HomeMy WebLinkAbout030435 ORD - 02/24/2015 CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
COUNTIES OF NUECES, ARANSAS, §
KLEBERG AND SAN PATRICIO §
CITY OF CORPUS CHRISTI §
THE UNDERSIGNED HEREBY CERTIFIES that:
1. On the 24th day of February 2015, the City Council (the Council) of the City of
Corpus Christi, Texas (the City) convened in regular session at its regular meeting place at the
City Hall(the Meeting),the duly constituted members of the Council being as follows:
Nelda Martinez Mayor
Carolyn Vaughn Councilmember, District I
Brian Rosas Councilmember,District 2
Lucy Rubio Councilmember,District 3
Colleen McIntyre Councilmember, District 4
Rudy Garza, Jr. Councilmember, District 5
Chad Magill 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: None , thus
constituting a quorum. Among other business considered at the Meeting, the attached Ordinance
(the Ordinance) entitled:
AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS
COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES
OF OBLIGATION, TAXABLE SERIES 2015" IN AN AMOUNT NOT TO
EXCEED $14,500,000 FOR THE PURPOSE OF FINANCING COSTS
ASSOCIATED WITH MAKING PERMANENT PUBLIC IMPROVEMENTS
TO THE CITY'S SOLID WASTE SYSTEM; PROVIDING FOR THE
PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD
VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY
AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND
PLEDGE OF THE PLEDGED REVENUES OF THE SOLID WASTE SYSTEM;
PROVIDING THE TERMS AND CONDITIONS OF SAID CERTIFICATES
AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE
ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY OF SAID
CERTIFICATES, INCLUDING THE APPROVAL AND DISTRIBUTION OF
AN OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION OF A
PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE
CONTRACT; COMPLYING WITH THE REQUIREMENTS OF THE LETTER
OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST
58256799 2
INDEXED
COMPANY; DELEGATING THE AUTHORITY TO CERTAIN MEMBERS
OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING
TO THE SALE OF TILE CERTIFICATES; ENACTING OTHER PROVISIONS
INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE OF THIS
ORDINANCE; AND PROVIDING AN EFFECTIVE DATE
was introduced and submitted to the Council for passage and adoption. After presentation and
due consideration of the Ordinance,the Ordinance carried by the following record vote:
9 voted"For" o voted "Against" Q abstained
all as shown in the official Minutes of the 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 24th day of February, 2015.
liecc 71- 2-. v,
City Secretary, City of Corpus Christi,Texas
(SEAL)
582567992 2
FINAL
ORDINANCE NO. 030435
AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI,
TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE
CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2015" IN AN
AMOUNT NOT TO EXCEED $14,500,000 FOR THE PURPOSE OF
FINANCING COSTS ASSOCIATED WITH MAKING PERMANENT
PUBLIC IMPROVEMENTS TO THE CITY'S SOLID WASTE SYSTEM;
PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE
LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY
WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES
BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE
SOLID WASTE SYSTEM; PROVIDING THE TERMS AND
CONDITIONS OF SAID CERTIFICATES AND RESOLVING OTHER
MATTERS INCIDENT AND RELATING TO THE ISSUANCE,
PAYMENT, SECURITY, SALE, AND DELIVERY OF SAID
CERTIFICATES, INCLUDING THE APPROVAL AND DISTRIBUTION
OF AN OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION OF
A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE
CONTRACT; COMPLYING WITH THE REQUIREMENTS OF THE
LETTER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY
TRUST COMPANY; DELEGATING THE AUTHORITY TO CERTAIN
MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN
DOCUMENTS RELATING TO THE SALE OF THE CERTIFICATES;
ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE
SUBJECT AND PURPOSE OF THIS ORDINANCE; AND PROVIDING
AN EFFECTIVE DATE
WHEREAS, the City Council of the City of Corpus Christi, Texas (the City) has caused
notice to be given of its intention to issue certificates of obligation in the maximum principal
amount of $14,500,000 for the purpose of paying contractual obligations of the City to be
incurred for making permanent public improvements and for other public purposes, to-wit: (1)
the construction of improvements to the City's solid waste facilities, including (without
limitation) paying contractual obligations to be incurred with respect to the construction of
municipal landfill waste disposal cells, internal roadways and pavement, cover systems, gas
collection systems, drainage facilities, maintenance and office facilities, liners, environmental
monitoring equipment, and other improvements and equipment necessary to operate the Cefe
Valenzuela landfill (located in the vicinity of County Road 20 and Farm Road 2444) and provide
post closure care of the I.C. Elliott landfill (located in the vicinity of State Highway 286
(Chapman Ranch Road) and State Highway 357 (Saratoga Boulevard)); (2)purchasing materials,
supplies, equipment, land, and rights-of-way for authorized needs and purposes relating to the
aforementioned capital infrastructure improvements; and (3)the payment of professional
services related to the construction, design, and financing of the aforementioned projects. This
notice has been duly published in a newspaper hereby found and determined to be of general
582377365
circulation in the City, once a week for two (2) consecutive weeks, the date of the first
publication of such notice being not less than thirty (30) days prior to the tentative date stated
therein for the final passage of the ordinance authorizing the issuance of such certificates of
obligation; and
WHEREAS, the City Council hereby finds and determines that the actions authorized
hereby and the adoption of this Ordinance are in the best interest of the citizens of the City; and
WHEREAS, no petition protesting the issuance of the certificates of obligation described
in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or
filed with the City Secretary prior to the date tentatively set in such notice for the passage of this
ordinance; and
WHEREAS, the City Council hereby finds and determines that certificates of obligation
in the principal amount of$10,020,000 described in such notice should be issued and sold at this
time; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS THAT:
SECTION 1. A. Authorization - Designation - Principal Amount - Purpose. The
certificates of obligation of the City shall be and are hereby authorized to be issued in the
aggregate principal amount of TEN MILLION TWENTY THOUSAND AND NO/100
DOLLARS ($10,020,000), to be designated and bear the title of"CITY OF CORPUS CHRISTI,
TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION, TAXABLE SERIES 2015" (the Certificates), for the purpose of paying
contractual obligations of the City to be incurred for making permanent public improvements
and for other public purposes, to-wit: (1) the construction of improvements to the City's solid
waste facilities, including (without limitation) paying contractual obligations to be incurred with
respect to the construction of municipal landfill waste disposal cells, internal roadways and
pavement, cover systems, gas collection systems, drainage facilities, maintenance and office
facilities, liners, environmental monitoring equipment, and other improvements and equipment
necessary to operate the Cefe Valenzuela landfill (located in the vicinity of County Road 20 and
Farm Road 2444) and provide post closure care of the J.C. Elliott landfill (located in the vicinity
of State Highway 286 (Chapman Ranch Road) and State Highway 357 (Saratoga Boulevard));
(2) purchasing materials, supplies, equipment, land, and rights-of-way for authorized needs and
purposes relating to the aforementioned capital infrastructure improvements;and (3)the payment
of professional services related to the construction, design, and financing of the aforementioned
projects, pursuant to the authority conferred by and in conformity with the laws of the State of
Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local
Government Code Section 271.041 through Section 271.064, Section 363.135, as amended,
Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code (Chapter
1371), and the City's Home Rule Charter.
B. Delegation of Authority to Authorized Representatives. As authorized by
Chapter 1371, the City Manager of the City, the Deputy City Manager, the Assistant City
Manager for General Government and Operations Support, and the City's Director of Financial
58237736.5 -2-
Services (each of the foregoing, individually, an Authorized Representative) are hereby
authorized, appointed, and designated as the officers of the City authorized to individually act on
behalf of the City in selling and delivering the Certificates authorized herein and carrying out the
procedures specified in this Ordinance, including approval of the aggregate principal amount of
each maturity of the Certificates, the redemption provisions therefor, and the rate of interest to be
borne on the principal amount of each such maturity. Each Authorized Representative, acting for
and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as
Schedule I. The Certificates shall be issued in the principal amount not to exceed $14,500,000;
the maximum maturity of the Certificates will be March 1, 2055 and the net effective per annum
interest rate shall not exceed a rate greater than 7.00% per annum calculated in a manner
consistent with the provisions of Chapter 1204, as amended, Texas Government Code. Lastly,
each Authorized Representative is authorized to select the bond insurer, if any, with respect to
the Certificates. The execution of the Approval Certificate shall evidence the sale date of the
Certificates by the City to the Purchasers (hereinafter defined) in accordance with the provisions
of Chapter 1371. The Certificates issued hereunder must be sold not later than February 24,
2016 (though the closing of such Certificates may occur after such date, so long as the closing
period is determined by an Authorized Representative to be of reasonable duration). It is further
provided, however, that notwithstanding the foregoing provisions, the Certificates shall not be
delivered unless prior to their initial delivery, the Certificates have been rated by a nationally
recognized rating agency for municipal securities in one of the four highest rating categories for
long term obligations, as required by Chapter 1371. Upon execution of the Approval Certificate,
Bond Counsel is authorized to complete this Ordinance to reflect such final terms.
SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Interest Rates - Certificate Date. The Certificates are issuable in fully registered
form only; shall be dated October 1, 2015 (the Certificate Date) and shall be issued in
denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and the
Certificates shall become due and payable on March 1 in each of the years and in principal
amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the
Certificate Date, or from the most recent Interest Payment Date (hereinafter defined) to which
interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the
per annum rates, while Outstanding, in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts ($) Rates (%)
2016 410,000 0.350
2017 385,000 1.074
- - 2018 390,000 1.526
2019 400,000 1.861
2020 405,000 2.131
2021 415,000 2.424
2022 430,000 2.724
2023 440,000 2.964
2024 455,000 3.154
2025 470,000 3.264
58237936.5 -3-
Years of Principal Interest
Stated Maturity Amounts($) Rates(%)
2026 485,000 3.464
2027 500,000 3.654
2028 520,000 3.784
2029 540,000 3.954
2030 565,000 4.014
2031 585,000 4.193
2032 615,000 4.293
2033 640,000 4.393
2034 670,000 4.443
2035 700,000 4.493
The Certificates shall bear interest on the unpaid principal amounts from the Certificate
Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has
been paid or duly provided for, to Stated Maturity or prior redemption while Outstanding, at the
rates per annum shown in the above schedule (calculated on the basis of a 360-day year of
twelve 30-day months). Interest on the Certificates shall be payable semiannually on March 1
and September 1 (each, an Interest Payment Dale), commencing March 1, 2016, while the
Certificates are Outstanding.
SECTION 3. Payment of Certificates - Paying Agent/Registrar. The principal of,
premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity,
redemption, or otherwise, shall be payable in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts,
and such payment of principal of, premium, if any, and interest on the Certificates shall be
without exchange or collection charges to the Holder(as hereinafter defined) of the Certificates.
The selection and appointment of The Bank of New York Mellon Trust Company, N.A.,
Dallas, Texas, to serve as the initial Paying Agent/Registrar(the Paying Agent/Registrar) for the
Certificates 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 Certificates, 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 Certificates 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 a resolution or ordinance
58237736.5 -4-
terminating such agency. Additionally, the City agrees to promptly cause a written notice of this
substitution to be sent to each Holder of the Certificates 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 Certificates, due and payable by reason
of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the
Certificates appearing on the Security Register (the Holder or Holders) maintained on behalf of
the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date
(hereinafter defined) for purposes of payment of interest thereon, (ii) on the date of surrender of
the Certificates for purposes of receiving payment of principal thereof upon redemption of the
Certificates or at the Certificates' Stated Maturity, and (iii) on any other date for any other
purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder
as the owner of a Certificate 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 Certificates shall be payable only upon
presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust
office. Interest on the Certificates 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 Certificates (the Record Date) and shall be paid (i) by check sent
on or prior to the appropriate date of payment by United States Mail, first-class postage prepaid,
by the Paying Agent/Registrar,to the address of the Holder appearing in the Security Register or
(ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the
Holder at the Holder's risk and expense.
If the date for the payment of the principal of, premium, if any, or interest on the
Certificates 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/Rcgistrar 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 Certificates was due.
In the event of a non-payment of interest on a scheduled payment date, and for thirty(30)
days thereafter, a new record date for such interest payment (a Special Record Date) will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (the Special Payment Date - which shall be fifteen (15)
days after the Special Record Date) shall be sent at least five (5) business days prior to the
Special Record Date by United States mail, first-class postage prepaid, to the address of each
Holder appearing on the Security Register at the close of business on the last business day next
preceding the date of mailing of such notice.
SECTION 4. Redemption.
A. Optional Redemption. The Certificates having Stated Maturities on and after
March 1, 2026 shall be subject to redemption prior to Stated Maturity, at the option of the City,
55237736.5 -5-
on March 1, 2025, or on any date thereafter, as a whole or in part, in principal amounts of$5,000
or any integral multiple thereof(and if within a Stated Maturity selected at random and by lot by
the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of
redemption.
B. Exercise of Redemption Option. At least forty-five (45) days prior to a date set
for the redemption of Certificates (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 Certificates, 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 Certificates shall be entered in the minutes of the City Council.
C. Selection of Certificates for Redemption. If less than all Outstanding Certificates
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 Certificates to be redeemed, provided that if less than the
entire principal amount of a Certificate is to be redeemed, the Paying Agent/Registrar shall treat
such Certificate then subject to redemption as representing the number of Certificates
Outstanding which is obtained by dividing the principal amount of such Certificate by$5,000.
D. Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Certificates, 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 Certificate 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 Certificates,
(ii) identify the Certificates 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 Certificates, 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 Certificates, or the
principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying
Agent/Registrar only upon presentation and surrender thereof by the Holder. This notice may
also be published once in a financial publication, journal, or reporter of general circulation
among securities dealers in the City of New York, New York (including, but not limited to, The
Bona Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to,
The Texas Bond Reporter).
If a Certificate 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
Certificate (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 Certificates (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
58237736.5 -6-
in such notice, interest on the Certificates (or the principal amount thereof to be redeemed)called
for redemption shall cease to accrue and such Certificates shall not be deemed to be Outstanding
in accordance with the provisions of this Ordinance.
E. Transfer/Exchange of Certificates. Neither the City nor the Paying
Agent/Registrar shall be required (1) to transfer or exchange any Certificate during a period
beginning forty-five (45) days prior to the date fixed for redemption of the Certificates or (2) to
transfer or exchange any Certificate 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
Certificate which is subject to redemption in part.
SECTION 5. Execution -Registration. The Certificates shall be executed on behalf of
the City by its Mayor or Mayor Pro Tern under its seal reproduced or impressed thereon and
attested by its City Secretary. The signature of either of said officers on the Certificates may be
manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who
were, at the time of the Certificate 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 Certificates to the Purchasers, all as authorized and provided in Chapter 1201,
as amended, Texas Government Code.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Certificate 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 Certificate
shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified
or registered and delivered.
SECTION 6. Registration - Transfer - Exchange of Certificates - Predecessor
Certificates. A Security Register relating to the registration, payment, transfer, or exchange of
the Certificates shall at all times be kept and maintained by the City at the corporate trust office
of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain,record, and maintain
in the Security Register the name and address of every owner of the Certificates, or if
appropriate, the nominee thereof Any Certificate may, in accordance with its terms and the
terms hereof, be transferred or exchanged for Certificates of other authorized denominations
upon the Security Register by the Holder, in person or by his duly authorized agent, upon
surrender of such Certificate 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 Certificate 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 Certificates executed on
behalf of, and furnished by, the City of authorized denominations and having the same Stated
Maturity and of a like interest rate and aggregate principal amount as the Certificate or
Certificates surrendered for transfer.
58237736.5 -7-
At the option of the Holder, Certificates may be exchanged for other Certificates of
authorized denominations and having the same Stated Maturity, bearing the same rate of interest
and of like aggregate principal amount as the Certificates surrendered for exchange upon
surrender of the Certificates to be exchanged at the corporate trust office of the Paying
Agent/Registrar. Whenever any Certificates are so surrendered for exchange, the City shall
execute, and the Paying Agent/Registrar shall register and deliver new, Certificates executed on
behalf of, and furnished by,the City to the Holder requesting the exchange.
All Certificates issued upon any transfer or exchange of Certificates shall be delivered at
the corporate trust office of the Paying Agent/Registrar, or be sent by United States 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 Certificates surrendered upon such
transfer or exchange.
All transfers or exchanges of Certificates pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Certificates canceled by reason of an exchange or transfer pursuant to the provisions
hereof are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case
may be, of the same debt evidenced by the new Certificate or Certificates registered and
delivered in the exchange or transfer therefor. Additionally, the term Predecessor Certificates
shall include any Certificate registered and delivered pursuant to Section 25 in lieu of a
mutilated, lost, destroyed, or stolen Certificate which shall be deemed to evidence the same
obligation as the mutilated, lost, destroyed,or stolen Certificate.
SECTION 7. Initial Certificate. The Certificates herein authorized shall be issued
initially either (i) as a single fully registered Certificate in the total principal amount of
$10,020,000 with principal installments to become due and payable as provided in Section 2 and
numbered T-I, or (ii) as one (1) fully registered Certificate for each year of Stated Maturity in
the applicable principal amount, interest rate, and denomination and to be numbered
consecutively from T-1 and upward (the Initial Certificate) and, in either case, the Initial
Certificate shall be registered in the name of the Purchasers or the designee thereof. The Initial
Certificate shall be the Certificates 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 Certificate to the Purchasers, the Paying Agent/Registrar, pursuant to written
instructions from the Purchasers or their designee, shall cancel the Initial Certificate delivered
hereunder and exchange therefor definitive Certificates of authorized denominations, Stated
Maturities, principal amounts and bearing applicable interest rates on the unpaid principal
amounts from the Certificate Date, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, to Stated Maturity, and shall be lettered "R" and
numbered consecutively from one (I) upward for transfer and delivery to the Holders named at
the addresses identified therefor; all pursuant to and in accordance with such written instructions
582377363 -g-
from the Purchasers, or the designee thereof, and such other information and documentation as
the Paying Agent/Registrar may reasonably require.
SECTION 8. Forms.
A. Forms Generally. The Certificates, 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 Certificates shall be substantially in the
forms set forth in this Section with such appropriate insertions, omissions, substitutions, and
other variations as are permitted or required by this Ordinance and may have such letters,
numbers, or other marks of identification (including insurance legends in the event the
Certificates, 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
Bond Counsel) thereon as may, consistent herewith, be established by the City or determined by
the officers executing the Certificates as evidenced by their execution thereof Any portion of the
text of any Certificate may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Certificate.
The definitive Certificates 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 Certificates as evidenced by their execution thereof, but the Initial
Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or
otherwise reproduced.
[The remainder of this page intentionally left blank]
58237736.5 -9-
B. Form of Definitive Certificate.
REGISTERED
REGISTERED PRINCIPAL AMOUNT
NO.
