HomeMy WebLinkAbout030465 ORD - 03/31/2015 CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS §
COUNTIES OF NUECES, ARANSAS, §
KLEBERG,AND SAN PATRICIO §
CITY OF CORPUS CHRISTI §
THE UNDERSIGNED HEREBY CERTIFIES that:
1. The City Council (the City Council) of the City of Corpus Christi, Texas (the
City),convened on the 31st day of March, 2015 in regular session in the regular meeting place of
the City at the City Hall (the Meeting), which Meeting was at all times open to the public, the
duly constituted officers and members of the City Council being as follows:
Nelda Martinez Mayor
Carolyn Vaughn Councilmember, District 1
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
with the following being absent: None , constituting a quorum, at which time among
other business considered at the Meeting the attached ordinance (the Ordinance)entitled:
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF ONE OR MORE
SERIES OF "CITY OF CORPUS CHRISTI, TEXAS GENERAL
IMPROVEMENT BONDS", AS FURTHER DESIGNATED BY SERIES, IN
AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $99,495,000;
LEVYING A CONTINUING DIRECT ANNUAL AD VALOREM TAX,
WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT
OF THE BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND
RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE
ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE
APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT
PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT AND A PURCHASE CONTRACT;
COMPLYING WITH 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 BONDS; AND
PROVIDING AN EFFECTIVE DATE
58289044.2 !)3 fJ 4_G 5
was duly introduced and submitted to the City Council for passage and adoption. After
presentation and due consideration of the Ordinance, the Ordinance was passed and adopted in
accordance with the City's Home Rule Charter, and carried by the following vote:
qvoted "For" voted"Against"0 abstained
all as shown in the official Minutes of the Board for the Meeting.
2. The attached Ordinance is a true and correct copy of the original on file in the
official records of the City; the duly qualified and acting members of the 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 31st day of March,2015.
T-e-'2-L-E.,C,C,C. 4/•42^Ytl,
City Secretary
City of Corpus Christi,Texas
(SEAL)
-2-
58289044.2
FINAL
ORDINANCE NO. 030465
AUTHORIZING THE ISSUANCE OF ONE OR MORE SERIES OF "CITY
OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS",
AS FURTHER DESIGNATED BY SERIES, IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $99,495,000; LEVYING A
CONTINUING DIRECT ANNUAL AD VALOREM TAX, WITHIN THE
LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE
BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND
RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE
ISSUANCE, SALE,AND DELIVERY OF THE BONDS; INCLUDING THE
APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT
PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A
PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE
CONTRACT; COMPLYING WITH 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 BONDS; AND
PROVIDING AN EFFECTIVE DATE
WHEREAS, the City Council (the City Council) of the City of Corpus Christi,Texas(the
City) hereby finds and determines that general improvement bonds of the City, representing an
allocation against the hereinafter described voted authorization in the total principal amount of
$99,495,000 (being the principal amount of $90,520,000 and a portion of the premium of
$8,975,000), should be issued and sold at this time, being the first and final installment of
general improvement bonds approved and authorized to be issued at an election held on
November 4, 2014, the respective authorized purposes and amounts authorized to be issued
therefor, amounts previously issued, amounts being issued pursuant to this ordinance, and
amounts remaining to be issued from such voted authorizations subsequent to the date hereof
being as follows:
Premium
Bonds
Date Amount Previously Issued allocated to Amount
Voted Purpose Authorized Issued Bonds Herein Voted Unissued
Authority
11-04-14 Prop.I:Streets,Bridges, $55,000,000 $0.00 $46,025,000 $8,975,000 $55,000,000
Sidewalks,and Drainage
11-04-14 Prop.2:Streets,Bridges, $44,495,000 $0.00 $44,495,000 $0.00 $44,495,000
Sidewalks,and Drainage
WHEREAS, the City Council intends to issue an aggregate principal amount of
$90,520,000 in general improvement bonds the proceeds of which will be utilized for the
purposes of(i) making permanent public improvements and for public purposes as hereinafter
described; and (ii)payment of the costs of issuance of the general improvement bonds; and
58287415.6 0304C5
WHEREAS, the City Council hereby finds and determines that the issuance of the
general improvement bonds is in the best interests of the residents of the City, now,therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS THAT:
SECTION 1: Authorization-Designation - Principal Amount—Purpose—Delegation of
Authority. General improvement bonds of the City, in one or more series, shall be and are
hereby authorized to be issued in the aggregate principal amount of NINETY MILLION FIVE
HUNDRED TWENTY THOUSAND AND NO/100 DOLLARS ($90,520,000), to be designated
and bear the title of "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT
BONDS, SERIES 2015" (the Bonds), for the purpose of(i)providing funds: to make permanent
public improvements within the City for the purposes identified in the respective propositions
approved by the City's voters at an election held on November 4, 2014 (the Election) and (ii) to
pay the costs related to issuing the Bonds, all in conformity with the laws of the State of Texas,
particularly Chapters 1251, 1331, and 1371, as amended, Texas Government Code, the Election,
an ordinance adopted by the City Council on March 31, 2015, and the City's Home Rule Charter.
As authorized by Chapter 1371, each Authorized Official is hereby authorized,appointed,
and designated as the officers of the City authorized to individually act on behalf of the City in
selling and delivering each series of Bonds authorized herein and carrying out the procedures
specified in this Ordinance, including the following:
(1) Aggregate principal amount of each maturity of the Bonds;
(2) Rate of interest to be borne on the principal amount of each maturity;
(3) Interest payment dates;
(4) Extraordinary,optional, and/or mandatory redemption provisions;
(5) Pricing of each series of Bonds, including use of premium, discount,
underwriters' compensation,and costs of issuance;
(6) Underwriting syndicate for each series of Bonds, including the
identification of the senior and book running manager and co-managers, respectively, for
each such series;
(7) Dated Date(hereinafter defined);
(8) Further designation of each series of Bonds by year issued and the number
of similarly-secured series of bonds issued during the then-current calendar year; and
(9) Selection of the bond insurer, if any, with respect to any series of Bonds, if
determined by an Authorized Official to be advantageous to the City.
Each series of Bonds issued under this Ordinance shall be issued within the following
parameters:
58287415.6 - 2-
(1) The total principal amount of all series of Bonds issued hereunder shall
not exceed$99,495,000;
(2) The maximum maturity for any series of Bonds issued hereunder shall be
March 1,2055;
(3) On a combined basis by series (and not on a per maturity basis within a
series), the true interest cost (as determined by federal arbitrage yield) applicable to any
series of Bonds issued hereunder shall not exceed a rate greater 6.00%per annum;
(4) The final series of Bonds issued hereunder must be sold not later than
March 31, 2016 (though the closing of a particular series of Bonds sold in accordance
with this provision may occur after March 31, 2016, so long as such closing period is
determined by an Authorized Official to be of reasonable duration); and
(5) Each series of Bonds must be sold on a negotiated basis to an underwriting
syndicate selected in accordance with this Section(as provided in subpart(6)above).
The execution of an Approval Certificate attached hereto as Schedule I relating to a series
of Bonds issued hereunder shall evidence the sale date of the Bonds by the City to the Purchasers
(hereinafter defined) in accordance with the provisions of Chapter 1371. It is further provided,
however, that notwithstanding the foregoing provisions, no series of Bonds shall be delivered
unless prior to their initial delivery, such series of Bonds has 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 an Approval Certificate,
Bond Counsel is authorized to complete this Ordinance to reflect such final terms applicable to a
series of Bonds.
SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Interest Rates - Dated Date. The Bonds are issuable in fully registered form only,
without coupons; shall be dated August 1, 2015 (the Dated Date) and shall be issued in
denominations of $5,000 or any integral multiple thereof (within a Stated Maturity), shall be
lettered"R" and numbered consecutively from One (1) upward, and the Bonds shall become due
and payable on March 1 in each of the years and in principal amounts(the Stated Maturities)and
bear interest on the unpaid principal amounts from the Dated Date, or from the most recent
Interest Payment Date (hereinafter defined)to which interest has been paid or duly provided for,
to the earlier of redemption or to Stated Maturity, at the per annum rates, while Outstanding
(hereinafter defined), in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts($) Rates (%)
2016 2,090,000 2.000
2017 3,075,000 4.000
2018 3,200,000 4.000
2019 3,295,000 2.000
58287415.6 - 3 -
Years of Principal Interest
Stated Maturity Amounts($) Rates(%)
2020 3,415,000 5.000
2021 3,570,000 4.000
2022 3,735,000 5.000
2023 3,925,000 5.000
2024 4,130,000 5.000
2025 4,340,000 5.000
2026 4,560,000 5.000
2027 4,795,000 5.000
2028 4,990,000 3.000
2029 5,170,000 4.000
2030 5,380,000 4.000
2031 5,630,000 5.000
2032 5,870,000 3.500
2033 6,130,000 5.000
2034 6,445,000 5.000
2035 6,775,000 5.000
The Bonds shall bear interest on the unpaid principal amounts from the Dated Date or
from the most recent Interest Payment Date to which interest has been paid or duly provided for,
to Stated Maturity or prior redemption, while Outstanding, at the rates per annum shown in the
above schedule (calculated on the basis of a 360-day year of twelve 30-day months). Interest on
the Bonds shall be payable on March 1 and September 1 in each year(each, an Interest Payment
Date),commencing March 1,2016, while the Bonds are Outstanding.
SECTION 3: Payment of Bonds-Paving Agent/Registrar.
The principal of, premium, if any, and the interest on the Bonds, due and payable by
reason of Stated Maturity, redemption, or otherwise, shall be payable, without exchange or
collection charges to the Holder (hereinafter defined), appearing on the registration and transfer
books maintained by the Paying Agent/Registrar (hereinafter defined), in any coin or currency of
the United States of America which at the time of payment is legal tender for the payment of
public and private debts, and such payment of principal of, premium, if any, and interest on the
Bonds shall be without exchange or collection charges to the Holder (as hereinafter defined) of
the Bonds.
The selection and appointment of The Bank of New York Mellon Trust Company,N.A.,
Dallas, Texas, to serve as the initial Paying Agent/Registrar(the Paying Agent/Registrar) for the
Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept
58287415.6 -4-
an maintained at the corporate trust office of the Paying Agent/Registrar books and records (the
Se urity Register) for the registration, payment, and transfer of the Bonds, all as provided herein,
in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached
he eto 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
pr vide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any
su cessor Paying Agent/Registrar shall be (i)a national or state banking institution or (ii)an
as ociation or a corporation organized and doing business under the laws of the United States of
erica or of any state, authorized under such laws to exercise trust powers. Such Paying
A ent/Registrar shall be subject to supervision or examination by federal or state authority and
sh 1 be authorized by law to serve as a Paying Agent/Registrar.
The City reserves the right to appoint a successor Paying Agent/Registrar upon providing
th previous Paying Agent/Registrar with a certified copy of a resolution or ordinance
to inating such agency. Additionally, the City agrees to promptly cause a written notice of this
su stitution to be sent to each Holder of the Bonds by United States mail, first-class postage
pr paid, which notice shall also give the address of the corporate office of the successor Paying
A ent/Registrar.
Principal of, premium, if , and ineo , anyas
S ted Maturity, redemption, or otherwanyise, shall terst be on payabletheBonlyndstodue the registeredpaabled obywnerreof
on theof
B nds appearing on the Security Register (the Holder or Holders) maintained on behalf of the
Ci by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter
de fined) for purposes of payment of interest on the Bonds, (ii) on the date of surrender of the
B nds for purposes of receiving payment of principal thereof upon redemption of the Bonds or at
th Bonds' Stated Maturity, and (iii) on any other date for any other purpose. The City and the
Pa ing Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for
p oses of receiving payment and all other purposes whatsoever, and neither the City nor the
Pa ing Agent/Registrar,or any agent of either,shall be affected by notice to the contrary.
Principal of and premium, if any, on the Bonds shall be payable only upon presentation
an*1 surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on
the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of
business on the fifteenth day of the month next preceding an Interest Payment Date for the Bonds
(tRecord Date) and shall be paid (i)by check sent on or prior to the appropriate date of
pa ment by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the
ad ess of the Holder appearing in the Security Register or (ii)by such other method, acceptable
to 1the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and
expense.
If the date for the payment of the principal of, premium, if any, or interest on the Bonds
sh I be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city
w ere the corporate trust office of the Paying Agent/Registrar is located are authorized by law or
ex cutive order to close, then the date for such payment shall be the next succeeding day which
is of such a day. The payment on such date shall have the same force and effect as if made on
the original date any such payment on the Bonds was due.
58287415.6 - 5 -
In the event of a non-payment of interest on a scheduled payment date, and for thirty (30)
s thereafter, a new record date for such interest payment (a Special Record Date) will be
esda ablished by the Paying Agent/Registrar, if and when funds for the payment of such interest
ha e been received from the City. Notice of the Special Record Date and of the scheduled
pa ment date of the past due interest (the Special Payment Date - which shall be fifteen (15)
days after the Special Record Date) shall be sent at least five (5) business days prior to the
Special Record Date by United States mail, first-class postage prepaid, to the address of each
Holder of a Bond appearing on the Security Register at the close of business on the last business
day next preceding the date of mailing of such notice.
SECTION 4: Redemption.
A. Optional Redemption. The Bonds having Stated Maturities on and after March 1,
2026 shall be subject to redemption prior to Stated Maturity 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.
B. Exercise of Redemption Option. At least forty-five (45) days prior to a date set
for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the
Paing Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to
ex rcise the right to redeem Bonds,the principal amount of each Stated Maturity to be redeemed,
an the date set for the redemption thereof. The decision of the City to exercise the right to
reeem Bonds shall be entered in the minutes of the City Council of the City.
C. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the
s e Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall
select at random and by lot the Bonds to be redeemed, provided that if less than the entire
principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond
th n subject to redemption as representing the number of Bonds Outstanding which is obtained
by dividing the principal amount of such Bond by$5,000.
D. Notice of Redemption. Not less than thirty (30) days prior to a redemption date
fo the Bonds, the Paying Agent/Registrar shall cause a notice of redemption shall be sent by
U ited States mail, first-class postage prepaid, in the name of the City and at the City's expense,
by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at
th address of the Holder appearing on the Security Register at the close of business on the
bu iness day next preceding the date of mailing such notice, and any notice of redemption so
in iled shall be conclusively presumed to have been duly given irrespective of whether received
by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds,
(ii identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
re eemed,the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state
that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due
and payable on the redemption date specified, and the interest thereon, or on the portion of the
58287415.6 -6-
I
p ncipal amount thereof to be redeemed, shall cease to accrue from and after the redemption
da e, and (v) specify that payment of the redemption price for the Bonds, or the principal
. ount thereof to be redeemed, shall be made at the corporate trust office of the Paying
A:ent/Registrar only upon presentation and surrender thereof by the Holder. This notice may
al-o be published once in a financial publication, journal, or reporter of general circulation
. ong securities dealers in the City of New York, New York (including, but not limited to, The
Bend Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to,
Th- Texas Bond Reporter).
If a Bond is subject by its terms to redemption and has been called for redemption and
no ice of redemption thereof has been duly given or waived as herein provided, such Bond (or
th• principal amount thereof to be redeemed) so called for redemption shall become due and
paable, and if money sufficient for the payment of such Bonds (or of the principal amount
thereof to be redeemed) at the then applicable redemption price is held for the purpose of such
pament by the Paying Agent/Registrar, then on the redemption date designated in such notice,
int-rest on said Bonds (or the principal amount thereof to be redeemed) called for redemption
sh..11 cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with
th• provisions of this Ordinance.
