence the sale date of the Bonds by the City to the Purchasers (hereinafter defined) in
accordance with the provisions of the Act. Upon execution of the Approval Certificate, Bond
Counsel is authorized to complete this Ordinance to reflect such final terms applicable to the
Bonds.
SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Interest Rates — Dated Date. The Bonds shall be issued as fully registered
obligations, without coupons, shall be dated December 1, 2012 (the Dated Date), and shall be in
denominations of $5,000 or any integral multiple thereof, and the Bonds shall become due and
payable on March 1 in each of the years and in principal amounts (the Stated Maturities) and
bear interest on the unpaid principal amounts from the Dated Date, or from the most recent
Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for,
to Stated Maturity, at the per annum rates, while Outstanding, in accordance with the following
schedule:
52322636.3
Years of
Stated Maturity
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Principal Interest
Amounts _.($) Rates (%)
3,375,000 2.000
3,530,000 3.000
2,710,000 4.000
2,890,000 4.000
3,005,000 4.000
3,190,000 4.000
3,315,000 4.000
3,445,000 4.000
2,145,000 5.000
2,250,000 5.000
The Bonds shall bear interest on the unpaid principal amount from the Dated Date or
from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid
or duly provided for, to the earlier of redemption or Stated Maturity 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 Bonds shall be payable on March 1 and September 1 in
each year, commencing on March 1, 2013 (the Interest Payment Date), while the Bonds are
Outstanding.
SECTION 3. Payment of Bonds - Paving Agent/Registrar.
The principal of, premium, if any, and the interest on the Bonds, 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
Bonds shall be without exchange or collection charges to the Holder (as hereinafter defined) of
the Bonds.
The selection and appointment of The Bank of New York Mellon Trust Company, N.A.,
Dallas, Texas (the Paying Agent/Registrar) to serve as the initial Paying Agent/Registrar for the
Bonds is hereby approved and confirmed, and the City 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 Bonds, all as provided herein,
in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in
substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the
Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide
a Paying AgentlRegistrar at all times while the Bonds 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
52322636.3
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shall be subject to supervision or examination by federal or state authority and authorized by law
to serve as a Paying Agent/Registrar.
The City 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 City agrees to promptly cause a written notice of this
substitution to be sent to each Holder of the Bonds 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 Bonds, due and payable by reason of
Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the
Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the
City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter
defined) for purposes of payment of interest on the Bonds, (ii) on the date of surrender of the
Bonds for purposes of receiving payment of principal thereof upon redemption of the Bonds or at
the Bonds' Stated Maturity, and (iii) on any other date for any other purpose. The City and the
Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for
purposes of receiving payment and all other purposes whatsoever, and neither the City 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 Bonds shall be payable only upon presentation
and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on
the Bonds 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 Bonds
(the Record Date) and shall be paid (i) by check sent 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 Bonds
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 Bonds 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 City. 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 a Bond appearing on the Security Register at the close of business on the last business
day next preceding the date of mailing of such notice.
52322636.3
SECTION 4. Redemption.
A. Optional Redemption. The Bonds having Stated Maturities on and after March 1,
2023 shall be subject to redemption prior to Stated Maturity, at the option of the City, on
March 1, 2022, or on any date thereafter, as a 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 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 Bonds (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to
exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed,
and the date set for the redemption thereof. The decision of the City to exercise the right to
redeem Bonds shall be entered in the minutes of the governing body of the City.
C. Selection of Bonds for Redemption. If less than all Outstanding Bonds 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 Bonds to be redeemed, provided that if less than the entire
principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond
then subject to redemption as representing the number of Bonds Outstanding which is obtained
by dividing the principal amount of such Bond by $5,000.
D. Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States mail, first-class postage
prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each
Holder of a Bond 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 Bonds, (ii)
identify the Bonds 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 Bonds, 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 Bonds, 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. This notice may also be published
once in a financial 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).
If a Bond 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 Bond (or
52322636.3
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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 Bonds (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 Bonds (or the principal amount thereof to be redeemed) called for redemption
shall cease to accrue and such Bonds shall not be deemed to be Outstanding in accordance with
the provisions of this Ordinance.
E. Transfer/Exchange of Bonds. Neither the City nor the Paying Agent/Registrar
shall be required (1) to transfer or exchange any Bond during a period beginning forty-five (45)
days prior to the date fixed for redemption of the Bonds or (2) to transfer or exchange any Bond
selected for redemption, provided, however, such limitation of transfer shall not be applicable to
an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption
in part.
SECTION 5. Execution - Registration. The Bonds shall be executed on behalf of the
City by its Mayor under the seal of the City reproduced or impressed thereon and attested by its
City Secretary. The signature of any of said officers on the Bonds may be manual or facsimile.
Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the
Dated Date, the proper officers of the City shall bind the City, notwithstanding that such
individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to
the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government
Code.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond 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 Bond shall be
conclusive evidence, and the only evidence, that such Bond has been duly certified or registered
and delivered.
SECTION 6. Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in
accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other
authorized denominations upon the Security Register by the Holder, in person or by his duly
authorized agent, upon surrender of such Bond 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 Bond at the corporate trust office of the Paying
Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver,
in the name of the designated transferee or transferees, one or more new Bonds of authorized
denomination and having the same Stated Maturity and of a like interest rate and aggregate
principal amount as the Bond or Bonds surrendered for transfer.
52322636.3 -7-
At the option of the Holder, Bonds may be exchanged for other Bonds of authorized
denominations and having the same Stated Maturity, bearing the same rate of interest and of like
aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds
to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any
Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar
shall register and deliver, the Bonds to the Holder requesting the exchange.
All Bonds issued upon any transfer or exchange of Bonds 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 City, evidencing the same obligation to pay, and entitled to the same
benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange.
All transfers or exchanges of Bonds 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.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the
same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or
transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered
and delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Bond which
shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond.
SECTION 7. Initial Bonds. The Bonds herein authorized shall be initially issued as a
single fully registered Bond in the aggregate principal amount of $29,855,000 with principal
installments to become due and payable as provided in Section 2 hereof and numbered T-1 (the
Initial Bonds), and the Initial Bonds shall be registered in the name of the Purchasers or the
designee thereof. The Initial Bonds shall be the Bonds 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 Bonds, the Paying Agent/Registrar, pursuant to written
instructions from the Purchasers, or the designee thereof, shall cancel the Initial Bonds delivered
hereunder and exchange therefor definitive Bonds of like kind and of authorized denominations,
Stated Maturities, principal amounts bearing applicable interest rates, and shall be lettered "R"
and numbered consecutively from one (1) upward 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 Bonds, the Registration Certificate of 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 Bonds shall be substantially in the forms
523226363
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 Bonds, 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 insurance legends and any reproduction of an opinion of counsel)
thereon as may, consistent herewith, be established by the City or determined by the officers
executing the Bonds as evidenced by their execution thereof. Any portion of the text of any
Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of
the Bond.
The definitive Bonds 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 Bonds as evidenced by their execution thereof, but the Initial Bond(s)
submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise
reproduced.
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52322636 3
B. Form of Definitive Bond.
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
GENERAL IMPROVEMENT REFUNDING BOND,
SERIES 2012C
Dated Date:
December 1, 2012
REGISTERED OWNER:
PRINCIPAL AMOUNT:
Interest Rate:
Stated Maturity: CUSIP NO:
The City of Corpus Christi, Texas (the City), 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
Dated 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
armum 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
March 1, 2013.
Principal on this Bond shall be payable to the Registered Owner hereof (the Holder),
upon presentation and surrender 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 Bond (or one or more Predecessor Bonds, 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 Bond 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 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.
523226363
-10-
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $29,855,000 (the Bonds) pursuant to an ordinance adopted by the governing body of
the City on December 11, 2012 (the Ordinance), for the purpose of providing funds for the (i)
discharge and final payment of the Refunded Obligations and (ii) payment of the costs of
issuance of the general improvement refunding bonds, under and in strict conformity with the
laws of the State of Texas, including Chapter 1207, as amended, Texas Government Code, and
the City's Home Rule Charter.
The Bonds stated to mature on and after March 1, 2023 may be redeemed prior to their
Stated Maturities, at the option of the City, on March 1, 2022, 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 plus accrued interest to the date of redemption; provided, however, that at least thirty (30)
days prior written notice shall be sent to the Holder of the Bonds to be redeemed by United
States mail, first-class postage prepaid, and subject to the terms and provisions relating thereto
contained in the Ordinance. If this Bond 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 Bond to the Paying Agent/Registrar at its corporate trust office,
a new Bond or Bonds 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 Bond (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 Bond (or the portion of the principal sum hereof to be redeemed) shall become due and
payable, and, if the 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 Bond
is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be
required to issue, transfer, or exchange this Bond 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 Bonds of this series are payable from the proceeds of an annual ad valorem tax
levied upon all taxable property within the City within the limitations prescribed by law.
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 Bonds; the terms and conditions relating to the
transfer or exchange of the Bonds; 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 City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be
redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer
52322636,3
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 Bond, 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 Bonds 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 City 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 Bond as
the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or
its earlier redemption, in whole or in part, and (iii) on any other date as the owner hereof for all
other purposes, and neither the City 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 City. 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 Bond in order to
render the same a legal, valid, and binding obligation of the City have been performed, exist, and
have been done, in regular and due time, form, and manner, as required by the laws of the State
of Texas and the Ordinance, and that the issuance of the Bonds 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 Bonds by the levy of a tax as aforestated. In
case any provision in this Bond 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 Bond and the Ordinance shall be construed in accordance with and shall be governed by the
laws of the State of Texas.
