HomeMy WebLinkAbout030377 ORD - 12/16/2014 CERTIFICATE OF SECRETARY
THE STATE OF TEXAS §
COUNTIES OF NUECES, ARANSAS, §
KLEBERG, AND SAN PATRICIO §
CITY OF CORPUS CHRISTI §
THE UNDERSIGNED HEREBY CERTIFIES that:
I. On the 16th day of December, 2014, the City Council (the City Council) of the
City of Corpus Christi (the City), convened in regular session at its regular meeting place of the
City(the Meeting), the duly constituted members of the City being as follows:
Nelda Martinez Mayor
Kelley Allen Councilmember, District I
Chad Magill Councilmember, District 2
Priscilla Leal Councilmember, District 3
Colleen McIntyre Councilmember, District 4
Rudy Garza Jr. Councilmember, District 5
David Loeb Councilmember,At Large
Lillian Riojas Councilmember, At Large
Mark Scott Councilmember, At Large
and all of such persons were present at the Meeting, except the following: Priscilla Leal and
Mark Scott , thus constituting a quorum. Among other business considered at the Meeting, the
attached ordinance(the Ordinance)entitled:
AN ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF CORPUS
CHRISTI, TEXAS MARINA SYSTEM REVENUE BONDS, TAXABLE
SERIES 2015" IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $2,600,000; PROVIDING FOR THE PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON THE BONDS BY A FIRST AND PRIOR
LIEN ON AND PLEDGE OF THE NET REVENUES OF THE CITY'S
MARINA SYSTEM; STIPULATING THE TERMS AND CONDITIONS FOR
THE ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY
THEREWITH; PROVIDING THE TERMS AND CONDITIONS OF SUCH
BONDS AND RESOLVING OTHER MATTERS INCIDENT AND RELATING
TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY
THEREOF; AUTHORIZING THE EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT AND A PURCHASE AND
INVESTMENT LETTER; AND PROVIDING AN EFFECTIVE DATE
was introduced and submitted to the Council for passage and adoption. After presentation and
discussion of the Ordinance, a motion was made by Councilmember N/A that the
Ordinance be finally passed and adopted in accordance with the City's Home Rule Charter. The
79670869.1
INDEXED
motion was seconded bby� Councilmember (U 1p and carried by the following vote:
I voted"For" Q voted"Against" a abstained
all as shown in the official Minutes of the City Council 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 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 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, was open to the public and written notice of said
meeting, including the subject of the Ordinance, was posted and given in advance thereof in
compliance with the provisions of Chapter 551,as amended, Texas Government Code.
IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the
City, this 16th day of December, 2014. � ]
t_aJdPr(',C.(n
City Secretary
City of Corpus Christi, Texas'
(SEAL)
79670869.I -2-
FINAL
ORDINANCE NO. 030377
AUTHORIZING THE ISSUANCE OF CITY OF CORPUS CHRISTI,
TEXAS MARINA SYSTEM REVENUE BONDS, TAXABLE SERIES 2015"
IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$2,600,000; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF
AND INTEREST ON THE BONDS BY A FIRST AND PRIOR LIEN ON
AND PLEDGE OF THE NET REVENUES OF THE CITY'S MARINA
SYSTEM; STIPULATING THE TERMS AND CONDITIONS FOR THE
ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY
THEREWITH; PROVIDING THE TERMS AND CONDITIONS OF SUCH
BONDS AND RESOLVING OTHER MATTERS INCIDENT AND
RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND
DELIVERY THEREOF; AUTHORIZING THE EXECUTION OF A
PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE AND
INVESTMENT LETTER; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City of Corpus Christi, Texas is authorized by Chapter 54, as amended,
Texas Transportation Code (the Act), to establish, acquire, lease, construct, improve, enlarge,
equip, repair,operate,or maintain certain facilities for municipal purposes; and
WHEREAS, the Act permits the City Council of the City (the City Council) to issue
revenue bonds to provide all or part of the money to establish, acquire, construct, improve,
enlarge, equip, or repair specified facilities and to secure such revenue bonds by a pledge of and
lien on revenues from all or a designated part of the revenues derived by the City from the
ownership and operation of such facilities; and
WHEREAS, the City owns and operates, and on its books and records maintains (as an
enterprise fund), a marina system (as further described and defined herein, the System), where it
accounts, separate and apart from other funds of the City, the revenues therefrom and the
expenses therefor; and
WHEREAS, the City Council has heretofore issued, and there currently remain
outstanding certain maturities of, its City of Corpus Christi, Texas, Combination Tax and
Revenue Certificates of Obligation, Series 2005 (Marina Development Project), which
obligations are secured by and payable from, in part, those surplus System net revenues
remaining after payment of the costs of operating and maintaining the System, as well as any
other obligations of the System then or thereafter existing, pursuant to and in reliance upon the
provisions of the Act;and
WHEREAS, in reliance upon the provisions of the Act permitting the lien on and pledge
of all or a designated part of the revenues of facilities owned and maintained thereunder, and for
the purpose of allocating the costs of System improvement to the revenues resultant therefrom,
the City Council has determined to establish a first and prior lien revenue finance system in
79708404.8
support of the System, secured (primarily) by a first and prior lien on and pledge of Net
Revenues (defined herein) that is senior and superior to the lien thereon and pledge thereof
securing the currently outstanding Subordinate Lien Obligations (defined herein); and
WHEREAS, the City Council deems it appropriate to issue the hereinafter authorized
revenue bonds in an aggregate principal amount of $2,600,000, for the primary purpose of (i)
acquiring, purchasing, constructing, improving, repairing, extending, equipping, and renovating
the System; and (ii) paying the costs of issuance of these revenue bonds; and
WHEREAS, the City Council hereby finds and determines that the establishment of a
first and prior lien finance system in support of the System and the issuance of these revenue
bonds as the initial issuance thereunder, under the terms specified herein, 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,
TEXAS THAT:
SECTION I. Authorization - Designation - Principal Amount - Purpose. Revenue
bonds of the City shall be and are hereby authorized to be issued in the aggregate principal
amount of TWO MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS
($2,600,000), to be designated and bear the title of "CITY OF CORPUS CHRISTI, TEXAS
MARINA SYSTEM REVENUE BONDS, TAXABLE SERIES 2015 (the Bonds), pursuant to an
ordinance adopted by the City Council (the Ordinance) for the purposes of CO building,
improving, extending, renovating, enlarging, and repairing the System and (ii) the payment of the
costs of issuance for the Bonds. The Bonds shall be payable from and equally and ratably secured
as to both principal and interest by a first and prior lien on and pledge of the Pledged Revenues,as
further described in Section 10 hereof. The Bonds are authorized to be issued pursuant to the
authority conferred by and in conformity with the laws of the State of Texas, the Act, the City's
Home Rule Charter, and this Ordinance.
SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Interest Rates - Dated Date. The Bonds are issuable in fully registered form only,
shall be dated December I, 2014 (the Dated Date), shall generally be in denominations of
$100,000 or any integral multiple of$5,000 in excess thereof, shall be lettered"R-"and numbered
consecutively from One (I) upward and principal shall become due and payable on March I in
each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid
principal amounts from the Registration Date noted on the Registration Certificate of the Paying
Agent/Registrar (as provided in the Form of Bond in Section 8(b) hereof), or the most recent
Intme� . Payment Date (hereafter defined) to which interest has been paid or duly provided for, to
theearlier of redemption or Stated Maturity, at the rates per annum, while Outstanding, in
accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts($) Rates(%)
2016 140,000 3.00
2017 145,000 3.00
2018 U0,000 3.00
79708404.8 - 2 -
Years of Principal Interest
Stated Maturity Amounts ($) Rates(%)
2019 155,000 3.00
2020 155,000 3.00
2021 160,000 3.00
2022 165,000 3.00
2023 170,000 3.00
2024 175,000 3.00
2025 185,000 3.00
2026 190,000 3.00
2027 195,000 3.00
2028 200,000 3.00
2029 205,000 3.00
2030 210,000 3.00
The Bonds shall bear interest on the unpaid principal amount thereof at the per annum
rates shown above, computed on the basis of a 360-day year of twelve 30-day months, and
interest thereon shall be payable on March I and September I of each year (the Interest Payment '
Date),commencing September I, 2015, while the Bonds are Outstanding.
SECTION 3. Payment of Bonds - Interest Payments - Paving Agent/Registrar. The
principal of, premium, if any, and 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 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 BOKP,NA dba Bank of Texas, Austin, Texas, to serve
as the initial Paying Agent/Registrar (the 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 Agent/Registrar 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
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 an order or resolution terminating
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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 for purposes
of payment of interest thereon, (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 or upon prior redemption of the Bonds, 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 (provided,
however, with respect to principal payments prior to the final Stated Maturity, the Bonds need
not be surrendered to the Paying Agent/Registrar, who will merely document the payment on an
internal ledger maintained by the Paying Agent/Registrar). 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 on or prior to the appropriate date of payment by United States
mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder
appearing in the Security Register or (ii) by such other method, acceptable to the Paying
Agent/Registrar, requested in wilting 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, 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 AgenURegistrar, 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 Dare - 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.
79708404.8 - 4 -
SECTION 4. Redemption.
A. Optional Redemption. The Bonds shall be subject to redemption prior to Stated
Maturity, at the option of the City, on any date, 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 City Council.
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. 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 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. This notice may
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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).
E. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be required
(i) 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 (ii) 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 an Authorized Representative of the City, its seal reproduced or impressed thereon, and
attested by its Secretary. The signature of either officer on the Bonds may be manual or
facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time
of the Issue 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 (defined herein), 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.
At the option of the Holder, Bonds may be exchanged for other Bonds of the same series
and 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
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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 fee, 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 28 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 Bond(s). The Bonds herein authorized shall be issued initially
either (i)as a single fully-registered Bond in the total principal amount of $2,600,000 with
principal installments to become due and payable as provided in Section 2 and numbered T-I, or
(ii)as one (1) fully-registered Bond for each year of Stated Maturity in the applicable principal
amount and denomination and to be numbered consecutively from T-I and upward (the Initial
Bond(s)) and, in either case, the Initial Bond(s) shall be registered in the name of the initial
purchasers or the designee thereof The Initial Bond(s) 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 Bond(s), the Paying Agent/Registrar shall cancel the Initial
Bond(s) delivered hereunder and exchange therefor definitive Bonds of authorized
denominations, Stated Maturities, principal amounts and bearing applicable interest rates for
transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and
in accordance with such written instructions from the initial 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 the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar,
and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms
set forth in this Section with such appropriate insertions, omissions, substitutions, and other
79708404 8 - 7 -
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 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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•
79708404.8 - 8 -
B. Form of Definitive Bond.
REGISTERED
REGISTERED PRINCIPAL AMOUNT
Na g
United States of America
State of Texas
Counties of Nueces, Aransas, Kleberg, and San Patricio
CITY OF CORPUS CHRISTI,TEXAS
MARINA SYSTEM REVENUE BONDS,
TAXABLE SERIES 2015
Dated Date: Interest Rate: Stated Maturity: CUSIP NO:
December 1, 2014
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Corpus Christi, Tekas(the City), a body corporate and a political subdivision'
located in the Counties of Nueces, Aransas, Kleberg, and San Patricio State of Texas, for value
received, 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 Registration Date (noted in the
Registration Certificate of the Paying Agent/Registrar) 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 rate of interest specified above computed on the basis of a 360-day
year of 30-day months; such interest being payable on March 1 and September 1 of each year
commencing September 1, 2015.