E. Transfer/Exchange of Bonds. Neither the City nor the Paying Agent/Registrar
sh I 11 be required (i)to transfer or exchange any Bond during a period beginning forty-five (45)
da s prior to the date fixed for redemption of the Bonds or (ii)to transfer or exchange any Bond
sel cted for redemption; provided, however, such limitation of transfer shall not be applicable to
an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption
in art.
CItRegistration. hdaedbehalf et Ci y by itsSEMayorTON or5: MayorExecuPt Tem- under the sealTen fBonthe Citysshreproduced llbeexecutor impressedonbehthereonofe
an attested by its City Secretary. The signature of any of said officers on the Bonds may be
m ual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were,
at he time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding
th t such individuals or either of them shall cease to hold such offices prior to the delivery of the
Binds to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas
G vernment Code.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
ob igatory for any purpose, unless there appears on such Bond either a certificate of registration
su stantially in the form provided in Section 8C, executed by the Comptroller of Public
A counts 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
A ent/Registrar by manual signature, and either such certificate upon any Bond shall be
co elusive evidence, and the only evidence, that such Bond has been duly certified or registered
an delivered.
SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. A
Security Register relating to the registration, payment, transfer, or exchange of the Bonds shall at
all times be kept and maintained by the City at the corporate trust office of the Paying
58287415.6 - 7 -
Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the
Security Register the name and address of each Holder of the Bonds issued under and pursuant to
the provisions of this Ordinance. Any Bond may, in accordance with its terms and the terms
hereof, be transferred or exchanged for Bonds of other authorized denominations upon the
Selcurity Register by the Holder, in person or by his duly authorized agent, upon surrender of
such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument
of transfer or request for exchange duly executed by the Holder or by his duly authorized agent,
in form satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of any Bond at the corporate trust office of the Paying
A ent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the
de ignated transferee or transferees, one or more new Bonds executed on behalf of, and
fuli
fished by,the City of authorized denominations and having the same Stated Maturity and of a
lik interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds may be exchanged for other Bonds of authorized
de ominations and having the same Stated Maturity, bearing the same rate of interest and of like
ag regate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds
to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any
B nds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar
sh 1 register and deliver new Bonds executed on behalf of, and furnished by, the City to the
H Ider requesting the exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the
co' orate trust office of the Paying Agent/Registrar,or be sent by registered mail to the Holder at
hi request, risk, and expense, and upon the delivery thereof, the same shall be the valid and
bi ding obligations of the City, evidencing the same obligation to pay, and entitled to the same
be efits under this Ordinance, as the Bonds surrendered upon such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder,except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any fee, tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are
he eby defined to be "Predecessor Bonds", evidencing all or a portion, as the case may be, of the
e debt evidenced by the new Bond or Bonds registered and delivered in the exchange or
tr sfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered
an delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Bond which
sh 11 be deemed to evidence the same obligation as the mutilated, lost,destroyed,or stolen Bond.
he
7: Initial Bond. The Bonds herein authorized shall be issued initially either
(i), as a fully registered Bond in the total principal amount of $90,520,000 with principal
installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as
one(1) fully registered Bond 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
5827415.6 - 8 -
In tial Bond)and, in either case, the Initial Bond shall be registered in the name of the Purchasers
or the designee thereof. The Initial Bond shall be the Bond submitted to the Office of the
A omey General of the State of Texas for approval and certified and registered by the Office of
th. Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. At any
ti , e after the delivery of the Initial Bond to the Purchasers, the Paying Agent/Registrar, upon
tten instructions from the Purchasers, or the designee thereof, shall cancel the Initial Bond
de ivered hereunder and exchange therefor definitive Bonds of like kind and denominations,
S ted Maturities, principal amounts, and bearing applicable interest rates, and shall be lettered
"'" and numbered consecutively from one (1) upward, for transfer and delivery to the Holders
n. ed and at the addresses identified therefor; all pursuant to and in accordance with and
p suant to such written instructions from the Purchasers, or the designee thereof, and such other
i i a rmation and documentation as the Paying Agent/Registrar may reasonably require.
SECTION 8: Forms.
A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Pu lic Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar,
an the form of Assignment to be printed on each of the Bonds shall be substantially in the forms
se forth in this Section with such appropriate insertions, omissions, substitutions, and other
✓ 'ations as are permitted or required by this Ordinance and may have such letters, numbers, or
o er marks of identification (including insurance legends in the event the Bonds, or any Stated
M turities thereof,are insured,and identifying numbers and letters of the Committee on Uniform
Se unties Identification Procedures of the American Bankers Association) and such legends and
en orsements (including insurance legends and any reproduction of an opinion of counsel)
th reon as may, consistent herewith, be established by the City or determined by the officers
ex cuting the Bonds as evidenced by their execution thereof. Any portion of the text of any
B nd may be set forth on the reverse thereof, with an appropriate reference thereto on the face of
th Bond.
The definitive Bonds shall be printed, lithographed, engraved, produced by any
co bination of these methods, or produced in any other similar manner, all as determined by the
o cern executing the Bonds as evidenced by their execution thereof, but the Initial Bond
su mined to the Attorney General of Texas may be typewritten or photocopied or otherwise
r roduced.
[The remainder of this page intentionally left blank)
58287415.6 -9 -
B. Form of Definitive Bond.
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
GENERAL IMPROVEMENT BOND,
SERIES 2015
Dated Date: Interest Rate: Stated Maturity: CUSIP NO:
August 1,2015
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Corpus Christi, Texas (the City), a body corporate and a municipal
cooration located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of
Te as, for value received, acknowledges itself indebted to and hereby promises to pay to the
or er of the Registered Owner named above (the Holder), or the registered assigns thereof, on
th Stated Maturity date specified above, the Principal Amount stated above (or so much thereof
as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal
ount hereof(computed on the basis of a 360-day year of twelve 30-day months) from the
D ted Date, or from the most recent Interest Payment Date (hereinafter defined)to which interest
4
ha been paid or duly provided for until such Principal Amount has become due and payment
thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity,
while Outstanding, at the per annum rate specified above; such interest being payable on March
1 and September 1 in each year(each,an Interest Payment Date),commencing March 1,2016.
Principal and premium, if any, of this Bond shall be payable to the Holder, upon
pr sentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing
th registration certificate appearing hereon or its successor. Interest shall be payable to the
H lder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter
re erenced) whose name appears on the Security Register maintained by the Paying
A ent/Registrar at the close of business on the Record Date, which is the fifteenth day of the
m nth next preceding the Interest Payment Date. All payments of principal of, premium, if any,
an interest on this Bond shall be in any coin or currency of the United States of America which
at he 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
pa ment by United States mail, first-class postage prepaid, to the Holder hereof at the address
ap earing 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.
58287415.6 - 10-
This Bond is one of the series specified in its title issued in the aggregate principal
ount of$90,520,000 (the Bonds) pursuant to an ordinance adopted by the governing body of
th City on March 31, 2015 (the Ordinance), for the purpose of providing funds for the purpose
of (i)providing funds: to make permanent public improvements within the City for the purposes
id ntified in the respective propositions approved by the City's voters at an election held on
1
November 4, 2014 (the Election) and (ii) to pay the costs related to issuing the Bonds, under and
in',strict conformity with the laws of the State of Texas, particularly Chapters 1251, 1331, and
1311, as amended, Texas Government Code, the Election, an ordinance adopted by the City
Council on March 31, 2015, and the City's Home Rule Charter.