52322636.3
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- 2-
IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its
official seal.
ATTEST:
City Secretary
(CITY SEAL)
CITY OF CORPUS CHRISTI, TEXAS
Mayor
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52322636.3 -13-
C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Bonds 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 Bond 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 Bonds
D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds
Only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued under the provisions of the within -mentioned Ordinance;
the Bond or Bonds 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:
323226363 -1 4
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., 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 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond 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 Bond in every particular.
Signature guaranteed:
F. The Initial Bonds shall be in the respective forms set forth in paragraph B of this
Section, except that the form of a single fully registered Initial Bond shall be modified as
follows:
(i)
immediately under the name of the Bond(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 City), 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:
52322636,3 - : �-
Years of Principal Interest
Stated Maturity Amounts ($) 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 Dated Date or from the most recent interest payment
date to which interest has been paid or duly provided for, to the earlier of redemption or Stated
Maturity, 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 March 1, 2013.
Principal of this Bond shall be payable to the Registered Owner hereof (the Holder),
upon its presentation and surrender to Stated Maturity or prior redemption, while Outstanding, at
the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas
(the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond 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 Bond 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 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 City or Purchasers
(hereinafter defined), the Definitive Bonds and the Initial Bond(s) shall bear an appropriate
legend as provided by the insurer.
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52322636 3 -16-
SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in
this Section have the meanings assigned to them in this Section, and certain terms used in
Sections 21 and 38 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, the Mayor Pro Tem, the City
Manager, the Assistant City Manager for Government and Operations Support, the Director of
Financial Services, the City Secretary, and/or the City Attorney.
B. The term Bond Fund shall mean the special Fund created and established by the
provisions of Section 10 of this Ordinance.
C. The term Bonds shall mean the $29,855,000 "CITY OF CORPUS CHRISTI,
TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 20I2C" authorized by
this Ordinance.
D. The term City shall mean City of Corpus Christi, located in the Counties of
Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the City Council of
the City.
E. The term Closing Date shall mean the date of physical delivery of the Initial
Bonds in exchange for the payment in full by the Purchasers.
F. 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 City 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.
G. The term Depository shall mean an official depository bank of the City.
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 Tess than AAA or its equivalent; (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political
52322636.3 - l 7-
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
Bonds.
I. The term Holder or Holders shall mean the registered owner, whose name
appears in the Security Register, for any Bond.
J. The term Interest Payment Date shall mean the date interest is payable on the
Bonds, being March 1 and September 1 of each year, commencing March 1, 2013, while any of
the Bonds remain Outstanding,
K. The term Ordinance shall mean this ordinance adopted by the City Council of the
City on December 11, 2012.
L. The term Outstanding when used in this Ordinance with respect to Bonds shall
mean, as of the date of determination, all Bonds issued and delivered under this Ordinance,
except:
(1) those Bonds canceled by the Paying Agent/Registrar or delivered to the
Paying Agent/Registrar for cancellation;
(2) those Bonds for which payment has been duly provided by the City in
accordance with the provisions of Section 23 of this Ordinance; and
(3) those Bonds that have been mutilated, destroyed, lost, or stolen and
replacement Bonds 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 Bonds named in
Section 18 of this Ordinance.
N. The term Stated Maturity shall mean the annual principal payments of the Bonds
payable on March 1 of each year, as set forth in Section 2 of this Ordinance.
SECTION 10. Bond Fund; Investments. For the purpose of paying the interest on and to
provide a sinking fund for the payment, redemption, and retirement of the Bonds, there shall be
and is hereby created a special Fund to be designated "CITY OF CORPUS CHRISTI, TEXAS
GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2012C INTEREST AND
SINKING FUND" (the Bond Fund), which Bond Fund shall be kept and maintained at the
Depository, and money deposited in such Bond Fund shall be used for no other purpose and shall
be maintained as provided in Section 21. Authorized Officials of the City are hereby authorized
and directed to make withdrawals from the Bond Fund sufficient to pay the principal of,
premium, if any, and interest on the Bonds as the same become due and payable and shall cause
to be transferred to the Paying Agent/Registrar from money on deposit in the Bond Fund an
amount sufficient to pay the amount of principal and/or interest stated to mature on the Bonds,
52322636.3
-18-
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 Bonds.
Pending the transfer of funds to the Paying Agent/Registrar, money in any Fund
established by this Ordinance, at the option of the City, 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 Bonds.
SECTION 11. Tax Levy. To provide for the payment of the Debt Service Requirements
on the Bonds being (i) the interest on the Bonds 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
Bonds 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 City,
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 Bond Fund and are thereafter
pledged to the payment of the Bonds. 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 City for such
purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding
indebtedness and other obligations of the City.