United States of America
State of Texas
Counties of Nueces, Aransas, Kleberg, and San Patricio
CITY OF CORPUS CHRISTI,TEXAS
COMBINATION TAX AND LIMITED PLEDGE REVENUE
CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2015
Certificate Date: Interest Rate: Stated Maturity: CUSIP No.
October 1, 2015
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Corpus Christi, Texas(the City), a body corporate and municipal corporation
in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value
received, acknowledges itself indebted to and hereby promises to pay to the order of the
Registered Owner 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
Certificate Date, or from the most recent Interest Payment Date (defined below) to which interest
has been paid or duly provided for until such principal sum has become due and payment thereof
has been made 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 twelve 30-day
months; such interest being payable on March 1 and September 1 of each year, commencing
March I, 2016 (each,an Interest Payment Date).
Principal and premium, if any, of this Certificate shall be payable to the Registered
Owner hereof(the Holder), upon presentation and surrender, at the corporate trust office of the
Paying Agent/Registrar executing the registration certificate appearing hereon or a successor
thereof. Interest shall be payable to the Holder of this Certificate (or one or more Predecessor
Certificates, 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 Certificate shall be in any coin or currency of
the United States of America which at the time of payment is legal tender for the payment of
public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or
prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the
Holder hereof at the address appearing in the Security Register or by such other method,
acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and
expense.
58237736.5 -10-
This Certificate is one of the series specified in its title issued in the aggregate principal
amount of $10,020,000 (the Certificates) pursuant to an Ordinance adopted by the governing
body of the City (the Ordinance), for the purpose of paying contractual obligations of the City to
be incurred for making permanent public improvements and for other public purposes, to-wit: (I)
the construction of improvements to the City's solid waste facilities, including (without
limitation) paying contractual obligations to be incurred with respect to the construction of
municipal landfill waste disposal cells, internal roadways and pavement, cover systems, gas
collection systems, drainage facilities, maintenance and office facilities, liners, environmental
monitoring equipment, and other improvements and equipment necessary to operate the Cefe
Valenzuela landfill (located in the vicinity of County Road 20 and Farm Road 2444) and provide
post closure care of the J.C. Elliott landfill (located in the vicinity of State Highway 286
(Chapman Ranch Road)and State Highway 357 (Saratoga Boulevard)); (2) purchasing materials,
supplies, equipment, land, and rights-of-way for authorized needs and purposes relating to the
aforementioned capital infrastructure improvements; and (3) the payment of professional
services related to the construction, design, and financing of the aforementioned projects, under
and in strict conformity with the laws of the State of Texas, particularly the Certificate of
Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through
271.065, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as
amended, Texas Government Code, and the City's Home Rule Charter.
The Certificates stated to mature on and after March 1, 2026 may be redeemed prior to
their Stated Maturities, at the option of the City, on March 1, 2025, or on any date thereafter, in
whole or in part, in principal amounts of$5,000 or any integral multiple thereof(and if within a
Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption
price of par plus accrued interest to the date of redemption; provided, however,that at least thirty
(30) days prior written notice shall be sent to the Holder of the Certificates to be redeemed by
United States mail, first-class postage prepaid, and subject to the terms and provisions relating
thereto contained in the Ordinance. If this Certificate 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 Certificate to the Paying Agent/Registrar at its
corporate trust office, a new Certificate or Certificates 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 Certificate (or any portion of the principal sum hereof) shall have been duly called
for redemption and notice of such redemption has been duly given, then upon such redemption
date this Certificate (or the portion of the principal sum hereof to be redeemed) shall become due
and payable, and, if the money for the payment of the redemption price and the interest accrued
on the principal amount to be redeemed to the date of redemption is held for the purpose of such
payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon
from and after the redemption date on the principal amount hereof to be redeemed. If this
Certificate 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 Certificate within forty-five (45)days of
the date fixed for redemption; provided, however, such limitation of transfer shall not be
582377365 -1 1-
applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its
redemption in part.
The Certificates of this series are payable from the proceeds of an ad valorem tax levied
upon all taxable property within the City, within the limitations prescribed by law, and are
further payable from and secured by a lien on and pledge of the Pledged Revenues (identified
and defined in the Ordinance), being a limited amount of the Net Revenues derived from the
operation of the City's solid waste management system (the System), such lien on and pledge of
the limited amount of Net Revenues being subordinate and inferior to the lien on and pledge of
such Net Revenues securing payment of the currently outstanding Subordinate Lien Obligations
and Limited Pledge Obligations and any Prior Lien Obligations, Junior Lien Obligations,
Additional Subordinate Lien Obligations, or Additional Limited Pledge Obligations hereafter
issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien
Obligations, Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional
Limited Pledge Obligations (all as identified and defined in the Ordinance), while the
Certificates are Outstanding, without limitation as to principal amount but subject to any terms,
conditions or restrictions as may be applicable thereto under law or otherwise.
Reference is hereby made to the Ordinance, a copy of which is on file in the corporate
trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied and the revenues pledged for the payment of the Certificates; the terms
and conditions under which the City may issue Prior Lien Obligations, Junior Lien Obligations,
Additional Subordinate Lien Obligations, and Additional Limited Pledge Obligations; the terms
and conditions relating to the transfer or exchange of the Certificates; the conditions upon which
the Ordinance may be amended or supplemented with or without the consent of the Holder; the
rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and
provisions upon which this Certificate 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 Certificate, 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 Certificates 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
Certificate 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
5823»36.5 -12-
scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest
payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (the Special Payment
Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five
(5) business days prior to the Special Record Date by United States mail, first-class postage
prepaid, to the address of each Holder appearing on the Security Register at the close of business
on the last business day next preceding the date of mailing of such notice.
It is hereby certified, covenanted, and represented that all acts, conditions, and things
required to be performed, exist, and be done precedent to the issuance of this Certificate in order
to render the same a legal, valid, and binding obligation of the City have been performed, exist,
and have been done, in regular and due time, form, and manner, as required by the laws of the
State of Texas and the Ordinance, and that issuance of the Certificates does not exceed any
constitutional or statutory limitation; and that due provision has been made for the payment of
the principal of, premium if any, and interest on the Certificates by the levy of a tax and
collection of Pledged Revenues as aforestated. In case any provision in this Certificate 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 Certificate and the Ordinance shall be
construed in accordance with and shall be governed by the laws of the State of Texas.
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58237736.5 -13-
IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under
its official seal.
CITY OF CORPUS CHRISTI, TEXAS
By
Mayor
ATTEST:
City Secretary
(CITY SEAL)
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58237736.5 -14-
C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Certificate 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 Certificate 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 Certificates.
D. Form of Registration Certificate of Paying Agent/Registrar to Appear on
Definitive Certificates Only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued under the provisions of the within-mentioned
Ordinance; the Certificate or Certificates 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: THE BANK OF NEW YORK MELLON
TRUST COMPANY,N.A.,Dallas,Texas,as
Paying Agent/Registrar
By:
Authorized Signature
*NOTE TO PRINTER: Print on Definitive Certificates.
55137736.5 -15-
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee):
(Social Security or other identifying number):
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate 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 Certificate in every
particular.
Signature guaranteed:
(The remainder of this page intentionally left blank.]
58237736.5 -16-
F. The Initial Certificate shall be in the form set forth in paragraph B of this Section
except that the form of a single fully registered Initial Certificate 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)first two paragraphs shall read as follows:
REGISTERED PRINCIPAL
REGISTERED AMOUNT
NO. T-1 S
United States of America
State of Texas
Counties of Nueccs, Aransas,Kleberg, and San Patricio
CITY OF CORPUS CHRISTI,TEXAS
COMBINATION TAX AND LIMITED PLEDGE REVENUE
CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2015
Certificate Date: Interest Rate: Stated Maturity: CUSIP No.
October 1, 2015 As Shown Below As Shown Below
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation
in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value
received, acknowledges itself indebted to and hereby promises to pay to the order of the
Registered Owner named above, or the registered assigns thereof, the Principal Amount specified
above stated to mature 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(%)
(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 Amounts hereof from the Certificate Date, or from the most recent Interest
Payment Date (defined below) to which interest has been paid or duly provided for, until the
principal amounts have become due and payment thereof has been made or duly provided for, to
the earlier of redemption or Stated Maturity, at the per annum rates of interest specified above,
computed on the basis of a 360-day year of twelve 30-day months; such interest being payable
on March 1 and September 1 of each year, commencing March 1, 2016 (each, an Interest
Payment Date).
58239936.5 -17-
Principal of this Certificate shall be payable to the Registered Owner hereof(the Holder),
upon its presentation and surrender, to Stated Maturity or prior redemption, while Outstanding, at
the corporate trust office of The Bank of New York Mellon Trust Company,N.A., Dallas, Texas
(the Paying Agent/Registrar). Interest shall be payable to the Holder of this Certificate 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 Certificate shall be in any coin or
currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by
check sent on or prior to the appropriate date of payment by United States mail, first-class
postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such
other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
expense of,the Holder hereof
G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers for
the Certificates, the Definitive Certificates and the Initial Certificate 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: the terms
defined in this Section have the meanings assigned to them in this Section, and certain terms
used in Section 44 of this Ordinance have the meanings assigned to them in Section 44 of this
Ordinance, 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 Limited Pledge Obligations shall mean (i) any bonds, notes,
warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the
City payable in part from a pledge of and lien on Pledged Revenues of the System which pledge
of revenues is limited as further provided in Section 20 of this Ordinance, and (ii) any
obligations hereafter issued to refund the foregoing as determined by the City Council in
accordance with any applicable law.