As specified in the Ordinance, the Bonds having Stated Maturities on and after March 1,
2026 , shall be subject to redemption prior to Stated Maturity 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
in gral multiple thereof(and if within a Stated Maturity selected at random and by lot by the
Pa, ing Agent/Registrar) at the redemption price of par, together with accrued interest to the date
of redemption, and upon thirty (30) days prior written notice being given by United States mail,
fir.t-class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the terms and
previsions relating thereto contained in the Ordinance. If this Bond is subject to redemption
p 'or to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal
s hereof in installments of$5,000 or any integral multiple thereof may be redeemed, and, if
le-sthan all of the principal sum hereof is to be redeemed, there shall be issued, without charge
th.refor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at
its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any
au horized denominations provided in the Ordinance for the then unredeemed balance of the
p 'ncipal sum hereof.
If this Bond (or any portion of the principal sum hereof) shall have been duly called for
re• emption and notice of such redemption has been duly given, then upon such redemption date
thi Bond (or the portion of the principal sum hereof to be redeemed) shall become due and
pajable, and, if the money for the payment of the redemption price and the interest accrued on
the principal amount to be redeemed to the date of redemption is held for the purpose of such
payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon
from and after the redemption date on the principal amount hereof to be redeemed. If this Bond
. is balled for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be
required to issue, transfer, or exchange this Bond within forty-five (45)days of the date fixed for
redemption; provided, however, such limitation of transfer shall not be applicable to an exchange
by the Holder of the unredeemed balance hereof in the event of its redemption in part.
The Bonds of this series are payable from the proceeds of an annual ad valorem tax
le''ied within the limitations prescribed by law upon all taxable property within the City.
Reference is hereby made to the Ordinance, a copy of which is on file in the corporate
trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of
the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be
58287415.6 - 11 -
redeemed or discharged at or prior to its Stated Maturity thereof, and deemed to be no longer
Ottstanding thereunder; and for the other terms and provisions thereof. Capitalized terms used
herrein have the same meanings assigned in the Ordinance.
As provided in the Ordinance and subject to certain limitations contained therein, this
B nd is transferable on the Security Register of the City, upon presentation and surrender of this
B nd for transfer at the corporate trust office of the Paying Agent/Registrar,duly endorsed by, or
ac ompanied by a written instrument of transfer in form satisfactory to the Paying
Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon
one or more new fully registered Bonds of the same Stated Maturity, of authorized
denominations, bearing the same rate of interest,and of the same aggregate principal amount will
be issued to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder
hereof whose name appears on the Security Register (i)on the Record Date as the owner hereof
fo purposes of receiving payment of interest hereon, (ii)on the date of surrender of this Bond as
th owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or
its redemption, in whole or in part, and (iii)on any other date as the owner hereof for all other
purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall
be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment(a
Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for
the payment of such interest have been received from the City. Notice of the Special Record
Date and of the scheduled payment date of the past due interest (the Special Payment
Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five
(5) business days prior to the Special Record Date by United States mail, first-class postage
pr paid, to the address of each Holder appearing on the Security Register at the close of business
ory 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 or in the issuance of this Bond in order
to render the same a legal, valid, and binding obligation of the City have been performed, exist,
and have been done, in regular and due time, form, and manner, as required by the laws of the
State of Texas and the Ordinance, and that the issuance of this Bond does not exceed any
coistitutional or statutory limitation; and that due provision has been made for the payment of
the principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In
case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of
this Bond and the Ordinance shall be construed in accordance with and shall be governed by the
laws of the State of Texas.
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58287415.6 - 12-
IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its
oficial seal.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
(CITY SEAL)
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58287415.6 - 13 -
C. *Form of Registration Certificate of the Comptroller of Public Accounts to
Appear on Initial Bond Only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER OF §
PUBLIC ACCOUNTS §
§ REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of public Accounts of the State of Texas.
WITNESS my signature and seal of office this .
Comptroller of Public Accounts
of the State of Texas
(SEAL)
*NOTE TO PRINTER: Do Not Print on Definitive Bonds.
D. Form of Certificate of Paving Agent/Registrar to Appear on Definitive Bonds
Only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued under the provisions of the within-mentioned Ordinance;
the Bond or Bonds of the above-entitled and designated series originally delivered having been
aproved by the Attorney General of the State of Texas and registered by the Comptroller of
P blic 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 Bonds.
58287415.6 - 14-
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Pint or typewrite name, address, and zip code of transferee):
(Social Security or other identifying number):
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration
thereof, with full power of substitution in the premises.
DtitTED:
NOTICE: The signature on this assignment must
correspond with the name of the registered owner as it
appears on the face of the within Bond in every particular.
Sinature guaranteed:
F. Initial Bond. The Initial Bond shall be in the form set forth in paragraph B of this
Setion, except that the form of a single fully registered Initial Bond shall be modified as
folows:
(i) immediately under the name of the bond the headings "Interest Rate" and
"Stated Maturity" shall both be completed"as shown below";
(ii) the first two paragraphs shall read as follows:
REGISTERED OWNER: AND NO/100 DOLLARS
PRINCIPAL AMOUNT:
The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation
td the tNc , ansas, K , and San Pri , ae as, val
re to aeivede ,in acknowledgesCounies of itselfueindebtedesArto andleberghereby promisesattociopay Sttto of theTexorderfor of theue
R gistered Owner named above (the Holder), or the registered assigns thereof, the Principal
Artount stated above stated to mature on the first day of March in each of the years and in
pncipal amounts and bearing interest at per annum rates in accordance with the following
sc edule:
58287415.6 - 15 -
Year of Principal Interest
Stated Maturity Amount($) Rate (%)
(Information to be inserted from schedule in Section 2 hereof).
(o so much thereof as shall not have been paid upon prior redemption) and to pay interest on the
aid principal installments hereof from the Dated Date, or from the most recent Interest
P ent Date to which interest has been paid or duly provided for until the Principal Amount
ha 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
thbasis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and
Se tember 1 of each year(each, an Interest Payment Date)commencing March 1, 2016.
Principal of this Bond shall be payable to the Holder hereof, upon presentation and
suirender, 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
A ent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on
th Security Register maintained by the Paying Agent/Registrar at the close of business on the
R cord Date, which is the fifteenth day of the month next preceding an Interest Payment Date.
Al payments of principal of, premium, if any, and interest on this Bond shall be in any coin or
cu ency 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.
G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers,
th Definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the
in urer.
SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (i)the terms defined in
ths Section have the meanings assigned to them in this Section, and certain terms used in
S ctions 18 and 36 of this Ordinance have the meanings assigned to them in such Sections, and
al such terms include the plural as well as the singular; (ii)all references in this Ordinance to
de ignated "Sections" and other subdivisions are to the designated Sections and other
su divisions of this Ordinance as originally adopted; and (iii)the words "herein", "hereof', and
" reunder" and other words of similar import refer to this Ordinance as a whole and not to any
p icular Section or other subdivision.
A. The term Authorized Officials shall mean the City Manager of the City, the
Dputy City Manager of the City, the Assistant City Manager for General Government and
Operations Support of the City,and the City's Director of Financial Services.
B. The term Bond Fund shall mean the special fund created and established by the
provisions of Section 10 of this Ordinance.
58287415.6 - 16-
C. The term Bonds shall mean the $90,520,000 "CITY OF CORPUS CHRISTI,
TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2015"authorized by this Ordinance.
D. The term City shall mean City of Corpus Christi, located in the Counties of
NUeces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the City Council of
the City.
E. The term Closing Date shall mean the date of physical delivery of the Initial Bond
in exchange for the payment in full by the Purchasers.