Principal and premium, if any, of the Bond shall be payable to the Registered Owner
hereof (the Holder) upon presentation and surrender (provided, however, with respect to
principal payments prior to the final Stated Maturity, the Bonds need not be surrendered to the
Paying Agent/Registrar, who will merely document the payment on an internal ledger
maintained by the Paying Agent/Registrar), at the corporate trust office of the Paying
Agent/Registrar executing the registration certificate appearing hereon or a successor thereof.
Interest shall be payable to the Holder of this 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 the appropriate date of
payment by United States Mail, first-class postage prepaid, to the Holder hereof at the address
7c70a404.8 - 9-
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.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of$2,600,000 (the Bonds) pursuant to an ordinance adopted by the governing body of
the City (the Ordinance), for the purposes of (i) building, improving, extending, renovating,
enlarging, and repairing the System and (ii) paying the costs of their issuance. The Bonds are
authorized to be issued pursuant to the authority conferred by and in conformity with the
Constitution and laws of the State of Texas, particularly the City's Home Rule Charter, Chapter
54, as amended, Texas Transportation Code, and the Ordinance of the City Council approved on
December 16,2014(the Ordinance).
The Bonds may be redeemed prior to their Stated Maturities, at the option of the City, on
any date, in whole or in part in principal amounts of$5,000 or any integral multiple thereof(and
if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the
redemption price of par, together with accrued interest to the date of redemption, and upon thirty
(30) days prior written notice being given by United States mail, first-class postage prepaid, to
Holders of the Bonds to be redeemed, 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,
anew 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 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
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. In the event of a partial
redemption of the principal amount of this Bond, payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
this Bond to the corporate trust office of the Paying Agent/Registrar and, there shall be issued to
the registered owner hereof, without charge, a new Bond or Bonds of like 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 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 special obligations of the City, issued as the initial series of
Priority Bonds, payable from and equally and ratably secured by a lien on and pledge of the
Pledged Revenues, being (primarily) a first and prior lien on and pledge of the Net Revenues
79708404 s - 10 -
derived from the City's ownership and operation of its marina system (as further described in the
Ordinance, the System), and senior and superior in security and source of payment to the
currently outstanding Subordinate Lien Obligations and any Additional Subordinate Lien
Obligations hereafter issued by the City. In the Ordinance, the City reserves and retains the right
to issue Additional Parity Obligations and Additional Subordinate Lien Obligations, without
limitation as to principal amount but subject to any terms, conditions, or restrictions set forth in
the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not
constitute a legal or equitable pledge,charge, lien, or encumbrance upon any property of the City
or System, except with respect to the Hedged Revenues.
The Holder hereof shall never have the right to demand payment of this obligation out of
any funds raised or to be raised by taxation.
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 and nature of the
Pledged Revenues of the System pledged for the payment of the Bonds; the terms and conditions
under which the City may issue Additional Parity Obligations, and Additional Subordinate Lien
Obligations; 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 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 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,
197084048 - 11 -
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 special 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 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 and interest on the Bonds by a pledge of and lien on the Pledged Revenues. 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.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City.
CITY OF CORPUS CHRISTI, TEXAS
By
Mayor
ATTEST:
City Secretary
(SEAL)
79708404 8 - 12 -
C. "Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Bond(s)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
79709404 8 - 13 -
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: BOKF,NA DBA BANK OF TEXAS, Austin,
Texas, as Paying Agent/Registrar
By:
Authorized Signature
* Note to Printer: to appear on printed Bonds
E. Formof 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:
]9708404.8 - 14 -
F. The Initial Bond(s) shall be in the form 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 a political subdivision
located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value
received, hereby promises to pay to the order of the Registered Owner named above, or the
registered assigns thereof, the Principal Amount specified above on the first day of March in
each of the years and in principal amounts and bearing interest at per annum rates in accordance
with the following schedule:
Years of Principal Interest
Stated Maturity Amounts($) Rates(Vol
(Information to be inserted from
schedule in Section 2 hereof).
(or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the
unpaid Principal Amount hereof from the Closing Date (anticipated to be January 15, 2015)
specified in the Ordinance (defined herein), 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 rate of interest specified above computed on the basis of a 360-day year of 30-
day months; such interest being payable on March 1 and September 1 of each year, commencing
September 1, 2015.
Principal of this Bond shall be payable to the Registered Owner hereof (the Holder),
upon its presentation and surrender (provided, however, with respect to principal payments prior
to the final Stated Maturity, the Bond need not be surrendered to the Paying Agent/Registrar,
who will merely document the payment on an internal ledger maintained by the Paying
Agent/Registrar) at the corporate trust office of BOKF, NA dba Bank of Texas, Austin, 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
rvtosnoas - 15 -
G. Insurance Legend. If bond insurance is obtained by the Purchasers or the City for the
Bonds, the definitive Bonds and the Initial Bond(s) shall bear an appropriate legend as provided
by the insurer.
SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (i)the terms defined in
this Section have the meanings assigned to them in this Section, and certain terms used in Section
45 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 Additional Parity Obligations shall mean (i)any bonds, notes, warrants, or
other evidences of indebtedness which the City reserves the right to issue or enter into, as the
case may be, in the future under the terms and conditions provided in Section 19 of this
Ordinance and which are equally and ratably secured by a first and prior lien on and pledge of
the Pledged Revenues that is on parity with the lien thereon and pledge thereof securing any
outstanding Priority Bonds and that is senior and superior to the lien thereon and pledge thereof
securing the repayment of the currently outstanding Subordinate Lien Obligations and any
Additional Subordinate Lien Obligations hereafter issued by the City and (ii)obligations
hereafter issued to refund any of the foregoing if issued in a manner so as to be payable from and
equally and ratably secured by a first and prior lien on and pledge of the Pledged Revenues as
determined by the City Council in accordance with applicable law.
