HomeMy WebLinkAbout030466 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:
I. 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 I
Brian Rosas Councilmember, District 2
Lucy Rubio Councilmember,District 3
Colleen McIntyre Councilmember, District 4
Rudy Garza, Jr. Councilmember, District 5
Chad Magill Councilmember,At Large
Lillian Riojas Councilmember, At Large
Mark Scott Councilmember, At Large
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 REFUNDING BONDS", AS FURTHER DESIGNATED BY
SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$85,000,000, LEVYING A CONTINUING DIRECT ANNUAL AD VALOREM
TAX, WITHIN TILE 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, A PURCHASE
CONTRACT, AND AN ESCROW AGREEMENT; 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
82337768.1
INDEXED
RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN
EFFECTIVE DATE
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:
voted"For" 0 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. _ ,J7
City Secretary
City of Corpus Christi,Texas
(SEAL)
-2-
82337708.I
FINAL
ORDINANCE NO. 030466
AUTHORIZING THE ISSUANCE OF ONE OR MORE SERIES OF"CITY
OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT
REFUNDING BONDS", AS FURTHER DESIGNATED BY SERIES, IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $85,000,000,
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,
A PURCHASE CONTRACT, AND AN ESCROW AGREEMENT;
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) has heretofore issued, sold,and delivered,and there are currently outstanding obligations in
the aggregate original principal amount of $64,940,000 being the obligations set forth on
Schedule I hereto which is incorporated by reference for all purposes to this ordinance
(collectively, the Refunded Obligations); and
WHEREAS, the City Council intends to issue an aggregate principal amount of
$61,015,000 in general improvement refunding bonds the proceeds of which will be utilized to
provide for the (i) refunding of the Refunded Obligations and (ii) payment of the costs of
issuance of the general improvement refunding bonds; and
WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government
Code(the Act), the City Council is authorized to issue refunding bonds and deposit the proceeds
of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and
such deposit, when made in accordance with the Act, shall constitute the making of firm banking
and financial arrangements for the discharge and final payment of the Refunded Obligations; and
WHEREAS, the Act permits that the deposit of the proceeds from the sale of the
refunding bonds be deposited directly with any designated escrow agent which is not the
depository bank of the City; and
WHEREAS, when firm banking arrangements have been made for the payment of
principal of and interest to the stated maturity or redemption dates of the Refunded Obligations,
then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose
82337526 7
of receiving payment from the funds provided for such purpose and may not be included in or
considered to be an indebtedness of the City for the purpose of a limitation on outstanding
indebtedness or taxation or for any other purpose; and
WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas
currently serves as the paying agent for the Refunded Obligations; and
WHEREAS, The Bank of New York Mellon Trust Company,N.A., Dallas, Texas(which
is not the depository bank of the City) is hereby appointed as the Escrow Agent (hereinafter
defined) and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas to serve as
Paying Agent/Registrar(hereinafter defined) for the general improvement refunding bonds; and
WHEREAS, the City Council also hereby finds and determines that the Refunded
Obligations are scheduled to mature or are subject to being redeemed, not more than twenty(20)
years from the date of the refunding bonds herein authorized and being issued to restructure the
City's debt service and associated tax rates in the coming years and to remove and eliminate
prospectively restrictive bond covenants applicable to City property acquired or improved with
proceeds of the Refunded Obligations, will result in a net present value benefit of$4,282,754.12
(6.595%) and a gross savings of $5,285,916.06, exclusive of the City's cash contribution of
$0.00; and
WHEREAS, the City Council hereby finds and determines, pursuant to the authority
provided by the Act, to delegate to the Authorized Officials (hereinafter defined) the authority to
execute an Approval Certificate, to approve the final terms of the refunding bonds issued
hereunder, and to identify those Refunding Candidates (hereinafter defined) to be included in
Schedule I as the Refunded Obligations is in the best interest of the District; and
WHEREAS, the City Council hereby finds and determines that the issuance of the
general improvement refunding bonds for the purpose of refunding the Refunded Obligations is
in the best interests of the residents of the City,now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI
THAT:
SECTION 1. Authorization - Designation - Principal Amount - Purpose — Dated Date.
General improvement refunding bonds of the City, in one or more series, shall be and are hereby
authorized to be issued in the aggregate principal amount of SIXTY ONE MILLION FIFTEEN
THOUSAND AND NO/100 DOLLARS ($61,015,000), to he designated and bear the title of
"CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS,
SERIES 2015" (the Bonds), for the purpose of providing funds for the (i) discharge and final
payment of the Refunded Obligations and (ii) payment of the costs of issuance of the Bonds, all
in conformity with the laws of the State of Texas, particularly the Act, and Chapter 1371, as
amended, Texas Government Code (Chapter 1371) an ordinance adopted by the City Council on
March 31, 2015, and the City's Home Rule Charter.