F. The term Debt Service Requirements shall mean, as of any particular date of
co putation, with respect to any obligations and with respect to any period, the aggregate of the
ounts to be paid or set aside by the City as of such date or in such period for the payment of
th principal of, premium, if any, and interest (to the extent not capitalized) on such obligations;
as uming, in the case of obligations without a fixed numerical rate, that such obligations bear
in erest at the maximum rate permitted by the terms thereof and further assuming in the case of
ob igations required to be redeemed or prepaid as to principal prior to Stated Maturity, the
p ncipal amounts thereof will be redeemed prior to Stated Maturity in accordance with the
mandatory redemption provisions applicable thereto.
G. The term Depository shall mean an official depository bank of the City.
H. The term Government Securities, as used herein, shall mean (i) direct noncallable
ob igations of the United States, including obligations that are unconditionally guaranteed by, the
U ited States of America; (ii) noncallable obligations of an agency or instrumentality of the
U ited 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
pr ceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
na ionally recognized investment rating firm not less than AAA or its equivalent;
(ii )noncallable obligations of a state or an agency or a county, municipality, or other political
su division of a state that have been refunded and that, on the date the governing body of the
is uer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated
as to investment quality by a nationally recognized investment rating firm not less than AAA or
its equivalent, or(iv)any additional securities and obligations hereafter authorized by the laws of
the State of Texas as eligible for use to accomplish the discharge of obligations such as the
Bonds.
I. The term Holder or Holders shall mean the registered owner, whose name
appears in the Security Register, for any Bond.
J. The term Interest Payment Date shall mean the date interest is payable on the
Bnds, being March 1 and September 1 of each year, commencing March 1, 2016, while any of
th Bonds remain Outstanding.
K. The term Ordinance shall mean this ordinance adopted by the City Council of the
City on March 31, 2015.
58287415.6 - 17 -
L. The term Outstanding when used in this Ordinance with respect to Bonds shall
mean, as of the date of determination, all Bonds issued and delivered under this Ordinance,
except:
(1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying
ilgent/Registrar for cancellation;
1 (2) those Bonds for which payment has been duly provided by the City in
4ccordance with the provisions of Section 17 of this Ordinance; and
(3) those Bonds that have been mutilated,destroyed, lost, or stolen and replacement
Bonds have been registered and delivered in lieu thereof as provided in Section 16 of this
ordinance.
M. The term Purchasers shall mean the initial purchasers of the Bonds named in
Section 17 of this Ordinance.
N. The term Stated Maturity shall mean the annual principal payments of the Bonds
payable on March 1 of each year the Bonds are Outstanding, as set forth in Section 2 of this
Ordinance.
SECTION 10: Bond Fund: Investments. For the purpose of paying the interest on and to
provide a sinking fund for the payment, redemption and retirement of the Bonds, there shall be
and is hereby created a special fund to be designated "GENERAL IMPROVEMENT BONDS,
SERIES 2015 INTEREST AND SINKING FUND" (the Bond Fund), which Bond Fund shall be
ke t and maintained at the Depository, and money deposited in such Bond Fund shall be used for
no other purpose and shall be maintained as provided in Section 18. Authorized Officials of the
Ci y are hereby authorized and directed to make withdrawals from the Bond Fund sufficient to
pa the principal of, premium, if any, and interest on the Bonds as the same become due and
pa able, or the purchase price thereof, and shall cause to be transferred to the Paying
A ent/Registrar from money on deposit in the Bond Fund an amount sufficient to pay the
atount of principal and/or interest stated to mature on the Bonds, such transfer of funds to the
P ing 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
in Brest and principal payment date for the Bonds.
Pending the to ng R , money depin any fund
crated and established pursuanttransferoffunds to the
the provisionsPayiAgent/of this Ordinanceegistrarmay, at theosited option of the
C y. be placed in time deposits, certificates of deposit, guaranteed investment contracts, or
si ilar contractual agreements, as permitted by the provisions of the Public Funds Investment
A t, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by
th Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or
bel 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,
58287415.6 - 18 -
in luding, but not limited to, evidences of indebtedness issued, insured or guaranteed by such
go ernmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for
C operatives, Federal Home Loan Banks, Government National Mortgage Association, Fanners
H me Administration, Federal Home Loan Mortgage Association, Small Business
A inistration, or Federal Housing Association; provided that all such deposits and investments
sh 11 be made in such a manner that the money required to be expended from any fund will be
av ilable at the proper time or times. All interest and income derived from deposits and
in estments 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
ne essary to prevent any default in connection with the Bonds.
SECTION 11: Levy of Taxes; Surplus Bond Proceeds. To provide for the payment of the
D-bt Service Requirements on the Bonds being (i)the interest on the Bonds and (ii)a sinking
d for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be
th- greater), there shall be and there is hereby levied for the fiscal year commencing October 1,
2015 and each succeeding year thereafter while the Bonds or any interest thereon shall remain
O tstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred
do lars' valuation of taxable property in the City, adequate to pay such Debt Service
R-.uirements, 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
R..uirements, and the same shall not be diverted to any other purpose. The taxes so levied and
co lected shall be paid into the Bond Fund and are thereafter pledged to the payment of the
B.nds. The City Council hereby declares its purpose and intent to provide and levy a tax legally
an. fully sufficient to pay the Debt Service Requirements, it having been determined that the
ex sting and available taxing authority of the City for such purpose is adequate to permit a
le:ally sufficient tax in consideration of all other outstanding indebtedness.
The City hereby covenants and agrees to cause to be deposited in the Bond Fund prior to
a rincipal and interest payment date for the Bonds, from the annual levy of an ad valorem tax or
fr m other lawfully available funds, amounts sufficient to fully pay and discharge promptly each
in tallment of interest and principal of the Bonds as the same accrues or matures or comes due
by reason of Stated Maturity.
Accrued , if , received from the dd to
th l Bond Fund andinterestad valoremanytaxes levied and collectedPurchasers for thof ethe benefitBonds ofshall the be Bondseposshallitebe
de osited to the Bond Fund. Any surplus proceeds from the sale of the Bonds, including
in estment income thereon, not expended for authorized purposes shall be deposited in the Bond
F d, and such amounts so deposited shall reduce the sum otherwise required to be deposited in
th Bond Fund from ad valorem taxes.
SECTION 12: Security for Funds. All money on deposit in the funds for which this
O dinance 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
o 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.
58287415.6 - 19-
SECTION 13: Remedies in Event of Default. In addition to all the rights and remedies
provided by the laws of the State of Texas, the City covenants and agrees particularly that in the
event the City (a)defaults in the payments to be made to the Bond Fund or (b)defaults in the
observance or performance of any other of the covenants, conditions, or obligations set forth in
this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus
issued by a court of proper jurisdiction compelling and requiring the governing body of the City
and other officers of the City to observe and perform any covenant, condition, or obligation
prescribed in this Ordinance.
No delay or omission to exercise any right or power accruing upon any default shall
im air any such right or power or shall be construed to be a waiver of any suelle
h default or
acquiescence therein, and every such right and power may be exercised from time to time and as
o en 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
ex lusive.
SECTION 14: Notices to Holders — Waiver. Wherever this Ordinance provides for
nofice 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
noice to any particular Holders, nor any defect in any notice so mailed, shall affect the
su iciency of such notice with respect to all other Holders. Where this Ordinance provides for
no ice in any manner, such notice may be waived in writing by the Holder entitled to receive
su h notice, either before or after the event with respect to which such notice is given, and such
w iver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
th Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
an action taken in reliance upon such waiver.
SECTION 15: Cancellation. All Bonds surrendered for payment, redemption, transfer,
e hange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
c celed by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
d, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City
m y at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
ce ified or registered and delivered which the City may have acquired in any manner
w atsoever, and all Bonds so delivered shall be promptly canceled by the Paying
A ent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
di ected by the City.