B. The term Additional Subordinate Lien Obligations shall mean (i) any bonds, notes,
warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part
from and secured by a lien and pledge of all or part of the Net Revenues that is subordinate and
inferior to the lien on and pledge of the Net Revenues (through their inclusion in Pledged
Revenues) that are or will be pledged to the payment of the Bonds and any Additional Parity
Obligations hereafter issued by the City, and (ii) obligations hereafter issued to refund any of the
foregoing that are payable from and secured by a subordinate and inferior lien on and pledge of
all or part of Net Revenues as determined by the City Council in accordance with applicable law.
C. The term Authorized Representative shall mean the Mayor of the City, the City
Manager of the City, the Assistant City Manager for General Government and Operations
Support, the Director of Financial Services, and the City Attorney.
D. The term Average Annual Debt Service Requirements shall mean that average
amount which, at the time of computation, will be required to pay the Debt Service
Requirements of obligations when due and derived by dividing the total of such Debt Service
Requirements by the number of years then remaining before final Stated Maturity. For purposes
of this definition, a fractional period of a Fiscal Year shall be treated as an entire Fiscal Year.
The calculation of Average Annual Debt Service Requirements shall be net of (1) capitalized
interest from bond proceeds and (2)the receipt or anticipated receipt of a refundable tax credit or
similar payment relating to a series of Priority Bonds irrevocably designated as refundable tax
79708404 8 - 16 -
credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of
the series of Priority Bonds to which it relates.
E. The term Bonds shall mean the $2,600,000 "CITY OF CORPUS CHRISTI, TEXAS
MARINA SYSTEM REVENUE BONDS, TAXABLE SERIES 2015", dated December 1, 2014,
authorized by this Ordinance.
F. The term Bond Fund shall mean the special Fund or account created and established
by the provisions of Section 13 of this Ordinance.
G. The term City shall mean the City of Corpus Christi, Texas and, where appropriate,
the City Council of the City.
H. The term Closing Date shall mean the date of physical delivery of the Initial Bonds in
exchange for the payment of the agreed purchase price for the Bonds.
I. 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 calculated by assuming (i) that the interest rate for every 12-month period on such bonds
is equal to the rate of interest reported in the most recently published edition of The Bond Buyer
(or its successor) at the time of calculation as the "Revenue Bond Index" or, if such Revenue
Bond Index is no longer being maintained by The Bond Buyer (or its successor) at the time of
calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid
on United States Treasury obligations of like maturity and (ii)that, in the case of bonds not
subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds
is amortized such that annual debt service is substantially level over the remaining stated life of
such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas
Government Code as the same relates to interim or non—permanent indebtedness, and in the case
of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity
according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated
Maturity in accordance with the mandatory redemption provisions applicable thereto (in each
case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of
any credit agreement (as authorized by the provisions of Chapter 1371, as amended, Texas
Government Code) in the form of an interest rate hedge agreement entered into in connection
with any such obligations, Debt Service Requirements shall be computed by netting the amounts
payable to the City under such hedge agreement from the amounts payable by the City under
such hedge agreement and such obligations.
J. The term Depository shall mean an official depository bank of the City.
K. The term Fiscal Year shall mean the twelve month accounting period used by the City
in connection with the operation of the System which may be any twelve consecutive month
period established by the City, which period presently commences on October I of each year and
ends on the following September 30.
79708404.8 - 17 -
L. The term Government Securities as used herein, shall mean (i) direct noncallable
obligations of the United States, including obligations that arc unconditionally guaranteed by, the
United States of America; (ii) noncallable obligations of an agency or instrumentality of the
United States, including obligations that are unconditionally guaranteed or insured by the agency
or instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent;
(iii)noncallable obligations of a state or an agency or a county, municipality, or other political
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.
M. The term Gross Revenues shall mean, for any defined period, all income, receipts,
revenues, and increment which may be received or derived from the ownership and/or operation
of the System as it is purchased, constructed or otherwise acquired from time to time, but shall
not mean the income and increment derived from a contract or contracts with persons,
corporations, municipal corporations, political subdivisions, or other entities which under the
terms of the authorizing resolution(s) or order(s) that may be pledged for the requirements of the
City's Special Facilities Bonds issued particularly to finance the marina facilities needed in
performing any such contract or contracts.
N. The term Holder or Holders shall mean the registered owner, whose name appears in
the Security Register, for any Bond.
O. The term Interest Payment Date shall mean the date semiannual interest is payable on
the Bonds, being March 1 and September 1 of each year, commencing September 1, 2015, while
any of the Bonds remain Outstanding.
P. The term Maintenance and Operation Expenses shall mean the expenses necessary to
provide for the administration, efficient operation and adequate maintenance of the City's
System, including the payment of necessary wages, salaries, and benefits, the acquisition of
property and materials necessary to maintain the System in good condition and to operate it
efficiently, together with such other costs and expenses as may now or hereafter be defined by
law as proper maintenance and operation expenses of the System (which costs and expenses,
however, specifically exclude any allowance for depreciation, property, retirement, depletion,
obsolescence, and other items not requiring an outlay of cash and any interest on the Bonds and
the currently outstanding Subordinate Lien Obligations, as well as any Additional Parity
Obligations or Additional Subordinate Lien Obligations hereafter issued by the City).
Q. The term Nei Revenues shall mean Gross Revenues of the System for any period after
the deduction of Maintenance and Operating Expenses during such period.
R. The term Ordinance shall mean this ordinance adopted by the City Council on
December 16,2014.
797084048 - I8 -
S. The term Outstanding shall mean when used in this Ordinance with respect to Bonds
means, as of the date of determination, all Bonds issued and delivered under this Ordinance,
except:
(i) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying
AgenURegistrar for cancellation;
(ii) those Bonds for which payment has been duly provided by the City in
accordance with the provisions of Section 32 of this Ordinance; and
(iii) 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 28 of this Ordinance.
T. The term Pledged Revenues means (I) a first and prior lien on and pledge of the Net
Revenues of the System for any period plus (2) any additional revenues, income, receipts, or
other resources, including, without limitation, any grants, donations, or income received or to be
received from the United States Government, or any other public or private source, whether
pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of
the Bonds, and at the City's discretion, any Additional Parity Obligations, and excluding those
revenues excluded from Gross Revenues.
