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HomeMy WebLinkAbout030349 RES - 11/18/2014 FINAL A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS CALLING FOR REDEMPTION PRIOR TO STATED MATURITY CERTAIN OF ITS CURRENTLY OUTSTANDING OBLIGATIONS DESIGNATED AS "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2007" AND "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND UTILITY SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 2007"; DIRECTING THAT THE CITY SECRETARY, OR THE DESIGNEE THEREOF, EFFECTUATE THE REDEMPTION OF THESE OBLIGATIONS; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City Council (the City Council) of the City of Corpus Christi (the City) by separate ordinances, each adopted on February 13, 2007 (the GO Ordinance and the CO Ordinance, respectively, and together, the Ordinances), authorized the issuance of obligations designated as "City of Corpus Christi, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007", dated March 1, 2007 in the original principal amount of $6,985,000 (the 2007 Certificates), and "City of Corpus Christi, Texas General Improvement Bonds, Series 2007", dated March 1, 2007 in the original principal amount of $3,830,000 (the 2007 Bonds and, together with the 2007 Certificates, the 2007 Obligations); and WHEREAS, the 2007 Certificates are currently outstanding in the aggregate principal amount of$5,415,000, being comprised of obligations stated to mature on September 1 in each of the years 2015 through 2026, and the 2007 Bonds are currently outstanding in the aggregate principal amount of $2,970,000, being comprised of bonds stated to mature on September 1 in each of the years 2015 through 2026; and WHEREAS, the Texas Military Preparedness Commission (the TMPC), by and through financial assistance made available thereto by the Texas Public Finance Authority (the TPFA), was the sole purchaser, and currently remains the sole holder, of the 2007 Obligations; and WHEREAS, pursuant to the terms of the Ordinances, the 2007 Obligations are not subject to redemption prior to stated maturity until September 1, 2016; and WHEREAS, to accommodate a repurposing of unspent proceeds derived from the City's original sale of each series of 2007 Obligations, the City has requested, and the TMPC (as the sole holder of the 2007 Obligations) has agreed to, a redemption of certain of the 2007 Obligations prior to the redemption date specified in the Ordinances, provided that the City, concurrently with such redemption, makes available to the TMPC for purchase thereby (the TMPC to use such proceeds received as a result of the City's redemption of those 2007 Obligations) of the City's Tax Notes, Series 2014A (the 2014A Notes), so that the TMPC maintains a source of payment to satisfy its continuing obligations owed to the TPFA in connection with its receipt of financial assistance to accomplish the original purchase of the 2007 Obligations from the City; and 41052422.3 11 .- 1- 349 INDEXED WHEREAS, it is in the best interest of the City and the residents of the City to redeem certain Obligations as herein provided in order to terminate the payment obligations represented thereby and thus repurpose City capital resources in a manner that aligns with capital projects that fit within its current capital improvement plans; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: SECTION 1: Consent of Sole Holder of 2007 Obligations to Early Redemption. Notwithstanding any provision of each of the Ordinances to the contrary, the TMPC, as the sole holder of the 2007 Obligations, has waived the right to any notice and has consented to the redemption of those 2007 Obligations identified in Schedule I hereto (together, the Redeemed Obligations), in accordance with the provisions of the applicable Notice of Redemption. Evidence of this waiver and consent is attached hereto as Exhibit A. As a result of the foregoing, the Notice of Redemption applicable to each series of Redeemed Obligations, copies of which are attached hereto as Exhibit B, constitute sufficient notice of the City's intent to redeem the Redeemed Obligations on the date specified in the applicable Notice of Redemption. Accordingly, these redemptions are hereby determined to be permissible and effective notwithstanding any provisions of the Ordinances, as applicable to the particular series of Redeemed Obligations, or the Redeemed Obligations themselves, to the contrary. SECTION 2: Redemption of Redeemed Obligations. As provided in Section 1 hereof, the Redeemed Obligations are subject to redemption prior to their stated maturities at the price of par, plus accrued interest to the date of redemption, as provided in the Ordinances and as confirmed by the aforementioned consent of the TMPC. The City shall give written notice to the paying agent for the Redeemed