SECTION 16: Mutilated, Destroyed, Lost, and Stolen Bonds. If(1)any mutilated Bond
is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive
e'idence to their satisfaction of the destruction, loss, or theft of any Bond, and (2)there is
delivered to the City and the Paying Agent/Registrar such security or indemnity as may be
required to save each of them harmless, then, in the absence of notice to the City or the Paying
Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall
58287415.6 -20-
ex cute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange
fo or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same
Sted Maturity and interest rate and of like tenor and principal amount, bearing a number not
co temporaneously Outstanding.
In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to
be,ome due and payable, the City in its discretion may, instead of issuing a new Bond, pay such
Bo d. Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the
Ci I may require payment by the Holder of a sum sufficient to cover any tax or other
go ernmental charge imposed in relation thereto and any other expenses and charges (including
att mey's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith.
Ev-ry new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or
sto en Bond shall constitute a replacement of the prior obligation of the City, whether or not the
m tilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding
Bo ds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
of er rights and remedies with respect to the replacement and payment of mutilated, destroyed,
los ,or stolen Bonds.
SECTION 17: Sale of Bonds — Authorization of Purchase Contract — Official Statement
A proval. The Bonds authorized by this Ordinance are hereby sold to Hutchinson, Shockey,
Er ey & Co., Houston, Texas, as the authorized representative of a group of underwriters (the
Pu chasers, and having all the rights, benefits, and obligations of a Holder) in accordance with
th provisions of a Purchase Contract dated July 31, 2015 (the Purchase Contract) attached
he eto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all
pu oses. The Initial Bond shall be registered in the name of Hutchinson, Shockey, Erley& Co.
Th pricing and terms of the sale of the Bonds are hereby found and determined to be the most
ad antageous reasonably obtainable by the City. Each Authorized Official is hereby authorized
an directed to execute the Purchase Contract for and on behalf of the City and as the act and
de d of the City Council, and in regard to the approval and execution of the Purchase Contract,
th City Council hereby finds, determines and declares that the representations, warranties, and
ag eements of the City contained in the Purchase Contract are true and correct in all material
re ects and shall be honored and performed by the City. Delivery of the Bonds to the
P chasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment
th refor in accordance with the terms of the Purchase Contract.
Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's
pri r determination that the Preliminary Official Statement was, as of its date, "deemed final" in
ac ordance with the Rule(hereinafter defined)and (ii)the use and distribution of the Preliminary
O ficial Statement by the Purchasers in connection with the public offering and sale of the
B nds. The final Official Statement, being a modification and amendment of the Preliminary
O ficial Statement to reflect the terms of sale (together with such changes approved by any
A thorized Official), shall be and is hereby in all respects approved and the Purchasers are
he eby authorized to use and distribute the final Official Statement, dated July 31, 2015, in the
re ffering, sale and deliveryof the Bonds to the public. The Mayor and CitySecretary are
er 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
58287415.6 - 21 -
fin1 Official Statement in the form and content manually executed by said officials shall be
de(st
med to be approved by the City 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 Bonds.
Proceeds from the sale of the Bonds shall be applied as follows:
(1) Accrued interest on the Bonds (in the amount of$286,913.61), received from
tie Purchasers, shall be deposited into the Bond Fund.
(2) The City received a net original issue reoffering premium from the sale of the
onds of$9,751,466.00 which is hereby allocated by the City in the following manner: (A)
480,293.55 to pay the Purchasers' compensation, (B) $296,172.45 to pay the costs of issuance
(ncluding the contingency amount), (C) the remaining $8,975,000.00 is allocated toward the
ity's voted authority and deposited as described in Paragraph(3)below.
(3) The balance of the proceeds (including a portion of the premium in the amount
f$8,975,000.00 as described above and principal in the amount of$90,520,000.00, totaling
99,495,000.00) derived from the sale of the Bonds (after paying costs of issuance) shall be
eposited into the special construction account or accounts created for the projects to be
nstructed with the proceeds of the Bonds. 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 Bonds
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.
hereafter, such amounts shall be expended in accordance with Section 12 of this Ordinance.
SECTION 18: Covenants to Maintain Tax-Exempt Status.
A. Definitions. When used in this Section, the following terms have the following
meanings:
Code means the Internal Revenue Code of 1986, as amended by all legislation, if
any, effective on or before the Closing Date.
Computation Date has the meaning set forth in Section 1.148-1(b) of the
Regulations.
Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the
Regulations, of the Bonds.
Investment has the meaning set forth in Section 1.148-1(b)of the Regulations.
58287415.6 - 22-
Nonpurpose Investment means any investment property, as defined in
section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which
is not acquired to carry out the governmental purposes of the Bonds.
Rebate Amount has the meaning set forth in Section 1.148-1(b) of the
Regulations.
Regulations means any proposed, temporary, or final Income Tax Regulations
issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal
Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific
Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax
Regulation designed to supplement, amend or replace the specific Regulation referenced.
Yield of
(1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations;
and
(2) the Bonds has the meaning set forth in Section 1.148-4 of the Regulations.
B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use
ofd or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
co struction or improvement of which is to be financed or refinanced directly or indirectly with
G oss Proceeds) in a manner which if made or omitted, respectively, would cause the interest on
an Bond to become includable in the gross income, as defined in section 61 of the Code, of the
o er thereof for federal income tax purposes. Without limiting the generality of the foregoing,
less and until the City receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
a ect the exemption from federal income tax of the interest on any Bond, the City shall comply
'th each of the specific covenants in this Section.
C. No Private Use or Private Payments. Except to the extent that it will not cause the
B nds to become "private activity bonds" within the meaning of section 141 of the Code and the
R gulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of
B nds:
(1) exclusively own, operate and possess all property the acquisition, construction
or improvement of which is to be financed directly or indirectly with Gross Proceeds of the
in.onds, and not use or permit the use of such Gross Proceeds (including all contractual
angements with terms different than those applicable to the general public) or any property
cquired, constructed or improved with such Gross Proceeds in any activity carried on by any
erson or entity (including the United States or any agency, department and instrumentality
thereof) other than a state or local government, unless such use is solely as a member of the
general public; and
(2) not directly or indirectly impose or accept any charge or other payment by any
person or entity who is treated as using Gross Proceeds of the Bonds or any property the
acquisition, construction or improvement of which is to be financed or refinanced directly or
58287415.6 -23 -
indirectly with such Gross Proceeds, other than taxes of general application within the City or
interest earned on investments acquired with such Gross Proceeds pending application for their
intended purposes.
D. No Private Loan. Except to the extent that it will not cause the Bonds to become
"private activity bonds" within the meaning of section 141 of the Code and the Regulations and
rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans
to any person or entity other than a state or local government. For purposes of the foregoing
coIenant, such Gross Proceeds are considered to be "loaned" to a person or entity if:
(1 property acquired, constructed or improved with such Gross Proceeds is sold or leased to
su h person or entity in a transaction which creates a debt for federal income tax purposes;
(2 capacity in or service from such property is committed to such person or entity under a
t e-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and
benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved
with such Gross Proceeds are otherwise transferred in a transaction which is the economic
eq-iivalent of a loan.
E. Not to Invest at Higher Yield. Except to the extent that it will not cause the
Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the
Regulations and rulings thereunder, the City shall not at any time prior to the final Stated
Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a
re$ult of such Investment the Yield on any Investments acquired with Gross Proceeds (or with
m ney replaced thereby), whether then held or previously disposed of, materially exceeds the
Yi ld of the Bonds.
F. Not Federally Guaranteed. Except to the extent permitted by section 149(b)of the
Cdde and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed within the meaning of
section 149(b)of the Code and the Regulations and rulings thereunder.
G. Information Report. The City shall timely file the information required by
section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other
form and in such place as the Secretary may prescribe.
H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in
section 148(f)of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and apart from all
ather funds (and receipts, expenditures and investments thereof) and shall retain all records of
ccounting for at least six years after the day on which the last Outstanding Bond is discharged.