U. The term Priority Bonds shall mean the Bonds and any Additional Parity Obligations
hereafter issued by the City or bonds issued to refund any of the foregoing if issued in a manner
that provides that the refunding bonds are payable from and equally and ratably secured by a first
and prior lien on and pledge of the Pledged Revenues.
V. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds
named in Section 29 of this Ordinance.
W. The term Stated Maturity shall mean the dates of maturity of the Bonds on March 1 of
each year, as set forth in Section 2 of this Ordinance.
X. The term Subordinate Lien Obligations shall mean (i) the currently outstanding
obligations of the City designated as "City of Corpus Christi, Texas Combination Tax and
Revenue Certificates of Obligation, Series 2005 (Marina Development Project)"; (ii) any
outstanding and unpaid obligations that are payable wholly or in part from a lien on and pledge
of the Net Revenues of the System that is subordinate and inferior to the lien thereon and pledge
thereof that is included in the definition of Pledged Revenues that secures the Bonds and any
Additional Parity Obligations hereafter issued by the City; and (iii) obligations hereafter issued
to refund any of the foregoing that are payable from and secured by a subordinate and inferior
lien on and pledge of the Net Revenues as determined by the City Council in accordance with
any applicable law.
Y. The term System shall mean all properties, facilities (including piers), land, buildings,
and equipment currently or hereafter owned,operated, and maintained by the City for purpose of
providing marina services to its residents and visitors, together with all future extensions,
improvements, replacements and additions thereto; provided, however, that notwithstanding the
797094048 - 19 -
foregoing, and to the extent now or hereafter authorized or permitted by law, the term System
shall not mean to include facilities of any kind which are declared not to be a part of the System
and which are acquired or constructed by or on behalf of the City with the proceeds from the
issuance of "Special Facilities Bonds", which are hereby defined as being special revenue
obligations of the City which are payable from and secured by other liens on and pledges of any
revenues, sources or payments, not pledged to the payment of obligations of the City secured in
whole or in part by a lien on and pledge of Net Revenues of the System including, but not limited
to, special contract revenues or payments received from any other legal entity in connection with
such facilities.
SECTION 10. Pledge of Pledged Revenues;Chapter 1208 Perfection of Security Interest.
A. The City hereby covenants and agrees that the Pledged Revenues of the System are
hereby irrevocably pledged to the payment and security of the Priority Bonds, including the
establishment and maintenance of the special funds or accounts created for the payment and
security thereof, all as hereinafter provided; and it is hereby resolved that the Priority Bonds, and
the interest thereon, shall constitute a first and prior lien on and pledge of the Pledged Revenues
and be valid and binding without any physical delivery thereof or further act by the City, and the
lien created hereby on the Pledged Revenues for the payment and security of the Priority Bonds,
including the Bonds, shall be prior in right and claim as to any other indebtedness, liability, or
obligation of the City or the System.
B. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the
Priority Bonds and the pledge of Pledged Revenues granted by the City under subsection (A) of
this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is
amended at any time while the Bonds are Outstanding and unpaid such that the pledge of the
Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9,
Texas Business & Commerce Code, then in order to preserve to the registered owners of the
Priority Bonds the perfection of the security interest in this pledge, the City Council agrees to
take such measures as it determines are reasonable and necessary under Texas law to comply
with the applicable provisions of Chapter 9,as amended, Texas Business & Commerce Code and
enable a filing to perfect the security interest in this pledge to occur.
SECTION I I. Rates and Charges. The City hereby agrees and covenants to the holders
of the Priority Bonds that it will at all times maintain rates and charges for services furnished,
provided, and supplied by the System to customers which shall be reasonable and
nondiscriminatory and which will produce income and revenues sufficient to pay:
A. All Maintenance and Operating Expenses, depreciation, replacement and betterment
expenses and other costs of the System; provided, however, that the City may utilize other
lawfully available funds to pay Maintenance and Operations Expenses.
B. The interest on and principal of the Priority Bonds (including any Additional Parity
Obligations hereafter issued by the City) as and when the same shall become due, and provide
for the establishment and maintenance of the funds and accounts created for the payment and
security of the Priority Bonds (including Additional Parity Obligations hereafter issued by the
City).
79)08404.8 - 20-
C. The interest on and principal of the currently outstanding Subordinate Lien
Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City as and
when the same shall become due, and provide for the establishment and maintenance of the
funds and accounts created for the payment and security of the currently outstanding Subordinate
Lien Obligations or any Additional Subordinate Lien Obligations hereafter issued by the City.
D. Any legal debt or obligation of the System as and when the same shall become due.
SECTION 12. Revenue Fund. There has been previously created and established and the
City shall maintain a special fund entitled "City of Corpus Christi, Texas Marina System Revenue
Fund" (the Revenue Fund) into which all Gross Revenues of every nature received from the
operation of the System shall be deposited as received.
SECTION 13. Interest and Sinking Fund - Excess Funds. For the sole purpose of paying
the principal of and interest on the Priority Bonds, including the Bonds, there is hereby created
and established and there shall be maintained a separate fund entitled "City of Corpus Christi,
Texas Marina System Taxable Revenue Bond Interest and Sinking Fund"(the Bond Fund).
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 such Fund from the
Pledged Revenues.
------SECTION 14. Flow of Funds. The City hereby covenants and agrees that deposits into
the Revenue Fund shall be pledged and appropriated to the extent required for the following uses
and in the order of priority shown:
A. First: To the payment of all necessary and reasonable Maintenance and Operating
Expenses or other expenses required by statute to be a first charge on and claim against the
revenues of the System.