SECTION 12. Deposits to Bond Fund; Surplus Bond Proceeds. The City hereby
covenants and agrees to cause to be deposited in the Bond Fund prior to a principal and interest
payment date for the Bonds, 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 Bonds as the same accrues or matures or comes due by reason of
Stated Maturity.
52322636.3
-19-
Accrued interest, if any, received from the Purchasers of the Bonds, along with any taxes
collected pertaining to the Refunded Obligations, after the Closing Date, shall be deposited to the
Bond Fund. In addition, any surplus proceeds from the sale of the Bonds, including investment
income thereon, not expended for authorized purposes shall be deposited in the Bond 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 City covenants and agrees particularly that in the
event the City (a) defaults in the payments to be made to the Bond 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 Bonds shall be entitled to seek a writ of mandamus
issued by a court of proper jurisdiction compelling and requiring the governing body of the City
and other officers of the City 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 appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
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
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 Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
52322636.3
-20-
and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar, The City
may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the City may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
directed by the City.
SECTION 17. Mutilated, Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Bond
is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive
evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is
delivered to the City 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 City or the Paying
Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City 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 Bond, a new Bond 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 Bond has become or is about to
become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such
Bond.
Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the
City 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 Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not
the mutilated, destroyed, lost, or stolen Bond 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 Bonds.
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 Bonds.
SECTION 18. Sale of Bonds Authorization of Purchase Contract — Official Statement
Approval. The Bonds authorized by this Ordinance are hereby sold to Hutchinson, Shockey,
Erley & Co., Houston, Texas, as the authorized representative of a group of underwriters (the
Purchasers, and having all the rights, benefits, and obligations of a Holder) in accordance with
the provisions of a Purchase Contract dated December 13, 2012 (the Purchase Contract)
attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for
all purposes. The Initial Bond shall be registered in the name of Hutchinson, Shockey, Erley &
Co. The pricing and terms of the sale of the Bonds are hereby found and determined to be the
most advantageous reasonably obtainable by the City. Each Authorized Representative is hereby
authorized and directed to execute the Purchase Contract for and on behalf of the City and as the
52322636.3
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 City contained in the Purchase Contract are true and correct in
all material respects and shall be honored and performed by the City. Delivery of the Bonds 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.
Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's
prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in
accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary
Official Statement by the Purchasers in connection with the public offering and sale of the
Bonds. The final Official Statement, being a modification and amendment of the Preliminary
Official Statement to reflect the terms of sale, attached as Exhibit A to the Purchase Contract
(together with such changes approved by any Authorized Official), shall be and is hereby in all
respects approved and the Purchasers are hereby authorized to use and distribute the final
Official Statement, dated December 13, 2012, in the reoffering, sale and delivery of the Bonds to
the public. The Mayor and City Secretary are further authorized and directed to manually
execute and deliver for and on behalf of the City copies of the Official Statement in final form as
may be required by the Purchasers, and such final Official Statement in the form and content
manually executed by said officials shall be deemed to be approved by the City and constitute
the Official Statement authorized for distribution and use by the Purchasers.
SECTION 19. Escrow and Trust Agreement Approval and Execution., Proceeds of Sale:
Contribution by City. The Escrow and Trust Agreement, dated as of December 11, 2012, to be
effective upon the initial delivery of the Bonds to the Purchasers (the Agreement) between the
City and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Escrow
Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this
Ordinance for all purposes, is hereby approved as to form and content, and such Agreement in
substantially the form and substance attached hereto, together with such changes or revisions as
may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be
executed by the Mayor and City Secretary and on behalf of the City and as the act and deed of
this City Council; and such Agreement as executed by said officials shall be deemed approved
by the City Council and constitute the Agreement herein approved.
Furthermore, any Authorized Official and Bond Counsel, in cooperation with the Escrow
Agent, are hereby authorized and directed to make the necessary arrangements for the purchase
of the Federal Securities referenced in the Agreement and the initial delivery thereof to the
Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of
the "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING
BOND SERIES 2012C ESCROW FUND" (the Escrow Fund), including the execution of the
subscription forms for the purchase and issuance of the "United States Treasury Securities - State
and Local Government Series", if any, for deposit to the Escrow Fund; all as contemplated and
provided by the provisions of the Act, this Ordinance, and the Agreement.
Immediately following the delivery of the Bonds, the proceeds of sale along with a cash
contribution, if any, from the City (less certain costs of issuance, and accrued interest, if any,
received from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for
52322636.3
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application and disbursement in accordance with the provisions of the Agreement. The proceeds
of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded
Obligations shall be disbursed for payment of costs of issuance and deposited with the place of
payment (of the Refunded Obligations) in an account in the name of the City and applied for the
purposes of providing for the payment of the costs and expenses incurred in connection therewith
or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from the
City Manager.