However, to the extent permitted by law, the City may commingle Gross Proceeds of the
ponds with other money of the City, provided that the City separately accounts for each receipt
nd expenditure of Gross Proceeds and the obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City shall calculate the
Rebate Amount in accordance with rules set forth in section 148(1) of the Code and the
58287415.6 -24-
egulations and rulings thereunder. The City shall maintain such calculations with its official
script of proceedings relating to the issuance of the Bonds until six years after the final
omputation Date.
(3) As additional consideration for the purchase of the Bonds by the Purchasers and
t e loan of the money represented thereby and in order to induce such purchase by measures
esigned to insure the excludability of the interest thereon from the gross income of the owners
thereof for federal income tax purposes, the City shall pay to the United States out of the Bond
Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the
ttorney General of the State of Texas, the amount that when added to the future value of
revious rebate payments made for the Bonds equals (i)in the case of a Final Computation
ate as defined in section 1.148-3(e)(2) of the Regulations, one hundred percent(100%) of the
ebate Amount on such date; and (ii) in the case of any other Computation Date, ninety
ercent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be
ade at the times, in the installments, to the place and in the manner as is or may be required
I
section 148(f) of the Code and the Regulations and rulings thereunder, and shall be
companied by Form 8038-T or such other forms and information as is or may be required by
section 148(f)of the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors are made in
t e calculations and payments required by paragraphs(2) and(3), and if an error is made, to
iscover and promptly correct such error within a reasonable amount of time thereafter(and in
11 events within one hundred eighty (180) days after discovery of the error), including
payment to the United States of any additional Rebate Amount owed to it, interest thereon, and
y penalty imposed under section 1.148-3(h) of the Regulations.
I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
th Code and the Regulations and rulings thereunder, the Cityshall not, at any time prior to the
e Tier of the Stated Maturity or final payment of the Bonds, enter into any transaction that
re uces the amount required to be paid to the United States pursuant to Subsection H of this
Se tion because such transaction results in a smaller profit or a larger loss than would have
re ulted if the transaction had been at arm's length and had the Yield of the Bonds not been
rel vant to either party.
J. Bonds Not Hedge Bonds.
(1) The City reasonably expects to spend at least 85% of the spendable proceeds of
the Bonds within three years after such Bonds are issued.
(2) Not more than 50% of the proceeds of the Bonds will be invested in
ILIonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or
fore.
K. Elections. The City hereby directs and authorizes any Authorized Official, or any
combination of them, to make elections permitted or required pursuant to the provisions of the
Cade or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in
58287415.6 - 25 -
thCertificate as to Tax Exemption or similar or other appropriate certificate, form or document.
Sich elections shall be deemed to be made on the Closing Date.
SECTION 19: Satisfaction of Obligation of City. If the City shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and
interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge
of(taxes levied under this Ordinance and all covenants, agreements, and other obligations of the
City to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof 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, or an authorized escrow agent, and/or
(ii)Government Securities shall have been irrevocably deposited in trust with the Paying
Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case
ofa net defeasance, been certified by an independent accounting firm to mature as to principal
and interest in such amounts and at such times as will insure the availability, without
reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay
when due the principal of and interest on such Bonds, or the principal amount(s)thereof, 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)
th redemption date thereof. In the event of a gross defeasance of the Bonds, the City shall
deliver a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified
third party concerning the deposit of cash and/or Government Securities to pay, when due, the
principal of, redemption premium (if any), and interest due on any defeased Bonds. The City
covenants that no deposit of money or Government Securities will be made under this Section
and no use made of any such deposit which would cause the Bonds to be treated as arbitrage
bonds within the meaning of section 148 of the Code(as defined in Section 18 hereof).
Any money so deposited with the Paying Agent/Registrar, and all income from
Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow
agjent, pursuant to this Section which is not required for the payment of the Bonds, or any
principal amount(s) thereof, or interest thereon with respect to which such money has been so
deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any
money held by the Paying Agent/Registrar for the payment of the principal of and interest on the
Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity or
applicable redemption date of the Bonds such money was deposited and is held in trust to pay
shall upon the request of the City be remitted to the City against a written receipt therefor,
subject to the unclaimed property laws of the State of Texas.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby
provided that any determination not to redeem defeased Bonds that is made in conjunction with
th{e payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable,
provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves
the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that
right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that
58287415.6 -26 -
notice of the reservation be included in any redemption notices that it authorizes; and (4) at the
time of the redemption, satisfies the conditions of(i) or (ii) above with respect to such defeased
debt as though it was being defeased at the time of the exercise of the option to redeem the
defeased Bonds, after taking the redemption into account in determining the sufficiency of the
prdvisions made for the payment of the defeased Bonds.
SECTION 20: Ordinance a Contract — Amendments — Outstanding Bonds. The City
acknowledges that the covenants and obligations of the City herein contained are a material
inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the
Holders from time to time, be binding on the City and its successors and assigns, and shall not be
amended or repealed by the City so long as any Bond remains Outstanding except as permitted in
this Section. The City may, without the consent of or notice to any Holders, from time to time
anat any time, amend this Ordinance in any manner not detrimental to the interests of the
Ho ders, including the curing of any ambiguity, inconsistency, or formal defect or omission
herein. In addition, the City may, with the written consent of Holders holding a majority in
aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or
rescind any of the provisions of this Ordinance; provided; however, that, without the consent of
all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1)extend
the time or times of payment of the principal of, premium, if any, and interest on the Bonds,
reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon,
or in any other way modify the terms of payment of the principal of, premium, if any, or interest
on the Bonds, (2) give any preference to any Bond over any other Bond, or (3)reduce the
agregate principal amount of Bonds required for consent to any such amendment, addition, or
rescission.
SECTION 21: Control and Custody of Bonds. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
inestigation by the Attorney General of the State of Texas including the printing and supply of
definitive Bonds and shall take and have charge and control of the Initial Bond pending its
approval by the Attorney General of the State of Texas, the registration thereof by the
Comptroller of Public Accounts of the State of Texas and the delivery thereof to the Purchasers.
Furthermore, each Authorized Official, any or all, are hereby authorized and directed to
furnish and execute such documents relating to the City and its financial affairs as may be
necessary for the issuance of the Bonds, the approval of the Attorney General of the State of
Telcas, and their registration by the Comptroller of Public Accounts of the State of Texas and,
together with the City's Financial Advisors, Bond Counsel, and the Paying Agent/Registrar, to
make the necessary arrangements for the delivery of the Initial Bond to the Purchasers and the
initial exchange thereof for definitive Bonds.
SECTION 22: Printed Opinion. The Purchasers' obligation to accept delivery of the
Bonds is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, San
Antonio, Texas, as Bond Counsel, approving the Bonds as to their validity, said opinion to be
dated and delivered as of the date of initial delivery and payment for the Bonds. Printing of a
trite and correct reproduction of said opinions on the reverse side of each of the Bonds is hereby
approved and authorized.
58287415.6 -27-
SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the Bonds.
It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds
shall be of no significance or effect as regards the legality thereof, and neither the City nor
att¢rneys approving said Bonds as to legality are to be held responsible for CUSIP numbers
incorrectly printed or typed on the Bonds.
SECTION 24: 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, the Paying
Agent/Registrar, Bond Counsel,the Purchasers,and the Holders.
SECTION 25: Inconsistent Provisions. All ordinances, orders, or 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 contained herein.
SECTION 26: Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 27: Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 28: 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 29: 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 30: 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 pertaining to the payment, exchange,
registration, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement
is attached hereto, in substantially final form, as Exhibit A and is incorporated herein by
reference as fully as if recopied in its entirety in this Ordinance.
SECTION 31: Incorporation of Preamble Recitals. The recitals contained in the
pr amble to this Ordinance 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.