B. Second: To the payment of the amounts required to be deposited in the interest and
sinking fund created and established for the payment of Debt Service Requirements on the
Priority Bonds and the amounts required to be deposited in any reserve or contingency fund or
account created for the payment and security of the Priority Bonds, and any other obligations or
evidences of indebtedness issued or incurred that are payable from and secured by a prior and
first lien on and pledge of the Pledged Revenues of the System, as the same becomes due and
payable.
C. Third: To the payment of the amounts required to be deposited in the interest and
sinking fund created and established for the payment of debt service requirements on the
currently Outstanding Subordinate Lien Obligations and any Additional Subordinate Lien
Obligations hereafter issued by the City and the amounts required to be deposited in any reserve
or contingency fund or account created for the payment and security of the currently Outstanding
Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued
by the City, and any other obligations or evidences of indebtedness issues or incurred that are
payable from and secured by a junior and inferior lien on and pledge of the Net Revenues of the
System,as the same becomes due and payable.
79708404.8 - 21 -
D. Fourth: Any Net Revenues remaining in the Revenue Fund after satisfying the
foregoing payments or making adequate and sufficient provision for the payment thereof, may be
appropriated and used for any other City purpose now or hereinafter permitted by law, including
a transfer to the City's General Fund.
SECTION 15. Debt Service Reserve Fund. No debt service reserve fund has been
created in connection with the issuance of the Bonds, though the City retains the right to create
such a fund or account in connection with the issuance of any series of Additional Parity
Obligations or Additional Subordinate Lien Obligations and such fund or account may, at such
time, relate to all or some of the Priority Bonds or Additional Subordinate Lien Obligations at
such time Outstanding.
SECTION 16. Deficiencies - Excess Pledged Revenues.
A. If on any occasion there shall not be sufficient Pledged Revenues to make the
required deposits into the Bond Fund, then such deficiency shall be cured as soon as possible
from the next available unallocated Pledged Revenues, or from any other sources available for
such purpose, and such payments shall be in addition to the amounts required to be paid into
these Funds or accounts during such month or months.
B. Subject to making the required deposits to the Bond Fund when and as required by
any ordinance, order, or resolution authorizing the issuance of the Bonds, the currently
outstanding Subordinate Lien Obligations, and any Additional Parity Obligations, or Additional
Subordinate Lien Obligations hereafter issued by the City, the excess Net Revenues of the
System may be used by the City for any lawful purpose.
SECTION 17. Payment of Bonds. While any of the Bonds are Outstanding, the
Authorized Representative shall cause to be transferred to the Paying Agent/Registrar therefor,
from funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly
each installment of interest on and principal of the Priority Bonds as such installment accrues or
matures; such transfer of funds must be made in such manner as will cause immediately available
funds to be deposited with the Paying Agent/Registrar for the Priority Bonds at the close of the
business day next preceding the date a debt service payment is due on the Priority Bonds.
SECTION 18. Investments. Funds held in any Fund or account created, established, or
maintained pursuant to this Ordinance shall, at the option of the City, 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, or any other law, and secured (to the extent not insured by the Federal
Deposit Insurance Corporation) by obligations of the type hereinafter described, 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
79708404 8 - 22 -
Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage
Association, 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 any Fund or account
will be available at the proper time or times. Such investments (except State and Local
Government Series investments held in book entry form, which shall at all limes be valued at
cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal
Year. All interest and income derived from deposits and investments in the Bond Fund
immediately shall be credited to, and any losses debited to, the Bond Fund. All such investments
shall be sold promptly when necessary to prevent any default in connection with the Priority
Bonds.
SECTION 19. Issuance of Additional Obligations.
A. The City hereby expressly reserves the right to issue Additional Parity Obligations.
When duly authorized and issued in compliance with law and the terms and conditions hereafter
stated, such Additional Parity Obligations shall be on a parity with the Bonds and, when issued,
shall be considered Priority Bonds for all purposes. The City covenants and agrees, however, it
will not issue any Additional Parity Obligations unless:
(i)The City is not then in default as to any covenant, condition or obligation
prescribed by the ordinances, orders or resolutions authoriiing the issuance of any
Priority Bonds then-Outstanding and has complied with any prerequisites to such
issuance(s) specified in the identified orders, ordinances, or resolutions.
(ii) Each of the funds created solely for the payment of the principal of and
interest on the Priority Bonds and Subordinate Lien Obligations contain the amount of
money then-required to be on deposit therein.
(iii) An Authorized Representative of the City shall have certified has that,
according to the books and records of the City for the most recently-completed Fiscal
Year or for 12 consecutive months out of the 15 months immediately preceding the
month the ordinance authorizing the Additional Parity Obligations is adopted, the Net
Revenues are at least equal to 1.00 times the Average Annual Debt Service Requirements
for all then-Outstanding City obligations secured in whole or in part by a lien on and
pledge of the Net Revenues after giving effect to the Additional Parity Obligations then
proposed to be issued.
B. Refunding Bonds. The City reserves the right to issue refunding bonds to refund all
orany part of the currently Outstanding City obligations payable from and secured by a lien on
and pledge of all or any part of the Net Revenues, pursuant to any applicable law then available,
upon such terms and conditions as the City Council may deem to be in the best interest of the
City and upon satisfaction of the requirements in Section 19A. above after giving effect to the
issuance of the refunding bonds and the retirement of the obligations at such time to be refunded.
C. Additional Subordinate Lien Obligations._The City may issue Additional Subordinate
Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate
and inferior to the lien thereon and pledge thereof securing the Priority Bonds on the terms and
79708404.8 - 23 -
conditions desired by the City, subject only to the limitations imposed by applicable law and
upon satisfying each of the conditions precedent contained in the ordinances authorizing the
issuance of the then- Outstanding Priority Bonds and Subordinate Lien Obligations, respectively,
and including this Ordinance.