SECTION 20. Redemption of Refunded Obligations. Certain of the Refunded
Obligations referenced in the preamble hereof become subject to redemption prior to their stated
maturities at the price of par, premium, if any, and accrued interest to the date of redemption.
The Mayor shall give written notice to the respective paying agent/registrar for the Refunded
Obligations and the Escrow Agent that all of the Refunded Obligations have been called for
redemption, and the City Council orders that such obligations are called for redemption on the
dates set forth on Schedule I attached to this Ordinance, and such order to redeem the Refunded
Obligations on such dates shall be irrevocable upon the delivery of the Bonds. Copies of the
notices of redemption pertaining to the Refunded Obligations are attached to this Ordinance as
Exhibit D and are incorporated herein by reference for all purposes. The respective paying agent
for each series of Refunded Obligations is authorized and instructed to provide notice of these
redemptions to the holders of the Refunded Obligations in the form and manner described in the
respective ordinances authorizing the issuance of the applicable series of Refunded Obligations.
SECTION 21. Covenants to Maintain Tax -Exempt Status.
A. Definitions. When used in this Section, the following terms have the following
meanings:
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.
Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the
Regulations, of the Bonds.
Investment has the meaning set forth in Section 1.148-1(b) of the Regulations.
Nonpurpose Investment means any investment property, as defined in section
148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not
acquired to carry out the governmental purposes of the Bonds.
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
52322636.3
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Revenue Code of 1954, which are applicable to the Bonds. 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 Bonds has the meaning set forth in Section 1.148-4 of the Regulations.
B. Not to Cause Interest to Become Taxable. The City 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 or refinanced directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on
any Bond 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 City 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 Bond, the City 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
Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the
Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of
Bonds:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds (including property financed with Gross
Proceeds of the Refunded Obligations), and not use or permit the use of such Gross
Proceeds (including all contractual arrangements with terms different than those
applicable to the 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 Bonds or any property
the acquisition, construction or improvement of which is to be financed or refinanced
directly or indirectly with such Gross Proceeds (including property financed with Gross
Proceeds of the Refunded Obligations), other than taxes of general application within the
City 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 Bonds to become
"private activity bonds" within the meaning of section 141 of the Code and the Regulations and
rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans
52322636,3 -24-
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: (1)
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; (2)
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 (3) 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 not cause the
Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the
Regulations and rulings thereunder, the City shall not at any time prior to the final Stated
Maturity of the Bonds 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 Bonds.
F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed within the meaning of section
149(b) of the Code and the Regulations and rulings thereunder.
G. Information Report. The City 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(0 of the Code and the Regulations and rulings thereunder:
(1) The City 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
records of accounting for at least six years after the day on which the last Outstanding
Bond is discharged. However, to the extent permitted by law, the City may commingle
Gross Proceeds of the Bonds with other money of the City, provided that the City
separately accounts for each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City 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 City shall maintain such calculations with its
official transcript of proceedings relating to the issuance of the Bonds until six years after
the final Computation Date.
(3) As additional consideration for the purchase of the Bonds 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
52322636 3 -25-
gross income of the owners thereof for federal income tax purposes, the City shall pay to
the United States out of the Bond 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
Bonds 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{0 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{0 of the Code and the Regulations and rulings thereunder.
(4) The City 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 City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, 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 Bonds not been
relevant to either party.
J. Bonds Not Hedge. Bonds.
(1) At the time the original bonds refunded by the Bonds were issued, the City
reasonably expected to spend at least 85% of the spendable proceeds of such bonds
within three years after such bonds were issued.
(2) Not more than 50% of the proceeds of the original bonds refunded by the
Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield
for a period of 4 years or more.
K. Current Refunding of the Refunded Obligations. The Bonds are issued, in part, to
refund the Refunded Obligations set forth on Schedule I hereto listed as Item Numbers 1, 2, and
3 (the Current Refunded Obligations), and the Bonds will be issued, and the proceeds thereof
used, within 90 days after the Closing Date for the redemption of a portion of the Current
Refunded Obligations. In the issuance of the Bonds, the City has employed no "device" to
obtain a material financial advantage (based on arbitrage), within the meaning of section
149(d)(4) of the Code, apart from savings attributable to lower interest rates. The City has
complied with the covenants, representations, and warranties contained in the documents
executed in connection with the issuance of the Current Refunded Obligations.
52322636.3 -26-
L. Qualified Advance Refunding. The Bonds are issued, in part, to refund the
Refunded Obligations set forth on Schedule 1 hereto listed as Item Number 4 (the Advance
Refunded Obligations), and the Bonds will be issued more than 90 days before the redemption of
a portion of the Advance Refunded Obligations. The City represents as follows:
(1) The Bonds are the "first advance refunding" of any original bonds issued
after 1985 and are the "first or second advance refunding" of any original bonds issued
before 1986, both within the meaning of section 149(d)(3) of the Code.