B. The term Additional Subordinate Lien Obligations shall mean (i) any bonds,
notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by
the City payable wholly or in part from and equally and ratably secured by a lien on and pledge
of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and
pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien
Obligations or Junior Lien Obligations hereafter issued by the City, but prior and superior to the
lien on and pledge of the limited amount of the Net Revenues securing, in part, the payment of
the currently outstanding Limited Pledge Obligations (including the Certificates), or any
Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in
Section 20 of this Ordinance, and (ii) obligations hereafter issued to refund any of the foregoing
that are payable from and equally and ratably secured by a subordinate and inferior lien on and
58237736.5 -18-
pledge of the Net Revenues as determined by the City Council in accordance with any applicable
law.
C. The term Authorized Officials shall mean the City Manager of the City, the
Deputy City Manager, the Assistant City Manager for General Government and Operations
Support,and the City's Director of Financial Services.
D. The term Certificates shall mean the $10,020,000 "CITY OF CORPUS CHRISTI,
TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION, TAXABLE SERIES 2015"authorized by this Ordinance.
E. The term Certificate Fund shall mean the special Fund created and established by
the provisions of Section 10 of this Ordinance.
F. The term City shall mean the City of Corpus Christi, located in Nueces, Aransas,
Kleberg, and San Patricia Counties, Texas and,where appropriate,the City Council of the City.
G. The term Closing Date shall mean the date of physical delivery of the Initial
Certificate in exchange for the payment of the agreed purchase price for the Certificates.
H. The term Collection Date shall mean, when reference is being made to the levy
and collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year
by the City become delinquent.
L The term Debt Service Requirements shall mean, as of any particular date of
computation, with respect to any obligations and with respect to any period, the aggregate of the
amounts to be paid or set aside by the City as of such date or in such period for the payment of
the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations;
assuming, in the case of obligations without a fixed numerical rate, that such obligations bear
interest at the maximum rate permitted by the terms thereof and further assuming in the case of
obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the
principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the
mandatory redemption provisions applicable thereto.
J. The term Depository shall mean an official depository bank of the City.
K. The term Fiscal Year shall mean the annual financial accounting period for the
System now ending on September 30th of each year; provided, however, the City Council may
change such annual financial accounting period to end on another date if such change is found
and determined to be necessary for accounting purposes or is required by applicable law.
L. The term Government Securities, as used herein, shall mean (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by,the
United States of America; (ii) noncallable obligations of an agency or instrumentality of the
United States, including obligations that are unconditionally guaranteed or insured by the agency
or instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent; (iii)
582377365 -19-
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; and (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
Certificates.
M. The term Gross Revenues for any period shall mean all income and revenues
received by the City by virtue of its ownership and operation of the System, including, but not
limited to, its rentals, fees, and other revenues resulting from the ownership of the System,
including rentals received from leasing all or part of the System. However, it is expressly
recognized that any such lease must comply with the requirements of the Code and existing
regulations, published rulings, and court decisions.
N. The term Holder or Holders shall mean the registered owner, whose name
appears in the Security Register, for any Certificate.
O. The term Interest Payment Date shall mean the date semiannual interest is
payable on the Certificates, being March 1 and September 1 of each year, commencing March I,
2016, while any of the Certificates remain Outstanding.
P. The term Junior Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation, or any similar obligations hereafter issued by the City that are payable,
in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net
Revenues of the System, such pledge being junior and inferior to the lien on and pledge of the
Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations
hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues
securing the payment of the currently outstanding Subordinate Lien Obligations, Limited Pledge
Obligations (including the Certificates), or any Additional Subordinate Lien Obligations or
Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in
Section 20 of this Ordinance and (ii) obligations hereafter issued to refund any of the foregoing
that are payable from and equally and ratably secured by a junior and inferior lien on and pledge
of the Net Revenues as determined by the City Council in accordance with any applicable law.
Q. The term Limited Pledge Obligations shall mean the outstanding and unpaid
obligations of the City that are payable, in part, from and secured by a pledge of and lien on the
Pledged Revenues of the System and designated as follows
(I) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2009", dated July 15, 2009, in the original
principal amount of$8,460,000;
(2) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2010", dated July 1, 2010, in the original
principal amount of$3,000,000; and
(3) Upon issuance,the Certificates;
58237736 5 -20-
and (ii) obligations hereafter issued to refund any of the foregoing as determined by the City
Council in accordance with any applicable law.
R. The term Maintenance and Operating Expenses shall mean the expenses of
operation and maintenance, including all salaries, labor, materials, repairs and extensions
necessary to maintain and operate the System; provided, however, that only such repairs and
extensions as in the judgment of the City Council, reasonably and fairly exercised, are necessary
to keep the System in operation and render adequate service to the City and the inhabitants
thereof, or such as might be necessary to meet some physical action or condition which would
otherwise impair the security of any bonds or other obligations payable from and secured, in
whole or in part, by a lien on the Net Revenues derived from the ownership and operation of the
System shall be deducted in determining Net Revenues.
S. The term Net Revenues for any period shall mean the Gross Revenues of the
System less the Maintenance and Operating Expenses of the System.
T. The term Ordinance shall mean this ordinance as finally passed and adopted by
the City Council of the City.
U. The term Outstanding when used in this Ordinance with respect to Certificates
shall mean, as of the date of determination, all Certificates issued and delivered under this
Ordinance, except:
(1) those Certificates canceled by the Paying Agent/Registrar or delivered to
the Paying Agent/Registrar for cancellation;
(2) those Certificates for which payment has been duly provided by the City
in accordance with the provisions of Section 29 of this Ordinance; and
(3) those Certificates that have been mutilated, destroyed, lost, or stolen and
replacement Certificates have been registered and delivered in lieu thereof as provided in
Section 25 of this Ordinance.
V. The term Pledged Revenues shall mean, while the Certificates remain
Outstanding, an amount of Net Revenues not in excess of$1,000. The Pledged Revenues shall
be deposited, allocated, and expended in accordance with Section 10 of this Ordinance.
W. The term Pledged Revenue Amount shall mean the total amount, not to exceed
$1,000 while the Certificates arc Outstanding, of Net Revenues that may be transferred in whole
or in part by the City in any given Fiscal Year (however, any amounts transferred prior to the
final maturity date of the Certificates may not exceed the total amount of $1,000) to the
Certificate Fund.
X. The term Prior Lien Obligations shall mean (i)any bonds, notes, warrants,
certificates of obligation or any similar obligations hereafter issued by the City that are payable
wholly or in part from and equally and ratably secured by a prior and first lien on and pledge of
the Net Revenues of the System, all as further provided in Section 20 of this Ordinance, and
(ii)any obligations issued to refund the foregoing that are payable from and secured by a prior
58237736.5 -21-
and first lien on and pledge of the Net Revenues of the System as determined by the City Council
in accordance with any applicable law.
Y. The term Purchasers shall mean the initial purchaser or purchasers of the
Certificates named in Section 26 of this Ordinance.
Z. The term Stated Maturity shall mean the annual principal payments of the
Certificates payable on March 1 of each year the Certificates are Outstanding as set forth in
Section 2 of this Ordinance.
AA. The term Subordinate Lien Obligations shall mean (i) the outstanding and unpaid
obligations of the City that are payable, in whole or in part, from and equally secured by a
subordinate and inferior lien on and pledge of the Net Revenues of the System and designated as
follows:
(I) "City of Corpus Christi, Texas Combination Tax and Solid Waste
Revenue Certificates of Obligation, Series 2006", dated May I, 2006, in the original
principal amount of$18,605,000; and
(2) "City of Corpus Christi, Texas Combination Tax and Solid Waste
Revenue Certificates of Obligation, Series 2008", dated December 15, 2008, in the
original principal amount of$12,000,000;
and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and
equally and ratably 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.
BB. The term System shall mean a plant, composting process plant, incinerator,
sanitary landfill, transfer station, or other works and equipment that is acquired, installed, or
operated to collect, handle, store, process, recover material or energy from, or dispose of solid
waste, and includes sites for those works and equipment.
SECTION 10. Certificate Fund- Investments. For the purpose of paying the interest on
and to provide a sinking fund for the payment, redemption, and retirement of the Certificates,
there shall be and is hereby created a special fund to be designated "COMBINATION TAX
AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE
SERIES 2015 INTEREST AND SINKING FUND" (the Certificate Fund), which fund shall be
kept and maintained at the Depository, and money deposited in such fund shall be used for no
other purpose. Authorized Officials of the City are hereby authorized and directed to make
withdrawals from the Certificate Fund sufficient to pay the purchase price or the amount of
principal of, premium, if any, and interest on the Certificates as the same become due and
payable, or the purchase price thereof, and shall cause to be transferred to the Paying
AgentRegistrar from money on deposit in the Certificate Fund an amount sufficient to pay the
amount of principal and/or interest stated to mature on the Certificates, such transfer of funds to
the Paying Agent/Registrar to be made in such manner as will cause immediately available funds
to be deposited with the Paying Agent/Registrar on or before the business day next preceding
each interest and principal payment date for the Certificates.