58287415.6 -28 -
SECTION 32: Book-Entry-Only System. The Bonds shall 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.
Eah Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond
de$cribed in Section 7) in the form of a separate single definitive Bond. Upon issuance, the
ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of
DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the
nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver,
and take the actions set forth in such letters to or agreements with DTC as shall be necessary to
efflectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D
(the Representation Letter).
With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC,the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any
brclker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to
tine as securities depository (a Depository Participant) or to any person on behalf of whom such
a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without
limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have
no responsibility or obligation with respect to: (i) the accuracy of the records of DTC, Cede &
Co., or any Depository Participant with respect to any ownership interest in the Bonds; (ii) the
delivery to any Depository Participant or any other person, other than a registered owner of the
Bands, as shown on the Security Register, of any notice with respect to the Bonds, including any
notice of redemption; or (iii) the delivery to any Depository Participant or any Indirect
Participant or any other Person, other than a Holder of a Bond, of any amount with respect to
principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person
other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond
certificate evidencing the obligation of the City to make payments of principal, premium, if any,
and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of
wrjtten notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or
drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such
new nominee of DTC.
In the event that: (a) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter; (b) the Representation Letter
shall be terminated for any reason; or(c) DTC or the City determines that it is in the best interest
of the beneficial owners of the Bonds that they be able to obtain certificated Bonds,the City shall
notify the Paying Agent/Registrar, DTC, and DTC Participants of the availability within a
reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be
re$tricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the
City may determine that the Bonds shall be registered in the name of and deposited with a
successor depository operating a securities depository system, as may be acceptable to the City,
or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not
select such alternate securities depository system then the Bonds may be registered in whatever
name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in
accordance with the provisions hereof.
58287415.6 -29 -
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to
principal of, premium, if any, and interest on such Bond and all notices with respect to such
Bdnd shall be made and given, respectively, in the manner provided in the Representation Letter.
SECTION 33: 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 34: Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the 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 35: No Recourse Against City Officials. No recourse shall be had for the
payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon
or on this Ordinance against any official of the City or any person executing any Bond.
SECTION 36: Continuing Disclosure Undertaking.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
EMMA means the MSRB's Electronic Municipal Market Access system, accessible by
the general public, without charge, on the internet through the uniform resource locator (URL)
http://www.emma.msrb.org.
MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
B. Annual Reports.
The City shall file annually with the MSRB, (1) within six months after the end of each
fiscal year of the City ending in or after 2015, financial information and operating data with
respect to the City of the general type included in the final Official Statement authorized by
Section 17 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
58287415.6 - 30-
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 financial statements becomes available.
Under current Texas law, including, but not limited to, Chapter 103, as amended, Texas Local
Gdvernment 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 Secretary
within 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 Texas 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
(arid 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 Bonds to the
MSRB in a timely manner and not more than 10 business days after occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
Or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701-TEB), or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affecting the tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds, if
material;
58287415.6 - 31 -
(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
tr the sale of all or substantially all of its assets, other than in the ordinary course of business,
ie 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
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall file notice with the MSRB, in a timely manner, of any failure by the City
to provide financial information or operating data in accordance with this Section by the time
required by this Section.
D. Limitations,Disclaimers, and Amendments.
The City shall be obligated to observe and perform the covenants specified in this Section
for so long as, but only for so long as, the City remains an"obligated person" with respect to the
Bonds within the meaning of the Rule, except that the City in any event will give notice of any
deposit that causes the Bonds to be no longer Outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
58287415.6 - 32-
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
TIDE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY
O} ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY
SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing their obligations under this Section
shall constitute a breach of or default under this Ordinance for purposes of any other provision of
this Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1)the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule,taking into account
any amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and (2)either(a)the holders of a majority in aggregate principal amount
(or any greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or (b)a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the holders and beneficial owners of the
Bands. The City may also repeal or amend the provisions of this Section if the SEC amends or
repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, and the City also may amend the provisions of this
Section in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a)
such provisions as so amended and (b) any amendments or interpretations of the Rule. If the
City so amends the provisions of this Section, the City shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
E. Information Format—Incorporation by Reference.
The City information required under this Section shall be filed with the MSRB through
EMMA in such format and accompanied by such identifying information as may be specified
from time to time thereby. Under the current rules of the MSRB, continuing disclosure
documents submitted to EMMA must be in word-searchable portable document format (PDF)
files that permit the document to be saved, viewed, printed, and retransmitted by electronic
58287415.6 - 33 -
means and the series of obligations to which such continuing disclosure documents relate must
be identified by CUSIP number or numbers.
Financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document) available to the public
through EMMA or filed with the SEC.
SECTION 37: Further Procedures. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance,the initial
sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Purchase Contract,
and the Official Statement. In addition, prior to the initial delivery of the Bonds, any Authorized
Official and Bond Counsel are hereby authorized and directed to approve any technical changes
or corrections to this Ordinance or to any of the instruments authorized and approved by this
Ordinance and as described in the Official Statement necessary in order to (i) correct any
ambiguity or mistake or properly or more completely document the transactions contemplated
and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating
agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In
case any officer of the City whose signature shall appear on any certificate shall cease to be such
officer before the delivery of such certificate, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
SECTION 38: Effective Date. Pursuant to the provisions of Section 1201.028, as
amended, Texas Government Code, this Ordinance shall be effective immediately upon
adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary
concerning a multiple reading requirement for the adoption of ordinances.
[The remainder of this page intentionally left blank]
58287415.6 -34 -
PASSED, APPROVED AND ADOPTED on the 31st day of March, 2015.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
g•-- -e--A-4-1--
City Secretary
(CITY SEAL)
APPROVED THIS 3151 DAY OF MARCH, 2015:
I#
Miles Risley, City Attorney
[The remainder of this page intentionally left blank.]
58287415.5 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 31st day of
March, 2015, authorizing the issuance of the City's General Improvement Bonds, of a to be
determined series, 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 31st day of March, 2015.
i:141-•^-12-^-t?"\City Secretary
(CITY SEAL)
58287415.5 S-2
The foregoing ordinance was read for the first time and passed to its second reading on this the
24th day of March, 2015,by the following vote:
Nelda Martinez d 4 I i Chad Magill a '
Lillian Riojas I / Mark Scott 0
Carolyn Vaughn , 4 0 Brian Rosas I 4
Lucy Rubio Colleen McIntyre
I _I /
e '
Rudy Garza, Jr. .�
That the foregoing ordinance was read for the second time and passed finally on this the 31st day
of March, 2015, by the following vote:
Nelda Martinez Chad Magill _LCAL
Lillian Riojas --(1*--a Mark Scott ____10*-
Carolyn Vaughn r / Brian Rosas _JO*
Lucy Rubio1. . „/ Colleen McIntyre
Rudy Garza, Jr.
—al-24
PASSED AND APPROVED, this the 31st day of March, 2015.
ATTEST:
Pebe-Q14e_XX- )41 -e-
cca Huerta Nelda Martin
City Secretary Mayor
58287415.5 S-3
030465
INDEX TO 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
[The remainder of this page intentionally left blank]
58287415.6 I-I
SCHEDULE I
APPROVAL CERTIFICATE
SEE TAB NO. 2
58287415.6 Schedule I-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
SEE TAB NO. 4
58287415.6 A-1
EXHIBIT B
PURCHASE CONTRACT
SEE TAB NO. 8
58287415.6 B-1
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 36 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 for each Year ending in and after 2015 are as specified
(and included in the Appendix or under the headings of the Official Statement referred to) below:
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", and in Appendix C.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to above.
58287415.6 C-1
EXHIBIT D
DTC LETTER OF REPRESENTATIONS
SEE TAB NO. 5
58287415.6 D-1