(2) A portion of the Advance Refunded Obligations are being called for
redemption, and will be redeemed: (i) in the case of Advance Refunded Obligations
issued after 1985, not later than the earliest date on which such bonds may be redeemed
and on which the City will realize present value debt service savings (determined without
regard to administrative expenses) in connection with the issuance of the Bonds; and (ii)
in the case of Advance Refunded Obligations issued before 1986, not later than the
earliest date on which such issue may be redeemed at par or at a premium of 3 percent or
less and on which the City will realize present value debt service savings (determined
without regard to administrative expenses) in connection with the issuance of the Bonds.
(3) The initial temporary period under section 148(c) of the Code will end: (i)
with respect to the proceeds of the Bonds used to refund the Advance Refunded
Obligations not later than 30 days after the date of issue of such Bonds; and (ii) with
respect to proceeds of the Advance Refunded Obligations on the Closing Date if not
ended prior thereto.
(4) On and after the date of issue of the Bonds, no proceeds of the Refunded
Obligations will be invested in Nonpurpose Investments having a Yield in excess of the
Yield on such Advance Refunded Obligations.
(5) The Bonds are being issued for the purposes stated in the preamble of this
Ordinance. There is a present value savings associated with the refunding. In the
issuance of the Bonds the City has: (i) neither issued more bonds, nor issued bonds
earlier, and will not allow bonds to remain outstanding longer, than reasonably necessary
to accomplish the governmental purposes for which the Bonds were issued; (ii) not
employed an "abusive arbitrage device" within the meaning of Section 1.148-10(a) of the
Regulations; and (iii) not employed a "device" to obtain a material financial advantage
based on arbitrage, within the meaning of section 149(d)(4) of the Code, apart from
savings attributable to lower interest rates.
M. Elections. The City hereby directs and authorizes any Authorized Official or any
combination thereof, 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
Bonds. Such elections shall be deemed to be made on the Closing Date.
SECTION 22. Control and Custody of Bonds. The Mayor shall be and is hereby
authorized to take and have charge of all necessary orders and records pending investigation by
52322636.3 -27-
the Attorney General of the State of Texas and shall take and have charge and control of the
Bonds pending their approval by the Attorney General, the registration thereof by the
Comptroller of Public Accounts and the delivery of the Bonds to the Purchasers.
Furthermore, any Authorized Official, or any combination thereof, is hereby authorized
and directed to furnish and execute such documents relating to the City and its financial affairs as
may be necessary for the issuance of the Bonds, the approval of the Attorney General and their
registration by the Comptroller of Public Accounts and, together with the City's financial
advisors, Bond Counsel, and the Paying Agent/Registrar, make the necessary arrangements for
the delivery of the Initial Bonds to the Purchasers and the initial exchange thereof for definitive
Bonds.
SECTION 23. Satisfaction of Obligation of City. If the City 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 Bonds, 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
City to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds, 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 Bonds or the principal amount(s) thereof on or prior to Stated Maturity or to the
redemption date therefor, 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,
and/or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying
Agent/Registrar, or an authorized escrow agent, which Government Securities, in the case of a
net defeasance, have 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 Bonds, or the principal amount(s) thereof, on or
prior to 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. In the event of a gross defeasance of the Bonds, the City shall
deliver a certificate from its 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 Bonds. 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 Bonds to be treated as arbitrage
bonds within the meaning of section 148 of the Code (as defined in Section 21 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 Bonds, or any
principal amount(s) thereof, or interest thereon with respect to which such money has been so
deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any
money held by the Paying Agent/Registrar for the payment of the principal of and interest on the
Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity of the
Bonds or applicable redemption date, such money was deposited and is held in trust to pay shall
52322636.3
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upon the request of the City be remitted to the City 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 Bonds 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 City expressly reserves
the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that
right to the owners of the defeased Bonds 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 Bonds, after taking the redemption into account in determining the sufficiency of the
provisions made for the payment of the defeased Bonds.
SECTION 24. Printed Opinion. The Purchasers' obligation to accept delivery of the
Bonds is subject to its being fumished a final opinion of Fulbright & Jaworski L.L.P., as Bond
Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered
as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy
of said opinion on the reverse side of each of the Bonds, with appropriate certificate pertaining
thereto executed by facsimile signature of the City Secretary of the City is hereby approved and
authorized.
SECTION 25. CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or effect as regards the legality
thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds.
SECTION 26. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 27. Ordinance a Contract; Amendments - Outstanding Bonds. The City
acknowledges that the covenants and obligations of the City herein contained are a material
inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the
Holders from time to time, shall be binding on the City and its successors and assigns, and shall
not be amended or repealed by the City so long as any Bond remains Outstanding except as
permitted in this Section. The City 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 City may, with the written consent of Holders holding a
majority in aggregate principal amount of the Bonds 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 Bonds, no such amendment, addition, or rescission shall
(1) extend the time or times of payment of the principal of, and interest on the Bonds, 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 Bonds, (2) give any
52322636.3 -29-
preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of
Bonds required for consent to any such amendment, addition, or rescission.