As authorized by the Act and Chapter 1371, each Authorized Official is hereby
authorized, appointed, and designated as the officers of the City authorized to individually act on
823375267 -2-
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) Selection of the Refunded Obligations from the Refunding Candidates for
each series of Bonds;
(9) 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
(10) 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:
(1) The total principal amount of all series of Bonds issued hereunder shall
not exceed $85,000,000;
(2) The maximum maturity for any series of Bonds issued hereunder shall be
March I, 2030;
(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 refunding of the Refunded Obligations shall result in a net present
value benefit to the City of not less than 3.00%, excluding the City contribution and costs
of issuance;
(5) 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
82337526.7 -3-
with this provision may occur after March 31, 2016, so tong as such closing period is
determined by an Authorized Official to be of reasonable duration); and
(6) 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 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 October 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 (%)
2020 1,405,000 4.000
2021 5,880,000 4.000
2022 6,150,000 5.000
2023 6,455,000 5.000
2024 6,780,000 5.000
2025 7,140,000 5.000
2026 7,495,000 5.000
2027 7,850,000 5.000
2028 5,785,000 5.000
2029 6,075,000 5.000
The Bonds shalt bear interest on the unpaid principal amount from the Dated Date or
from the most recent Interest Payment Date to which interest has been paid or duly provided for,
823375269 -4-
to the earlier of redemption or Stated Maturity while Outstanding, at the rates per annum shown
in the above schedule (calculated on the basis of a 360-day year of twelve 30-day months).
Interest on the Bonds shall be payable on March 1 and September I in each year (each, an
Interest Payment Date), commencing March 1,2016, while the Bonds are Outstanding.
SECTION 3. Payment of Bonds- Paying 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 of the Bonds.
The selection and appointment of fhe 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
and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the
Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein,
in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached
hereto, in substantially final form, as Exhibit A hereto,and such reasonable rules and regulations
as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and
provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any
successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an
association or a corporation organized and doing business under the laws of the United States of
America or of any state, authorized under such laws to exercise trust powers. Such Paying
Agent/Registrar shall be subject to supervision or examination by federal or state authority and
shall 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
the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance
terminating such agency. Additionally, the City agrees to promptly cause a written notice of this
substitution to be sent to each Holder of the Bonds by United States mail, first-class postage
prepaid, which notice shall also give the address of the corporate office of the successor Paying
Agent/Registrar.
Principal of, premium, if any, and interest on the Bonds, due and payable by reason of
Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the
Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the
City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter
defined) for purposes of payment of interest on the Bonds, (ii) on the date of surrender of the
Bonds for purposes of receiving payment of principal thereof upon redemption of the Bonds or at
the Bonds' Stated Maturity, and (iii) on any date for any other purpose. The City and the Paying
Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for
purposes of receiving payment and all other purposes whatsoever, and neither the City nor the
Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary.
823375267 -$-
Principal of and premium, if any, on the Bonds shall be payable only upon presentation
and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on
the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of
business on the fifteenth day of the month next preceding an Interest Payment Date for the Bonds
(the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of
payment by United States mail, first-class postage prepaid, by the Paying Agent/Registrar,to the
address of the Holder appearing in the Security Register or (ii) by such other method, acceptable
to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and
expense.
If the date for the payment of the principal of, premium, if any, or interest on the Bonds
shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city
where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a day. The payment on such date shall have the same force and effect as if made on
the original date any such payment on the Bonds was due.
In the event of a non-payment of interest on a scheduled payment date, and for thirty(30)
days thereafter, a new record date for such interest payment (a Special Record Date) will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (the Special Payment Date - which shall be fifteen (15)
days after the Special Record Date) shall be sent at least five (5) business days prior to the
Special Record Date by United States mail, first-class postage prepaid, to the address of each
Holder of a Bond appearing on the Security Register at the close of business on the last business
day next preceding the date of mailing of such notice.
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
Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to
exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed,
and the date set for the redemption thereof. The decision of the City to exercise the right to
redeem Bonds shall be entered in the minutes of the governing body of the City.
C. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the
same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall
select at random and by lot the Bonds to be redeemed, provided that if less than the entire
principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond
523375267 -6-
then subject to redemption as representing the number of Bonds Outstanding which is obtained
by dividing the principal amount of such Bond by $5,000.
D. Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Bonds, the Paying Agent/Registrar shall cause a notice of redemption shall be sent by
United States mail, first-class postage prepaid, in the name of the City and at the City's expense,
by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at
the address of the Holder appearing on the Security Register at the close of business on the
business day next preceding the date of mailing such notice, and any notice of redemption so
mailed shall be conclusively presumed to have been duly given irrespective of whether received
by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii)
identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state
that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due
and payable on the redemption date specified, and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount
thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar
only upon presentation and surrender thereof by the holder. This notice may also be published
once in a financial publication, journal, or reporter of general circulation among securities
dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and
The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond
Reporter).
If a Bond is subject by its terms to redemption and has been called for redemption and
notice of redemption thereof has been duly given or waived as herein provided, such Bond (or
the principal amount thereof to be redeemed) so called for redemption shall become due and
payable, and if money sufficient for the payment of such Bonds (or of the principal amount
thereof to be redeemed) at the then applicable redemption price is held for the purpose of such
payment by the Paying Agent/Registrar, then on the redemption date designated in such notice,
interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption
shall cease to accrue and such Bonds shall not be deemed to be Outstanding in accordance with
the provisions of this Ordinance.
E. Transfer/Exchange of Bonds. Neither the City nor the Paying Agent/Registrar
shall be required (i) to transfer or exchange any Bond during a period beginning forty-five (45)
days prior to the date fixed for redemption of the Bonds or (ii) to transfer or exchange any Bond
selected for redemption, provided, however, such limitation of transfer shall not be applicable to
an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption
in part.
SECTION 5. Execution - Registration. The Bonds shall be executed on behalf of the
City by its Mayor or Mayor Pro Tern under the seal of the City reproduced or impressed thereon
and attested by its City Secretary. The signature of any of said officers on the Bonds may be
manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were,
82339526.9 -b
at the time of the Dated Date, the proper officers of the City shah bind the City, notwithstanding
that such individuals or either of them shall cease to hold such offices prior to the delivery of the
Bonds to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas
Government Code.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 8C, executed by the Comptroller of Public
Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate
of registration substantially in the form provided in Section 8D, executed by the Paying
Agent/Registrar by manual signature, and either such certificate upon any Bond shall be
conclusive evidence, and the only evidence, that such Bond has been duly certified or registered
and delivered.
SECTION 6. Registration - Transfer - Exchange of Bonds - Predecessor Bonds. 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
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
Security Register by the Holder, in person or by his duly authorized agent, upon surrender of
such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument
of transfer or request for exchange duly executed by the Holder or by his duly authorized agent,
in form satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of any Bond at the corporate trust office of the Paying
Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the
designated transferee or transferees, one or more new Bonds executed on behalf of, and
furnished by, the City of authorized denominations and having the same Stated Maturity and of a
like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds may be exchanged for other Bonds of authorized
denominations and having the same Stated Maturity, bearing the same rate of interest and of like
aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds
to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any
Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar
shall register and deliver new Bonds executed on behalf of, and furnished by, the City to the
Holder requesting the exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the
corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at
his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and
binding obligations of the City, evidencing the same obligation to pay, and entitled to the same
benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange.
82337526.7 -8-
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any fee, tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be "Predecessor Bonds", evidencing all or a portion, as the case may be, of the
same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or
transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered
and delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Bond which
shall he deemed to evidence the same obligation as the mutilated, lost, destroyed,or stolen Bond.
SECTION 7. Initial Bond. The Bonds herein authorized shall be issued initially either
(i) as a fully registered Bond in the total principal amount of $61,015,000 with principal
installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as
one (I) 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
Initial 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
Attorney General of the State of Texas for approval and certified and registered by the Office of
the Comptroller of Public Accounts of the State of Texas. At any time after the delivery of the
Initial Bond to the Purchasers, the Paying Agent/Registrar, upon written instructions from the
Purchasers, or the designee thereof, shall cancel the Initial Bond delivered hereunder and
exchange therefor definitive Bonds of like kind and denominations, Stated Maturities, principal
amounts, and bearing applicable interest rates, and shall be lettered "R" and numbered
consecutively from one (1) upward, for transfer and delivery to the Holders named and at the
addresses identified therefor; all pursuant to and in accordance with and pursuant to such written
instructions from the Purchasers, or the designee thereof; and such other information and
documentation as the Paying Agent/Registrar may reasonably require.
SECTION 8. Forms.
A. Forms Generally. The Bonds, the Registration Certificate of Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar,
and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms
set forth in this Section with such appropriate insertions, omissions, substitutions, and other
variations as arc permitted or required by this Ordinance and may have such letters, numbers, or
other marks of identification (including insurance legends in the event the Bonds, or any Stated
Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform
Securities Identification Procedures of the American Bankers Association) and such legends and
endorsements (including insurance legends and any reproduction of an opinion of Bond Counsel)
thereon as may, consistent herewith, be established by the City or determined by the officers
executing the Bonds as evidenced by their execution thereof Any portion of the text of any
Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of
the Bond.