58237736.5 -22-
The City, at its sole discretion, may deposit the Pledged Revenue Amount to the
Certificate Fund. The Pledged Revenue Amount, if deposited, shall be expended annually to pay
principal of and interest on the Certificates as the same become due and payable. This Pledged
Revenue Amount shall be accounted for and transferred to the Paying Agent/Registrar in
accordance with the provisions of the previous paragraph of this Section.
Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund
created and established by this Ordinance may, 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, secured (to the extent not insured by the Federal
Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested,
as authorized by any law, including investments held in book-entry form, in securities, including,
but not limited to, direct obligations of the United States of America, obligations guaranteed or
insured by the United States of America, which, in the opinion of the Attorney General of the
United States, are backed by its full faith and credit or represent its general obligations, or
invested in indirect obligations of the United States of America, including, but not limited to,
evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the
Federal Land Banks. Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home
Loan Banks, Government National Mortgage Association, Farmers Home Administration,
Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing
Association; provided that all such deposits and investments shall be made in such a manner that
the money required to be expended from such fund will be available at the proper time or times.
All interest and income derived from deposits and investments in any fund established pursuant
to the provisions of this Ordinance shall be credited to, and any losses debited to, such fund. All
such investments shall be sold promptly when necessary to prevent any default in connection
with the Certificates.
SECTION 11. Tax Levy. To provide for the payment of the Debt Service
Requirements on the Certificates being (i) the interest on the Certificates and (ii) a sinking fund
for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the
greater), there shall be and there is hereby levied for the current year and each succeeding year
thereafter while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax,
within the limitations prescribed by law, on each one hundred dollars valuation of taxable
property in the City, adequate to pay such Debt Service Requirements, full allowance being
made for delinquencies and costs of collection; said tax shall be assessed and collected each year
and applied to the payment of the Debt Service Requirements, and the same shall not be diverted
to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund
and are thereafter pledged to the payment of the Certificates. The City Council hereby declares
its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt
Service Requirements, it having been determined that the existing and available taxing authority
of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all
other outstanding indebtedness and obligations of the City.
The amount of taxes to be provided annually for the payment of the principal of and
interest on the Certificates shall be determined and accomplished in the following manner:
5 823 7736 5 -23-
A. Prior to the date the City Council establishes the annual tax rate and passes an
ordinance levying ad valorem taxes each year,the City Council shall determine:
(1) the amount of Debt Service Requirements to become due and payable on
the Certificates between the Collection Date for the taxes then to be levied and the
Collection Date for the taxes to be levied during the next succeeding calendar year;
(2) the amount on deposit in the Certificate Fund after(a)deducting therefrom
the total amount of Debt Service Requirements to become due on Certificates prior to the
Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount
of the Pledged Revenues, if any, or any other lawfully available funds to be appropriated
and allocated during such year to pay such Debt Service Requirements, if any, prior to
the Collection Date for the ad valorem taxes to be levied; and
(3) the amount of Pledged Revenues, if any, or any other lawfully available
funds appropriated and set aside for the payment of the Debt Service Requirements on the
Certificates between the Collection Date for the taxes then to be levied and the Collection
Date for the taxes to be levied during the next succeeding Fiscal Year.
B. The amount of taxes to be levied annually each year to pay the Debt Service
Requirements on the Certificates shall be the amount established in paragraph (I) above less the
sum total of the amounts established in paragraphs (2) and (3), after taking into consideration
delinquencies and costs of collecting such annual taxes.
SECTION 12. Pledge of Pledged Revenues. The City hereby covenants and agrees
that, subject to (i) any prior lien on and pledge of the Net Revenues of the System to the payment
and security of the currently outstanding Subordinate lien Obligations and any Prior Lien
Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter
issued by the City and(ii) the lien on and pledge of the Pledged Revenues (or such other limited
amount of excess Net Revenues of the System) to the payment and security of the currently
outstanding Limited Pledge Obligations,the Pledged Revenues are hereby irrevocably pledged to
the payment of the principal of and interest on the Certificates and the pledge of Pledged
Revenues herein made for the payment of the Certificates shall constitute a lien on the Pledged
Revenues in accordance with the terms and provisions hereof and be valid and binding without
any physical delivery thereof or further act by the City.
SECTION 13. Revenue Fund. The City hereby covenants and agrees that all Gross
Revenues derived from the operation of the System shall be kept separate and apart from all
other funds, accounts and money of the City and shall be deposited as collected into the "CITY
OF CORPUS CHRISTI, TEXAS SOLID WASTE MANAGEMENT SYSTEM REVENUE
FUND" (the Revenue Fund). All money deposited in the Revenue Fund shall be pledged and
appropriated to the extent required for the following purposes and in the order of priority shown:
• First: to the payment of the reasonable and proper Maintenance and Operating
Expenses of the System required by statute or ordinances authorizing the issuance
of any indebtedness of the City to be a first charge on and claim against the Gross
Revenues of the System;
58237736.5 -24-
• Second: To the payment of the amounts that must be deposited in the special
funds and accounts created and established for the payment, security, and benefit
of any Prior Lien Obligations hereafter issued by the City in accordance with the
terms and provisions of any ordinances authorizing their issuance;
• Third: To the payment of the amounts that must be deposited in the special funds
and accounts created and established for the payment, security, and benefit of any
Junior Lien Obligations hereafter issued by the City in accordance with the terms
and provisions of any ordinances authorizing their issuance;
• Fourth: To the payment of the amounts that must be deposited in the special
funds and accounts created and established for the payment, security, and benefit
of the currently outstanding Subordinate Lien Obligations or Additional
Subordinate Lien Obligations hereafter issued by the City in accordance with the
terms and provisions of any ordinances authorizing their issuance; and
• Fifth: To the payment of the amounts that may be deposited in the special funds
and accounts established for the payment of the currently outstanding Limited
Pledge Obligations, including the Certificates, and any Additional Limited Pledge
Obligations hereafter issued by the City in accordance with the terms and
provisions of any ordinances authorizing their issuance.
Any Net Revenues remaining in the System Fund after satisfying the foregoing
payments, or making adequate and sufficient provision for the payment, security and benefit
thereof, may be appropriated and used for any other City purpose now or hereafter permitted by
law.
SECTION 14. Deposits to Certificate Fund — Surplus Certificate Proceeds. The City
hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to a principal
and Interest Payment Date for the Certificates, from the Pledged Revenues in the System Fund,
after the deduction of all payments required to be made to the special funds or accounts created
for the payment, security, and benefit of the (i) currently outstanding Subordinate Lien
Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate
Lien Obligations hereafter issued by the City and (ii) the currently outstanding Limited Pledge
Obligations and any Additional Limited Pledge Obligations hereafter issued by the City, any
amounts budgeted to be paid therefrom in such Fiscal Year.
Accrued interest, if any, received from the Purchasers of the Certificates shall be
deposited to the Certificate Fund and ad valorem taxes levied and collected for the benefit of the
Certificates shall be deposited to the Certificate Fund. In addition, any surplus proceeds,
including investment income therefrom, from the sale of the Certificates not expended for
authorized purposes shall be deposited in the Certificate Fund, and such amounts so deposited
shall reduce the sums otherwise required to be deposited in said fund from ad valorem taxes.
SECTION 15. Security of Funds. Al! money on deposit in the funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested
as provided herein) shall be secured in the manner and to the fullest extent required by the laws
58237736.5 -25-
of the State of Texas for the security of public funds, and money on deposit in such funds shall
be used only for the purposes permitted by this Ordinance.
SECTION 16. Maintenance of System - Insurance. The City covenants and agrees that
while the Certificates remain Outstanding it will maintain and operate the System with all
possible efficiency and maintain casualty and other insurance (including a system of
self-insurance) on the properties of the System and its operations of a kind and in such amounts
customarily carried by municipal corporations in the State of Texas engaged in a similar type of
business and that it will faithfully and punctually perform all 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, are held for the benefit of the holders of the
Certificates 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 17. Rates and Charges. The City hereby covenants and agrees with the
Holders of the Certificates that rates and charges for solid waste collection services afforded by
the System will be established and maintained to provide Gross Revenues sufficient at all times:
A. to pay, together with any other lawfully available funds, all operating,
maintenance, depreciation, replacement, betterment, and other costs incurred in the maintenance
and operation of the System, including, but not limited to, Maintenance and Operating Expenses;
B. to produce Net Revenues sufficient, together with any other lawfully available
funds, to pay (i) the interest on and principal of any Prior Lien Obligations hereafter issued by
the City as the same becomes due and payable and the amounts required to be deposited in any
special fund created and established for the payment, security, and benefit thereof; (ii) the
interest on and principal of any Junior Lien Obligations hereafter issued by the City as the same
becomes due and payable and the amounts required to be deposited in any special fund created
and established for the payment, security, and benefit thereof; (iii)the interest on and principal of
the currently outstanding Subordinate Lien Obligations and any Additional Subordinate Lien
Obligations hereafter issued by the City as the same becomes due and payable and the amounts
required to be deposited in any special fund created and established for the payment, security,
and benefit thereof; and (iv) the amounts that may be deposited in the special funds established
for the payment of the Limited Pledge Obligations or any Additional Limited Pledge Obligations
hereafter issued by the City; and
C. to pay other legally incurred indebtedness payable from the Net Revenues of the
System and/or secured by a lien on the System or the Net Revenues thereof.
SECTION 18. Records and Accounts - Annual Audit. The City further covenants and
agrees that so long as any of the Certificates remain Outstanding it will keep and maintain
58237736.5 -26-
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 thereto, as provided by
Chapter 363, as amended, Texas Health and Safety Code, or other applicable law. The Holders
of the Certificates or any duly authorized agent or agents of the Holders shall have the right to
inspect the System and all properties comprising the same. The City further agrees that,
following 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. Expenses incurred in making the
annual audit of the operations of the System are to be regarded as Maintenance and Operating
Expenses.