Obligations that the Redeemed Obligations have been called for redemption, and the City Council hereby orders that such obligations are called for redemption on the redemption date set forth in Schedule I attached hereto, and such order to redeem the Redeemed Obligations on such date shall be irrevocable upon the delivery of the 2014A Notes. A copy of each Notice of Redemption pertaining to each series of Redeemed Obligations is attached hereto as Exhibit B and is incorporated herein by reference for all purposes. As provided in Section 1 hereto, the TMPC's consent and waiver attached hereto as Exhibit A evidences the sufficiency of notice of redemption of the Redeemed Obligations delivered to the TMPC by the City. SECTION 3: Deposit to Interest and Sinking Funds. To accomplish the redemption of the Redeemed Obligations, the City is hereby authorized to cause to be deposited to the respective interest and sinking funds established by and maintained under and pursuant to the applicable Ordinance relating to the particular series of Redeemed Obligations in an amount sufficient to pay the redemption price (comprised of principal and accrued, but unpaid, interest to their designated redemption date) of such Redeemed Obligations; provided, however, that such redemptions shall be conditioned upon the TMPC's agreement to purchase from the City the 2014A Notes upon terms and conditions approved by the City Council. To accomplish the redemption of the Redeemed Obligations, the City Council hereby appropriates and makes available lawfully available funds of the City, to include unspent and uncommitted proceeds derived from the sale of the 2007 Obligations, ad valorem tax proceeds levied and collected to pay principal of and interest on the Redeemed Obligations, and other lawfully available funds. 41052422.3 -2- SECTION 4: Evidence of Council Action. The Mayor and City Secretary, or either of them, are authorized to evidence adoption of this Resolution and to do any and all things necessary or convenient to effect the redemption described herein and otherwise give effect to the intent and purpose hereof. SECTION 5: Payment of Expenses. The City Council hereby approves payment from lawfully available City funds of professional fees and expenses of the City's Bond Counsel, the City's Financial Advisor, the paying agent for the Redeemed Obligations, the TMPC (and consultants and advisors thereto), the TPFA (and consultants and advisors thereto), and any other party whose services have been determined by the City to be necessary to accomplish the purpose and intent hereof. SECTION 6: Incorporation of Preamble. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part hereof for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 7: Conflicts with Prior Actions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision hereof are hereby repealed to the extent of such conflict, and the provisions hereof shall be and remain controlling as to the matters resolved herein. SECTION 8: Governing Law. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 9: Severability. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 10: Open Meeting. It is officially found, determined, and declared that the meeting at which this Resolution 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 Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 11: Effective Date. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. 41052422.3 -3- PASSED AND ADOPTED by the City Council of the City of Corpus Christi, Texas, this the 18th day of November, 2014. CITY OF CORPUS CHRISTI, TEXAS Cf\L Mayor ATTEST: 1 2s2:411Ze- C-, 01^-k-A) City Secretary (CITY SEAL) APPROVED THIS 18th DAY OF NOVEMBER, 2014: X ird Miles Risley, City Attorney 7- [The remainder of this page intentionally left blank.] 41052422.3 S-1 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 a Resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 18th day of November, 2014, calling for redemption prior to stated maturity certain of its currently outstanding obligations designated as "City of Corpus Christi, Texas General Improvement Bonds, Series 2007" and "City of Corpus Christi, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007", which resolution 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 18th day of November, 2014. T2s2- City Secretary (CITY SEAL) 41052422.3 S-2 Corpus Christi, TexasW 1'j of 004 Uy"6 , -1) 1 1k The above resolution was passed by the following vote: Nelda Martinez ct-t)L Kelley'Allen k- Jf Rudy Garza (1 -6-aL1 Priscilla Leal 1.1k)/41 David Loeb (1(9AC,1 Chad Magill (I(f Colleen McIntyre (1. 1) Lillian Riojas 1, Mark Scott ft 349 SCHEDULE I REDEEMED OBLIGATIONS 41052422.3 Schedule-1 EXHIBIT A WAIVER OF NOTICE AND CONSENT TO EARLY REDEMPTION 41052422.3 A-I EXHIBIT B NOTICES OF REDEMPTION 41052422.3 B-1