D. Special Facilities Bonds. Nothing in this Ordinance shall be construed to deny the
City the right and it shall retain the right to issue Special Facilities Bonds, provided, however,
the City will not issue Special Facilities Bonds unless the City concludes, upon recommendation
of the City Council, that (i)the plan for developing the facilities to be financed with the proceeds
of Special Facilities Bonds is consistent with sound planning, (ii) the facilities to be financed
with the proceeds of Special Facilities Bonds would not materially and adversely interfere with
the operation of the System, (iii) the facilities to be financed with the proceeds of Special
Facilities Bonds can be economically and efficiently operated and maintained, and (iv)the
facilities to be financed with the proceeds of Special Facilities Bonds can be economically and
efficiently utilized by the City to provide special marina services and facilities and the cost of
such will be reasonable.
SECTION 20. Maintenance of System — Insurance. The City covenants and agrees that,
for so long as the Priority Bonds remain Outstanding, it will maintain and operate the System with
all possible efficiency and maintain casualty and other insurance on the properties of the System
and its operations of a kind and in such amounts customarily carried by similarly-situated
municipal corporations in the State of Texas engaged in a similar type of business (which may
include an adequate program of self-insurance); and that it will faithfully and punctually perform
aii duties with reference to the System required by the laws of the State of Texas. All money
received from losses under such insurance policies, other than public liability policies, shall be
retained for the benefit of the holders of its outstanding evidences of indebtedness, until and
unless the proceeds are paid out in making good the loss or damage in respect of which such
proceeds are received, either by replacing the property destroyed or repairing the property
damaged, and adequate provision for making good such loss or damage must be made within
ninety (90) days after the date of loss. The payment of premiums for all insurance policies
required under the provisions hereof shall be considered Maintenance and Operating Expenses.
Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are
derived from sources other than the operation of the System but nothing herein shall be construed
as preventing the City from doing so.
SECTION 21. Records and Accounts — Annual Audit. The City covenants, agrees, and
affirms its covenants that so long as any of the Bonds remain outstanding, it will keep and
maintain separate and complete records and accounts pertaining to the operations of the System
in-which complete and correct entries shall be made of all transactions relating to the System, and
that the Holders of the Bonds or any duly authorized agent or agents of such Holders shall have
the right to inspect the System and all properties comprising the same. The City further agrees
that following (and in no event later than 180 days after) the close of each Fiscal Year, it will
cause an audit of such books and accounts to be made by an independent firm of certified public
accountants and to be included in the City's Comprehensive Annual Financial Report (and
available for inspection in the office of the City Secretary). Expenses incurred in making the
annual audit of the operations of the System are to be regarded as Maintenance and Operating
Expenses.
7970840.8 - 24 -
SECTION 22. Limited Obligations of the City. The Bonds are limited, special
obligations of the City payable from and equally and ratably secured solely by a lien on and
pledge of the Pledged Revenues, being (primarily) a first and prior lien on and pledge of Net
Revenues, and the Holders thereof shall never have the right to demand payment of the principal
or interest on the Bonds from any funds raised or to be raised through taxation by the City.
SECTION 23. Security of Funds. All money on deposit in the Funds or accounts 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 Texas for the security of public funds, and money on deposit in such Funds or
accounts shall be used only for the purposes permitted by this Ordinance.
SECTION 24. 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 remedy herein provided shall be cumulative of
all other existing remedies and the specification of such remedy shall not be deemed to be
exclusive.
SECTION 25. Notices to Holders Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States Mail, first-class postage prepaid, to the address
of each Holder as it appears in the Security Register.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for
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 26. Bonds Are Negotiable Instruments. Each of the Bonds authorized herein
shall be deemed and construed to be a "security" and as such a negotiable instrument with the
meaning of the Chapter 8 of the Texas Uniform Commercial Code.
79703404 s - 25 -
SECTION 27. Cancellation. All Bonds surrendered for payment, transfer, redemption,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
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 28. Mutilated, Destroyed, Lost, and Stolen Bonds. If(I) 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 (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 29. Sale of Bonds - Purchase and Investment Letter Approval. The Bonds
authorized by this Ordinance are hereby sold by the City to The Ed Rachal Foundation, Corpus
Christi, Texas (the Purchasers, having all the rights, benefits, and obligations of a Holder), in
accordance with the provisions of a Purchase and Investment Letter dated December 16, 2014
(the Purchase Contract) attached hereto as Exhibit B and incorporated hereby by reference as a
part of this Ordinance for all purposes. The Initial Bond shall be registered in the name of The Ed
Rachal Foundation. Each Authorized Representative is hereby authorized and directed to execute
the Purchase Contract for and on behalf of the City and as the act and deed of the City Council,
79708404 e - 26 -
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 by the City. The pricing terms of the sale of the Bonds are hereby found and determined
to be the most advantageous reasonably obtainable 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.
Proceeds derived from the sale of the Bonds (after paying costs of issuance) shall be
deposited into a special construction fund created for the projects to be constructed with the
proceeds of the Bonds (the Construction Fund). This Construction Fund shall be established and
maintained at an official depository bank of the City and shall be invested in accordance with the
provisions of Section 18 of this Ordinance. Interest earned on the proceeds of the Bonds pending
completion of the projects financed with such proceeds shall be accounted for, maintained,
deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas
Government Code, or as required by any other applicable law. Thereafter such amounts shall be
expended in accordance with Section 13.
SECTION 30. Taxable Obligations. The Bonds are not "state or local bonds" within the
meaning of section 103(a) and (c) of the Internal Revenue Code of 1986, as amended; therefore,
the interest on the Bonds is not excludable from the gross income of the holders thereof for
federal income tax purposes.
SECTION 31. Control and Custody of Bonds. The Mayor of the City, shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas and shall take and have charge and
control of the Bonds pending their approval by the Attorney General of the State of Texas, the
registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery
of the Bonds to the Purchasers.
Furthermore, any Authorized Representative 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 Bond Counsel and the Paying
Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond(s) to the
Purchasers.