SECTION 19. 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 Certificate 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 Certificates shall be entitled to seek a writ of
mandamus issued by a court of proper jurisdiction compelling and requiring the governing body
of the City and other officers of the City to observe and perform any covenant, condition, or
obligation prescribed in this Ordinance.
No delay or omission to exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a waiver of any such default or
acquiescence therein, and every such right and power may be exercised from time to time and as
often as may be deemed expedient. The specific remedies herein provided shall be cumulative of
all other existing remedies and the specification of such remedies shall not be deemed to be
exclusive.
SECTION 20. Issuance of Prior Lien Obligations - Junior Lien Obligations —
Additional Subordinate Lien Obligations — Additional Limited Pledge Obligations. The City
hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of
obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by
a pledge of and lien on the Net Revenues of the System with the following priorities, without
limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable
thereto under existing ordinances, laws,or otherwise:
A. Prior Lien Obligations payable from and equally and ratably secured by a first and
prior lien on and pledge of the Net Revenues of the System;
B. Junior Lien Obligations payable from and equally and ratably secured by a lien on
and_y edge of the Net Revenues that is junior and inferior to the lien on and pledge thereof
securing the payment of any Prior Lien Obligations hereafter issued by the City, but prior and
superior to the lien on and pledge of the Net Revenues securing the payment of the currently
outstanding Subordinate Lien Obligations and the Certificates and any Additional Subordinate
Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City; and
C. Additional Subordinate Lien Obligations payable from and equally and ratably
secured by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien
on and pledge thereof securing the payment of any Prior Lien Obligations or Junior Lien
58237735.5 -27-
Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the
Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge
Obligations, the Certificates, and any Additional Limited Pledge Obligations hereafter issued by
the City; and
D. Additional Limited Pledge Obligations secured by a lien on and pledge of a
limited amount of the Net Revenues in accordance with the provisions of the following
paragraph.
Prior Lien Obligations, Junior Lien Obligations, and Additional Subordinate Lien
Obligations, if issued, may be payable, in whole or in part, from Net Revenues (without
impairment of the obligation of contract with the holders of the currently outstanding Limited
Pledge Obligations and the Certificates) upon such terms and conditions as the City Council may
determine. Additional Limited Pledge Obligations, if issued and payable, in whole or in part,
from Pledged Revenues (defined in the same or similar terms as provided in Section 9 of this
Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited
Pledge Obligations), shall not in any event be construed to be payable from the Pledged
Revenues authorized by this Ordinance or in the ordinances authorizing the issuance of the
currently outstanding Limited Pledge Obligations to be budgeted and appropriated for the
payment of the Certificates or in the ordinances authorizing the issuance of the currently
outstanding Limited Pledge Obligations. However, the lien on and pledge of the limited amount
of Net Revenues securing, in part, the payment of the Certificates, the Limited Pledge
Obligations and any Additional Limited Pledge Obligations shall be subordinate and inferior to
the pledge of and lien on the Net Revenues securing the payment of the currently outstanding
Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or
Additional Subordinate Lien Obligations hereafter issued by the City.
SECTION 21. Special Covenants. The City hereby further covenants that:
A. it has the lawful power to pledge the Pledged Revenues supporting the
Certificates and has lawfully exercised said powers under the laws of the State of Texas,
including power existing under Chapter 363, as amended, Texas health and Safety Code, and the
Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section
271.041 through Section 271.064, and the City's Home Rule Charter; and
B. other than for the payment of the currently outstanding Subordinate Lien
Obligations and the Limited Pledge Obligations, the Net Revenues of the System have not in any
manner been pledged to the payment of any debt or obligation of the City or of the System;
SECTION 22. Application of the Covenants and Agreements of the Subordinate Lien
Obligations, Prior Lien Obligations, or Junior Lien Obligations. It is the intention of the City
Council and accordingly hereby recognized and stipulated that the provisions, agreements, and
covenants contained herein bearing upon the management and operations of the System, and the
administration and application of Gross Revenues derived from the operation thereof, shall to the
extent possible be harmonized with like provisions, agreements, and covenants contained in the
ordinances authorizing the issuance of the currently outstanding Subordinate Lien Obligations
and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien
582377365 -28-
Obligations hereafter issued by the City, and to the extent of any irreconcilable conflict between
the provisions contained herein and in the ordinances authorizing the issuance of the currently
outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien
Obligations, or Additional Subordinate Lien Obligations hereafter issued, the provisions,
agreements and covenants contained therein shall prevail to the extent of such conflict and be
applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to
the holders of the currently outstanding Subordinate Lien Obligations and any Prior Lien
Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter
issued. It is expressly recognized that prior to the issuance of any Prior Lien Obligations, Junior
Lien Obligations, or Additional Subordinate Lien Obligations, the City must comply with each
of the conditions precedent contained in the ordinances authorizing the issuance of the currently
outstanding Subordinate Lien Obligations, Limited Pledge Obligations, and the Certificates, as
appropriate.
SECTION 23. Notices to Holders - Waiver. Wherever this Ordinance provides for
notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to
the address of each Holder appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver.
SECTION 24. Cancellation. All Certificates surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be
promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying
Agent/Registrar 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 Certificates previously certified or registered and delivered which the City may
have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly
canceled by the Paying Agent/Registrar. All canceled Certificates held by the Paying
Agent/Registrar shall be destroyed as directed by the City.
SECTION 25. Mutilated, Destroyed, Lost, and Stolen Certificates. If(l) any mutilated
Certificate is surrendered to the Paying Agent/Registrar, or the City and the Paying
AgenVRegistrar receive evidence to their satisfaction of the destruction, loss, or theft of any
Certificate, 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 of the Paying Agent/Registrar that such Certificate 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 Certificate,
582377365 -29-
a new Certificate 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 Certificate has become or is about to
become due and payable, the City in its discretion may, instead of issuing a new Certificate, pay
such Certificate.
Upon the issuance of any new Certificate or payment in lieu thereof, under this Section,
the City may require payment by the Holder of a sum sufficient to cover any tax or other
governmental charge imposed in relation thereto and any other expenses and charges (including
attorney's fees and the fees and expenses of the Paying Agent/Registrar)connected therewith.
Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed,
lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City,
whether or not the mutilated, destroyed, lost, or stolen Certificate 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 Certificates.
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 Certificates.
SECTION 26. Sale of the Certificates — Official Statement Approval — Approval of
Purchase Contract - Use of Certificate Proceeds. The Certificates authorized by this Ordinance
are hereby sold by the City to Frost Bank, San Antonio, Texas, as the authorized representative
of a group of underwriters (the Purchasers, having all the rights, benefits, and obligations of a
Holder) in accordance with the provisions of a Purchase Contract, dated September 23, 2015 (the
Purchase Contract), attached hereto as Exhibit B and incorporated herein by reference as a part
of this Ordinance for all purposes. The Initial Certificate shall be registered in the name of the
Frost Bank. The pricing and terms of the sale of the Certificates are hereby found and
determined to be the most advantageous reasonably obtainable by the City. Any 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, and in regard to the approval and
execution of the Purchase Contract, the City Council hereby finds, determines and declares that
the representations, warranties, and agreements of the City contained in the Purchase Contract
are true and correct in all material respects and shall be honored and performed by the City.
Delivery of the Certificates to the Purchasers shall occur as soon as practicable after the adoption
of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract.
Furthermore, the City hereby ratifies, confirms, and approves in all respects (i)the City's
prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in
accordance with the Rule(hereinafter defined) and (ii)the use and distribution of the Preliminary
Official Statement by the Purchasers in connection with the public offering and sale of the
Certificates. The final Official Statement, being a modification and amendment of the
Preliminary Official Statement to reflect the terms of sale (together with such changes approved
by an Authorized Representative), shall be and is hereby in all respects approved and the
Purchasers are hereby authorized to use and distribute the final Official Statement, dated
5823])36.5 -30-
September 23, 2015, in the reoffering, sale and delivery of the Certificates to the public. The
Mayor and/or City Secretary are further authorized and directed to manually execute and deliver
for and on behalf of the City copies of the Official Statement in final form as may be required by
the Purchasers, and such final Official Statement in the form and content manually executed by
said officials shall be deemed to be approved by the City Council and constitute the Official
Statement authorized for distribution and use by the Purchasers. The proper officials of the City
are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as
prescribed therein, dated as of the date of payment for and delivery of the Certificates.
Proceeds from the sale of the Certificates shall be applied as follows:
(1) Accrued interest (in the amount of $17,477.09) received from the
Purchasers shall be deposited into the Certificate Fund.
(2) The balance of the proceeds derived from the sale of the Certificates, after
making the deposits to the Certificate Fund as described in(I)above, shall be used to pay
costs of issuance or deposited into the special construction account or accounts created
for the projects to be constructed with the proceeds of the Certificates. This special
construction account shall be established and maintained at the Depository and shall be
invested in accordance with the provisions of Section 10 of this Ordinance. Interest
earned on the proceeds of the Certificates pending completion of construction of the
projects financed with such proceeds shall be accounted for, maintained, deposited, and
expended as permitted by the provisions of Chapter 1201, as amended, Texas
Government Code, or as required by any other applicable law. Thereafter, such amounts
shall be expended in accordance with Section 14 of this Ordinance.