SECTION 28. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, 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 City, Bond Counsel, the Paying
Agent/Registrar, and the Holders.
SECTION 29. 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 30. 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 31. 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 32. 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 33. 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
Ordinance for all purposes and are adopted as a part of the judgment and findings of the City
Council.
SECTION 34. Authorization of Paying Agent/Registrar Agreement. The City Council of
the City hereby finds and determines that it is in the best interest of the City to authorize the
execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and
transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached
hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions
of this Ordinance.
SECTION 35. Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is 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 36. Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or, for any reason,
52322636.3
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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 City 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 37. No Recourse Against City Officials. No recourse shall be had for the
payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon
or on this Ordinance against any official of the City or any person executing any Bond.
SECTION 38. Continuing Disclosure Undertaking.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
EMMA means the MSRB's Electronic Municipal Market Access system, accessible by
the general public, without charge, on the internet through the uniform resource locator (URL)
http://www.emma.msrb.org.
MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
B. Annual Reports.
The City shall file annually with the MSRB, (1) within six months after the end of each
fiscal year of the City ending in or after 2012, financial information and operating data with
respect to the City of the general type included in the final Official Statement authorized by
Section 18 of this Ordinance, being the information described in Exhibit E hereto, and (2) if not
provided as part such financial information and operating data, audited financial statements of
the City, when and if available. Any financial statements so to be provided shall be (i) prepared
in accordance with the accounting principles described in Exhibit E hereto, or such other
accounting principles as the City may be required to employ from time to time pursuant to state
law or regulation, and (ii) audited, if the City commissions an audit of such financial statements
and the audit is completed within the period during which they must be provided. if the audit of
such financial statements is not complete within such period, then the City shall file unaudited
financial statements within such period and audited financial statements for the applicable fiscal
year to the MSRB, when and if the audit report on such statements becomes available.
If the City changes its fiscal year, it will file notice of such change (and of the date of the
new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
52322636 3 -31-
C. Notice of Certain Events.
The City shall file notice of any of the following events with respect to the Bonds to the
MSRB in a timely manner and not more than 10 business days after occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(5)
Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB), or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds,
if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material; and
(14) Appointment of a successor or additional paying agent/registrar or the
change of name of a paying agent/registrar, if material.
For these purposes, any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has
52322636.3
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assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall file notice with the MSRB, in a timely manner, of any failure by the City
to provide financial information or operating data in accordance with this Section by the time
required by this Section.
D. Limitations, Disclaimers, and Amendments.
The City shall be obligated to observe and perform the covenants specified in this Section
for so long as, but only for so long as, the City remains an "obligated person" with respect to the
Bonds within the meaning of the Rule, except that the City in any event will give notice of any
deposit that causes the Bonds to be no longer Outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY
OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY
SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing their obligations under this Section
shall constitute a breach of or default under this Ordinance for purposes of any other provision of
this Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the
52322636.3
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provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount
(or any greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the holders and beneficial owners of the
Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or
repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, and the City also may amend the provisions of this
Section in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a)
such provisions as so amended and (b) any amendments or interpretations of the Rule. If the
City so amends the provisions of this Section, the City shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
E. Information Format Incorporation by Reference.
The City information required under this Section shall be filed with the MSRB through
EMMA in such format and accompanied by such identifying information as may be specified
from time to time thereby. Under the current rules of the MSRB, continuing disclosure
documents submitted to EMMA must be in word -searchable portable document format (PDF)
files that permit the document to be saved, viewed, printed, and retransmitted by electronic
means and the series of obligations to which such continuing disclosure documents relate must
be identified by CUSIP number or numbers.
Financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document) available to the public
through EMMA or filed with the SEC.
SECTION 39. Book -Entry Only System.
It is intended that the Bonds will 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 Bonds
shall be issued (following cancellation of the Initial Bond(s) described in Section 7) in the form
of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be
registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds
shall be registered in the name of Cede & Co., as the nominee of DTC. The City 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 F (the Representation Letter).
52322636.3
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With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the
City 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 Bonds 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 Bonds (an Indirect Participant). Without limiting
the immediately preceding sentence, the City 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 Bonds, (ii) the
delivery to any Depository Participant or any other person, other than a registered owner of the
Bonds, as shown on the Security Register, of any notice with respect to the Bonds, 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 a Bond, of any amount with respect to
principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person
other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond
certificate evidencing the obligation of the City to make payments of principal, premium, if any,
or 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 City 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 City determines that it is in the best interest
of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City 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 Bonds shall no
longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that
time, the City may determine that the Bonds shall be registered in the name of and deposited
with a successor depository operating a securities depository system, as may be acceptable to the
City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do
not select such altemate securities depository system then the Bonds may be registered in
whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall
designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Bond 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 Bond and all notices with respect to such
Bond shall be made and given, respectively, in the manner provided in the Representation Letter.