SECTION 32. 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 lien on and pledge
of Pledged Revenues 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 at Stated Maturity, together with all interest
due thereon, shall have been irrevocably deposited with and held in trust by the Paying
79708404.8 - 27 -
Agent/Registrar, or an authorized escrow agent, and/or (ii)Government Securities shall have
been irrevocably deposited in trust with the Paying AgenURegistrar, or an authorized escrow
agent, which Government Securities have, in the case of a net defeasance, been certified by an
independent accounting firm to mature as to principal and interest in such amounts and at such
times as will insure the availability, without reinvestment, of sufficient money, together with any
money deposited therewith, if any, to pay when due the principal of and interest on such Bonds,
or the principal amount(s) thereof, at the Stated Maturity 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.
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, or
applicable redemption date, of the Bonds such money was deposited and is held in trust to pay
shall 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 33. 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, binding on the City and its successors and assigns, and it 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 that, without the consent of all Holders
of Outstanding Bonds, no such amendment, addition, or rescission shall (I)extend the time or
19/08404.8 - 28 -
times of payment of the principal of and interest on the Bonds, reduce the principal amount
thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify
the terms of payment of the principal of or interest on the Bonds, (2)give any 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 34. Printed Opinion. The Purchasers' obligation to accept delivery of the
Bonds is subject to its being furnished a final opinion of Fulbright & Jaworski LLP, San Antonio,
Texas, as Bond Counsel, approving certain legal matters as to the Bonds, this 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 this opinion on the reverse side of each of the Bonds, with appropriate certificate
pertaining thereto executed by facsimile signature of the City's Secretary is hereby approved and
authorized.
SECTION 35. 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 36. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 37. 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, the Purchasers, 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, Financial Advisors, the Paying Agent/Registrar, the Purchasers,and the Holders.
SECTION 38. Inconsistent Provisions. All orders, 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 39. 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 40. 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 41. 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.
79708404.g - 29 -
SECTION 42. Authorization of Paying Agent/Registrar Agreement. The City Council
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, registration, 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 43. 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 44. Continuing Disclosure of Information.
Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
Rule means SEC Rule I5c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
The Bonds are being sold pursuant to a private placement with the Purchasers, in
denominations generally of$100,000 or any integral multiple of$5,000 in excess thereof, and
therefore SEC Rule 15c2-12 is not applicable to the offering of the Bonds. Accordingly, no
contract to provide continuing disclosure information after the issuance of the Bonds has been
made by the City with investors.
SECTION 45. Book-Entry Only System.
The Bonds may 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 C (the Representation Letter).
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
79708404.8 - 30 -
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,
and interest on the Bonds 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 alternate 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 46. 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
ssary 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, and the Purchase
Contract. In addition, prior to the initial delivery of the Bonds, any Authorized Representative
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
79708404 e - 31 -
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 47. Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the 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 48. 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 49. Covenants of Compliance. The City shall faithfully and punctually
perform all duties with reference to the System required by the Act, all other applicable laws of
the State of Texas, and the provisions of this Ordinance and that the City shall render no free
service to any customers or other persons.
SECTION 50. 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 SI. Accounting Reports. The City shall provide annually to the Purchasers for
so long as the Purchasers remain a holder of the Bonds, within 270 days after the end of each
fiscal year ending in or after 2015, financial information and operating data with respect to the
City; provided that such financial statements so to be provided shall be (I) prepared in accordance
with the generally accepted accounting principles, or such other accounting principles as the City
may be required to employ from time to time pursuant to Texas law or regulations, and (2)
audited, if the City commissions an audit of such statements and the audit is completed within the
period during which they must be provided. If the audit of such financial statements is not
complete within such period, then the City shall provide(I) unaudited financial statements for the
applicable fiscal year within 270 days after the end of such fiscal year, and (2) audited financial
statements for the applicable fiscal year to the Purchasers when and if the audit report on such
statements become available.
SECTION 52. 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.
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79708404.8 - 32 -
PASSED AND ADOPTED on the 16`' day of December, 2014.
CITY OF CORPUS CHRISTI,TEXAS
Mayor
ATTEST:
1
City Secretary
(CITY SEAL)
APPROVED THIS 16`h DAY OF DECEMBER, 2014:
11 / e
Miles Risley, City Attorney 7'
79708404.7 S-1
THE STATE OF TEXAS §
COUNTY OF NUECES §
CITY OF CORPUS CHRISTI §
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
h
Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 16`
day of December, 2014, authorizing the issuance of the City's Marina System Revenue Bonds,
Taxable Series 2015, 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 16`h day of December,
2014.
ity Secretary
(CITY SEAL)
79708404.7 S-2
That the foregoing ordinance was read for the first time and passed to its second reading on this
the 91h day of December, 2014, by the following vote:
Nelda Martinez ( ,t, 1 Chad Magill
Kelley Allen LW Colleen McIntyre ay,
Rudy Garza Lillian�.. ; Riojas 142_
�_
Priscilla Leal (1.,\ I Mark Scott .1'
David Loeb (1/-4.-
That the foregoing ordinance was read for the second time and passed finally on this the 16th day
of December, 2014, by the following vote:
Nelda Martinez
/L71..1_ Chad Magill 1, ,
Kelley Allen -ff--4— Colleen McIntyre
r4 -
Rudy Garza --4— Lillian Riojas ,u/
Priscilla Leal 61,124w- Mark Scott Litki
David Loeb --OIL--
PASSED AND APPROVED, this the 16th day of December, 2014.
ATTEST:
' La-e----t-a `it . -..A-
'ebecca Huerta Nelda Martine
City Secretary Mayor
79708404.7 S-3
030377
INDEX TO EXHIBITS
Exhibit A Paying Agent/Registrar Agreement
Exhibit B Purchase Contract
Exhibit C DTC Letter of Representations
79708404.8 Index
EXHIBIT A
Paying Agent/Registrar Agreement
See Tab No. 3
79708404.8 A-1
EXHIBIT B
Purchase Contract
See Tab No. 4
79708404.8 B-I
F
EXHIBIT C
DTC Letter of Representations
N/A
79708404.H C-I