SECTION 27. Taxable Obligations. The Certificates 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 Certificates is not excludable from the gross income of the holders
thereof for federal income tax purposes.
SECTION 28. Control and Custody of Certificates. 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 Certificates pending their approval by the Attorney General, the registration
thereof by the Comptroller of Public Accounts and the delivery of the Certificates to the
Purchasers.
Furthermore, each 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 Certificates, the approval of the Attorney General and their registration by the
Comptroller of Public Accounts and, together with the City's financial advisor, bond counsel,
and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial
Certificate to the Purchasers and the initial exchange thereof for definitive Certificates.
SECTION 29. 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
582377365 -31-
interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the
pledge of taxes levied and the lien on and pledge of the 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.
Certificates, 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 Certificates or the principal amount(s)thereof at Stated Maturity or to the redemption
date therefor, together with all interest due thereon, shall have been irrevocably deposited with
and held in trust by the Paying Agent/Registrar, and/or an authorized escrow agent, or
(ii) Government Securities shall have been irrevocably deposited in trust with the Paying
Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case
of a net defeasance, been certified by an independent accounting firm to mature as to principal
and interest in such amounts and at such times as will insure the availability, without
reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay
when due the principal of and interest on such Certificates,or the principal amount(s)thereof,on
and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or
waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have
been made)the redemption date thereof for the Certificates. In the event of a gross defeasance of
the Certificates, 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 Certificates.
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 Certificates, 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
Certificates and remaining unclaimed for a period of three (3) years after the Stated Maturity of
the Certificates, or applicable redemption date, 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 Certificates 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 Certificates for redemption; (2) gives notice of the reservation of
that right to the owners of the defeased Certificates 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 Certificates, after taking the redemption into account in determining the
sufficiency of the provisions made for the payment of the defeased Certificates.
58217716.5 -32-
SECTION 30. Printed Opinion. The Purchasers' obligation to accept delivery of the
Certificates is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP,
San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Certificates, the
opinion to be dated and delivered as of the date of initial delivery and payment for the
Certificates. Printing of a true and correct copy of the opinion on the reverse side of each of the
Certificates, with appropriate certificate pertaining thereto executed by facsimile signature of the
City Secretary of the City is hereby approved and authorized.
SECTION 31. CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Certificates shall be of no significance or effect as regards the legality
thereof, and neither the City nor bond counsel are to be held responsible for CUSIP numbers
incorrectly printed or typed on the definitive Certificates.
SECTION 32. Effect of Ifeadings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
SECTION 33. Ordinance a Contract,Amendments- Outstanding Certificates. The City
acknowledges that the covenants and obligations of the City herein contained are a material
inducement to the purchase of the Certificates. 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 Certificate 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 Certificates then Outstanding affected thereby,
amend, add to, or rescind any of the provisions of this Ordinance; provided, however, that,
without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or
rescission shall (1) extend the time or times of payment of the principal of and interest on the
Certificates, reduce the principal amount thereof or the rate of interest thereon, or in any other
way modify the terms of payment of the principal of, the redemption price therefor, or interest on
the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3)
reduce the aggregate principal amount of Certificates required for consent to any such
amendment, addition, or rescission.
SECTION 34. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied,
is intended or shall be construed to confer upon any person other than the City, Bond Counsel,
Paying Agent/Registrar, and the Holders,any right,remedy, or claim, legal or equitable, under or
by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Paying
Agent/Registrar, and the Holders.
SECTION 35. Inconsistent Provisions. All ordinances and resolutions, or parts thereof,
which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to
the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling
as to the matters ordained herein.
58231736 5 -33-
SECTION 36. Governing, Iaw. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 37. 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 38. 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 39. 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 of the City.
SECTION 40. Authorization of Paying Agent/Registrar Agreement. The City Council
of the City hereby finds and determines that it is in the best interest of the City to authorize the
execution of a Paying Agent/Registrar Agreement concerning the payment, exchange,
registration, and transferability of the Certificates. 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 41. 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 42. 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 43. No Recourse Against City Officials. No recourse shall be had for the
payment of principal of, premium, if any, or interest on any Certificate or for any claim based
thereon or on this Ordinance against any official of the City or any person executing any
Certificate.
55237736.5 -34-
SECTION 44. Continuing Disclosure Undertaking.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
EMMA means the MSRB's Electronic Municipal Market Access system, accessible by
the general public, without charge, on the intemet through the uniform resource locator (URL)
http://www.emma.msrb.org.
MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
B. Annual Reports.
The City shall file annually with the MSRB, (1) within six months after the end of each
fiscal year of the City ending in or after 2015, financial information and operating data with
respect to the System of the general type included in the final Official Statement authorized by
Section 26 of this Ordinance, being the information described in Exhibit C hereto, and (2) if not
provided as part such financial information and operating data, audited financial statements of
the City, when and if available. Any financial statements so to be provided shall be(i)prepared
in accordance with the accounting principles described in Exhibit C hereto, or such other
accounting principles as the City may be required to employ from time to time pursuant to state
law or regulation, and (ii)audited, if the City commissions an audit of such financial statements
and the audit is completed within the period during which they must be provided. If the audit of
such financial statements is not complete within such period, then the City shall file unaudited
financial statements within such period and audited financial statements for the applicable fiscal
year to the MSRB, when and if the audit report on such statements becomes available. Under
current Texas law, including, but not limited to, Chapter 103, as amended, Texas Local
Government Code, the City must have its records and accounts audited annually and shall have
an annual financial statement prepared based on the audit. The annual financial statement,
including the auditor's opinion on the statement, shall be filed in the office of the City Clerk
within one hundred eighty (180) days after the last day of the City's fiscal year. Additionally,
upon the filing of this financial statement and the annual audit, these documents are subject to
the Te.xas Open Records Act, as amended,Texas Government Code,Chapter 552.
If the City changes its fiscal year, it will file notice thereof with the MSRB of the change
(and of the date of the new fiscal year end) prior to the next date by which the City otherwise
would be required to provide financial information and operating data pursuant to this Section.
C. Notice of Certain Events.
The City shall file notice of any of the following events with respect to the Certificates to
the MSRB in a timely manner and not more than 10 business days after occurrence of the event:
582377365 -35-
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB), or other material notices or determinations with respect to the tax status of
the Certificates, or other material events affecting the tax status of the Certificates;
(7) Modifications to rights of holders of the Certificates if material;
(8) Certificate calls,if material,and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the
Certificates, if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
(13) The consummation of a merger,consolidation,or acquisition involving the
City or the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material;and
(14) Appointment of a successor or additional Paying Agent/Registrar or the
change of name of a Paying Agent/Registrar, if material.
For these purposes, any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
58237736.5 -36-
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall file notice with the MSRB, in a timely manner, of any failure by the City
to provide financial information or operating data in accordance with this Section by the time
required by this Section.
D. Limitations, Disclaimers, and Amendments.
The City shall be obligated to observe and perform the covenants specified in this Section
for so long as, but only for so long as, the City remains an "obligated person" with respect to the
Certificates within the meaning of the Rule, except that the City in any event will give notice of
any deposit that causes the Certificates to be no longer Outstanding.
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit
or any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WIIOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT
ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT
AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1)the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking
into account any amendments or interpretations of the Rule to the date of such amendment, as
well as such changed circumstances, and (2)either (a)the Holders of a majority in aggregate
582377365 -37-
principal amount (or any greater amount required by any other provision of this Ordinance that
authorizes such an amendment) of the Outstanding Certificates consent to such amendment or
(b) a person that is unaffiliated with the City (such as nationally recognized bond counsel)
determines that such amendment will not materially impair the interests of the Holders and
beneficial owners of the Certificates. The City may also repeal or amend the provisions of this
Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final
jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may
amend the provisions of this Section in its discretion in any other manner or circumstance, but in
either case only if and to the extent that the provisions of this sentence would not have prevented
an underwriter from lawfully purchasing or selling Certificates in the primary offering of the
Certificates, giving effect to (a) such provisions as so amended and (b) any amendments or
interpretations of the Rule. If the City so amends the provisions of this Section, the City shall
include with any amended financial information or operating data next provided in accordance
with this Section an explanation, in narrative form, of the reasons for the amendment and of the
impact of any change in the type of financial information or operating data so provided.
E. Information Format Incorporation by Reference.
The City information required under this Section shall be filed with the MSRB through
EMMA in such format and accompanied by such identifying information as may be specified
from time to time thereby. Under the current rules of the MSRB, continuing disclosure
documents submitted to EMMA must be in word-searchable portable document format (PDF)
files that permit the document to be saved, viewed, printed, and retransmitted by electronic
means and the series of obligations to which such continuing disclosure documents relate must
be identified by CUS1P number or numbers.
Financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document) available to the public
through EMMA or filed with the SEC.
SECTION 45. Book-Entry Only System.
It is intended that the Certificates will initially be registered so as to participate in a
securities depository system (the DTC System) with The Depository Trust Company,New York,
New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of
the Certificates shall be issued (following cancellation of the Initial Certificate described in
Section 7) in the form of a separate single definitive Certificate. Upon issuance, the ownership
of each such Certificate shall be registered in the name of Cede & Co., as the nominee of DTC,
and all of the Outstanding Certificates 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 D
(the Representation Letter).
With respect to the Certificates 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
58237735.5 -38-
broker-dealer, bank,or other financial institution for which DTC holds the Certificates 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 Certificates (an Indirect Participant).
Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar
shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC,
Cede & Co., or any Depository Participant with respect to any ownership interest in the
Certificates, (ii)the delivery to any Depository Participant or any other person, other than a
registered owner of the Certificates, as shown on the Security Register, of any notice with
respect to the Certificates, 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
Certificate, of any amount with respect to principal of, premium, if any, or interest on the
Certificates. 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 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 Certificates that they be able to obtain certificated Certificates, 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
Certificates 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 Certificates 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
Certificates may be registered in whatever name or names the Holders of Certificates transferring
or exchanging the Certificates shall designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Certificate 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 Certificate and all notices with
respect to such Certificate shall be made and given, respectively, in the manner provided in the
Representation Letter.
SECTION 46. No Recourse Against City Officials. No recourse shall be had for the
payment of principal of, premium, if any, or interest on any Certificate or for any claim based
thereon or on this Ordinance against any official of the City or any person executing any
Certificate.
SECTION 47. 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
582377365 -39-
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial
sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, the Purchase
Contract, and the Official Statement. In addition, prior to the initial delivery of the Certificates,
the Authorized Representatives 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 Certificates by the Texas Attorney
General's office. In case any officer of the City whose signature shall appear on any certificate
shall cease to be such officer before the delivery of such certificate, such signature shall
nevertheless be valid and sufficient for all purposes the same as if such officer had remained in
office until such delivery.
SECTION 48. City's Consent to Provide Information and Documentation to the Texas
MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership
corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the
Internal Revenue Code and which serves as a comprehensive financial information repository
regarding municipal debt issuers in Texas,requires provision of written documentation regarding
the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas
MAC and in compliance with applicable law, the City hereby consents to and authorizes any
Authorized Representative, Bond Counsel to the City, and/or Financial Advisor to the City to
provide to the Texas MAC information and documentation requested by the Texas MAC relating
to the Obligations; provided, however, that no such information and documentation shall be
provided prior to the Closing Date. This consent and authorization relates only to information
and documentation that is a part of the public record concerning the issuance of the Obligations.
SECTION 49. Effective Date. Pursuant to the provisions of Section 1201.028, as
amended, Texas Government Code, this Ordinance shall he effective immediately upon
adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary
concerning a multiple reading requirement for the adoption of ordinances.
[The remainder of this page intentionally left blank]
332377365 -40-
PASSED AND ADOPTED on the 24th day of February, 2015.
CITY OF CORPUS CHRISTI,TEXAS
C( &
Mayor
ATTEST:
k.<
City Secretary
APPROVED THIS 24th DAY OF FEBRUARY, 2015:
Miles Risley, City Attorney
(CITY SEAL)
58237736.5 S-1
THE STATE OF TEXAS §
COUNTY OF NUECES §
I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify
that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City
Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 24th
day of February, 2015, authorizing the issuance of the City's Combination Tax and Limited
Pledge Revenue Certificates of Obligation, 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 24th day of
February,2015.
4 .u.)
City Secretary
(CITY SEAL)
58237736.5
The foregoing ordinance was read for the first time and passed to its second reading on this the
17th day of February, 2015, by the following vote:
Nelda Martinez LI ° Chad Magill —(19.L
Brian Rosas ,..../ . Colleen McIntyre
Rudy Garza I ,IA!_Lillian Riojas I ,///1
Lucy Rubio MMark Scott
_#
Al ,
Carolyn Vaughn
The foregoing ordinance was read for the second time and passed finally on this the 24th day of
February, 2015, by the following vote:
Nelda Martinez LA i Chad Magill a . A
Brian Rosas ILI1 Colleen McIntyre lit
Rudy Garza t , AI Lillian RiojasA ;iA
Lucy Rubio
ITI /Mark Scott _ ,
A
Carolyn Vaughn 0 �/�, AO
PASSED AND APPROVED, this the 2' day of February, 2015.
ATTEST: ,,
....e..e.z. 4.4.A.4---e-,Rebecca Huerta Nelda Martinez
City Secretary Mayor
58237736.5
030435
INDEX OF SCHEDULES AND EXHIBITS
Schedule I - - Approval Certificate
EXHIBIT A - Paying Agent/Registrar Agreement
EXHIBIT B - Purchase Contract
EXHIBIT C - Description of Annual Financial Information
EXHIBIT D - DTC Letter of Representations
582377365 1-1
SCHEDULEI
APPROVAL CERTIFICATE
SEE TAB NO. 2
582377365 Schedule I
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
SEE TAB NO. 4
58237736 5 A-I
EXHIBIT B
PURCHASE CONTRACT
SEE TAB NO. 8
58237736.5 B-I
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 44 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or
under the headings of the Official Statement referred to) below:
(1) The City's audited financial statements for the most recently concluded fiscal year
or to the extent these audited financial statements are not available, the portions of the unaudited
financial statements of the City appended to the Official Statement as Appendix C, but for the
most recently concluded fiscal year.
(2) All quantitative financial information and operating data with respect to the City
of the general type included in Appendix A to the Official Statement under the headings "Debt
Payable From Taxes", "General Fund Balances", "Ad Valorem Taxes", and "The Tax Increment
Financing Act".
Accounting Principles
The accounting principles referred to in such Section are generally accepted accounting
principles for governmental units as prescribed by the Government Accounting Standards Board
from time to time.
5823706.s C-1
EXHIBIT D
DTC LETTER OF REPRESENTATIONS
SEE TAB NO. 5
553399365 D-I
PUBLISHER'S AFFIDAVIT
State of-Texas } CITY OF CORPUS CHRISTI
Count of Nueces } Ad #439444
PO#
Bchere me, the undersigned, a Notary Public, this day personally came GEORGIA LAWSON, who
being first duly sworn, according to law, says that she is LEGAL SALES REPRESENATIVE AND
EMPLOYEE OF THE PUBLISHER, namely, the Corpus Christi Caller-Times, a daily newspaper
published at Corpus Christi in said City and State, generally circulated in Aransas, Bee, Brooks, Duval,
Jim I logg, Jim Wells, Kleberg, live Oak, Nueces, Refugio, and San Patricio, Counties, and that the
publication of NOTICE OF INTENTION TO ISSUE CITY OF which the annexed is a true copy, was
inserted in the Corpus Christi Caller-Times on:
CC-Corpus Christi Caller-Times 12/14/14 Sun
CC-Corpus Christi Caller-Times 12/21/14 Sun
CC-Internet - callercom 12/14/14 Sun
CC-Internet - caller.com 12/21/141 un
LEGAL SALES REPRESENTATIVE
.54 `{'
On this day of _, 20 I certify that the attached document is a true and exact
cops made by publisher.
a
irNotary -,, .t
.r
_
d ' MICHELLE JOYCE CABRERA
My Commission Expires
r J� March 19, 2016
NOTICE OF INTENTION TO
ISSUE CITY OF CORPUS
CHRISTI,TEXAS
CERTIFICATES OF OBLIGA-
CALLER-TIMES I December 14,2014 I 9E TION,TAXABLE SERIES 2015
NOTICE IS HEREBY GIVEN that
Legals the City Council of the City
of Corpus Christi,Texas will
convene at its regular meet-
ing place in the City Hall
in Corpus Christi, Texas, at
11:30 o'clock A.M., Corpus
Christi, Texas time on Jan-
uary 20, 2015, and, during
such meeting, the City
Council will consider the
passage of an ordinance or
ordinances and take such
other actions as may be
deemed necessary to autho-
rize the issuance of one or
more series of certificates
of obligation in an aggre-
gate principal amount not to
exceed $14,500,000 for the
purpose or purposes of pay-
ing contractual obligations
of the City to be incurred for
making permanent public
improvements and for other
public purposes, to-wit: (1)
the construction of improve-
ments to the City's solid
waste facilities, including
(without limitation) paying
contractual obligations to
be incurred with respect to
the construction of munic-
ipal landfill waste disposal
cells,internal roadways and
pavement, cover systems,
gas collection systems,
drainage facilities, mainte-
nance and office facilities,
liners, environmental moni-
toring equipment,and other
improvements and equip-
ment necessary to operate
the Cefe Valenzuela landfill
(located in the vicinity of
County Road 20 and Farm
Road 2444) and provide
post closure care of the J.C.
Elliott landfill(located in the
vicinity of State Highway 286
(Chapman Ranch Road) and
State Highway 357 (Sarato-
ga Boulevard)), and a solid
waste Citizens Collection
Center located in the City
near Flour Bluff and Padre
Island, (2) the purchase of
materials, supplies, equip-
ment, machinery, landscap-
ing, land, and rights-of-way
for authorized needs and
purposes relating to the
aforementioned facilities;
and (3)the payment of pro-
fessional services related
to the design, construction,
management and financ-
ing of the aforementioned
projects. The certificates
of obligation (the Certifi-
cates) will be payable from
the levy of an annual ad
valorem tax, within the lim-
itations prescribed by law,
upon all taxable property
within the City and from a
lien on and pledge of cer-
tain revenues derived by the
City from the operation of
the City's solid waste sys-
tem. The Certificates are
to be issued,and this notice •
is given, under and pursu-
ant to the provisions of the
Certificate of Obligation Act,
of 1971, as amended, Texas
Local Government Code
Section 271.041 through
Section 271.064,Subchapter
G of Chapter 363,as amend-
ed,Texas Health and Safety
Code, and the City's Home
Rule Charter.
/s/ Rebecca Huerta
City Secretary,
City of Corpus Christi,Texas