SECTION 40. Further Procedures. The officers and employees of the City 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 City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial
sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Purchase Contract,
the Agreement, and the Official Statement. In addition, prior to the initial delivery of the Bonds,
52322636 3
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any Authorized Official 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 and as described in the Official Statement, (ii) obtain a rating from any of the national
bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's
office. In case any officer of the City 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 41. 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.
[The remainder of this page intentionally left blank.]
52322636.3 -36-
PASSED, APPROVED AND ADOPTED on the 116 day of December, 2012.
CITY OF CORPUS CHRISTI
ATTEST:
City Secretary
(CITY SEAL)
APPROVED THIS Ilth DAY OF DECEMBER, 2012:
Carlos Valdez, City Attorne
Schedule I - Refunded Obligations
Schedule II - Approval Certificate
Exhibit A - Paying Agent/Registrar Agreement
Exhibit B - Purchase Contract
Exhibit C - Escrow and Trust Agreement
Exhibit D - Notices of Redemption
Exhibit E - Description of Annual Financial Information
Exhibit F - DTC Letter of Representations
52322&36.3
THE STATE OF TEXAS
COUNTY 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 11th day of
December, 2012, authorizing the issuance of the City's General Improvement Refunding Bonds,
Series 2012C, 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 11th day of December,
2012.
(CITY SEAL)
52322636.3
S-2.
City Secretary
Schedule I
Refunded Obligations
1. City of Corpus Christi, Texas General Improvement and Refunding
Bonds, Series 2001, dated March 15, 2001, issued in the original principal amount
of $39,150,000 and stated to mature on March 1 in each of the years 2013 through
2018 and March 1, 2021, in the aggregate principal amount of $10,570,000. The
redemption date for the Refunded Obligations is January 30, 2013.
2. City of Corpus Christi, Texas Combination Tax and Municipal Hotel
Occupancy Tax Revenue Certificates of Obligation, Series 2002, dated
November 1, 2002, issued in the original principal amount of $31,545,000 and
stated to mature on September 1 in each of the years 2013 through 2015,
September 1, 2017, and September I in each of the years 2018 through 2022, in
the aggregate principal amount of $19,255,000. The redemption date for the
Refunded Obligations is January 30, 2013.
3. City of Corpus Christi, Texas General Improvement Refunding Bonds,
Series 2003, dated April 1, 2003, issued in the original principal amount of
$22,575,000 and stated to mature on March 1 in each of the years 2014 and 2015,
in the aggregate principal amount of $1,505,000. The redemption date for the
Refunded Obligations is March 1, 2013.
4. City of Corpus Christi, Texas Combination Tax and Revenue Certificates
of Obligation, Series 2005 (Marina Development Project), dated June 1, 2005,
issued in the original principal amount of $4,500,000 and stated to mature on
September 1 in each of the years 2016 through 2025, in the aggregate principal
amount of $2,690,000. The redemption date for the Refunded Obligations is
September 1, 2015.
52322636.3 Schedule 1-1
SCHEDULE II
Approval Certificate
See Tab No. 2
52322636 3 Schedule 1I-1
EXHIBIT A
Paying Agent/Registrar Agreement
See Tab No. 4
52322636 3 A. it
EXHIBIT B
Purchase Contract
See Tab No. 9
523226363 B-
EXHIBIT C
Escrow and Trust Agreement
See Tab No. 5
52322636.3 C-1-
52322636 3
EXHIBIT D
Notices of Redemption
See Tab No. 28
0V
EXHIBIT E
Description of Annual Financial Information
The following information is referred to in Section 38 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or
under the headings of the Official Statement referred to) below:
1. Financial information and operating data with respect to the City of the general
type included in Appendix A under the headings "DEBT PAYABLE FROM
TAXES", "GENERAL REVENUES", "GENERAL EXPENSES", "AD
VALOREM TAXES", and "THE TAX INCREMENT FINANCING ACT".
2. The City's audited financial statements for the most recently concluded fiscal
year or to the extent these audited financial statements are not available, the
portions of the unaudited financial statements of the City appended to the Official
Statement as Appendix C, but for the most recently concluded fiscal year.
Accounting Principles
The accounting principles referred to in such Section are generally accepted accounting
principles for governmental units as prescribed by the Government Accounting Standards Board
from time to time.
52322636.3
E.q
EXHIBIT F
DTC Letter of Representations
See Tab No. 6
523226363«'