91117526.7 -9-
The definitive Bonds shall be printed, lithographed, engraved, produced by any
combination of these methods, or produced in any other similar manner, all as determined by the
officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond
submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise
reproduced.
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82339526.9 -10-
B. Form of Definitive Bond.
REGISTERED REGISTERED
NO. PRINCIPAL AMOUNT
United States of America
State of Texas
Counties of Nueces, Aransas, Kleberg, and San Patricio
CITY OF CORPUS CHRISTI,TEXAS
GENERAL IMPROVEMENT REFUNDING BOND,
SERIES 2015
Dated Date: Interest Rate: Stated Maturity: CUSIP NO:
October I, 2015
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Corpus Christi, Texas (the City), a body corporate and a municipal
corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of
Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the
order of the Registered Owner named above (the Holder), or the registered assigns thereof, on
the 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
Amount hereof(computed on the basis of a 360-day year of twelve 30-day months) from the
Dated Date, or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, to the earlier of redemption or Stated Maturity, 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 I, 2016.
Principal and premium, if any, of this Bond shall be payable to the Holder, upon its
presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing
the registration certificate appearing hereon or its successor. Interest shall be payable to the
Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter
referenced) whose name appears on the Security Register maintained by the Paying
Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the
month next preceding the Interest Payment Date. All payments of principal of, premium, if any,
and interest on this Bond shall be in any coin or currency of the United States of America which
at the time of payment is legal tender for the payment of public and private debts. Interest shall
be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of
payment by United States mail, first-class postage prepaid, to the Holder hereof at the address
appearing in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense.
52337526 7 -I 1-
This Bond is one of the series specified in its title issued in the aggregate principal
amount of$61,015,000 (the Bonds) pursuant to an ordinance adopted by the governing body of
the City on March 31, 2015 (the Ordinance), for the purpose of providing funds for the (i)
discharge and final payment of the Refunded Obligations and (ii) payment of the costs of
issuance of the general improvement refunding bonds, under and in strict conformity with the
laws of the State of Texas, particularly Chapters 1207 and 1371, as amended, Texas Government
Code, 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
integral multiple thereof(and if within a Stated Maturity selected at random and by lot by the
Paying Agent/Registrar) at the redemption price of par, together with accrued interest to the date
of redemption, and upon thirty (30) days prior written notice being given by United States mail,
first-class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the terms and
provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption
prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal
sum hereof in installments of$5,000 or any integral multiple thereof may be redeemed, and, if
less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge
therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at
its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any
authorized denominations provided in the Ordinance for the then unredeemed balance of the
principal sum hereof.
If this Bond (or any portion of the principal sum hereof) shall have been duly called for
redemption and notice of such redemption has been duly given, then upon such redemption date
this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and
payable, and, if the money for the payment of the redemption price and the interest accrued on
the principal amount to be redeemed to the date of redemption is held for the purpose of such
payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon
from and after the redemption date on the principal amount hereof to be redeemed. If this Bond
is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be
required to issue, transfer, or exchange this Bond within forty-five (45)days of the date fixed for
redemption; provided,however, such limitation of transfer shall not be applicable to an exchange
by the holder of the unredeemed balance hereof in the event of its redemption in part.
The Bonds of this series are payable from the proceeds of an annual ad valorem tax
levied 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
redeemed or discharged at or prior to its Stated Maturity thereof, and deemed to be no longer
823375267 -12-
Outstanding thereunder; and for the other terms and provisions thereof. Capitalized terms used
herein have the same meanings assigned in the Ordinance.
As provided in the Ordinance and subject to certain limitations contained therein, this
Bond is transferable on the Security Register of the City, upon surrender of this Bond for transfer
at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed
by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully
registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same
rate of interest, and of the same aggregate principal amount will be issued to the designated
transferee or transferees.
The City and the Paying Agent/Rcgistrar, and any agent of either, shall treat the Holder
hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof
for purposes of receiving payment of interest hereon, (ii)on the date of surrender of this Bond as
the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or
its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other
purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall
be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a
Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for
the payment of such interest have been received from the City. Notice of the Special Record
Date and of the scheduled payment date of the past due interest (the Special Payment
Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five
(5) business days prior to the Special Record Date by United States mail, first-class postage
prepaid, to the address of each Holder appearing on the Security Register at the close of business
on the last business day next preceding the date of mailing of such notice.
It is hereby certified, covenanted, and represented that all acts, conditions, and things
required to be performed, exist, and be done precedent to 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
constitutional or statutory limitation; and that due provision has been made for the payment of
the principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In
case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of
this Bond and the Ordinance shall be construed in accordance with and shall be governed by the
laws of the State of Texas.
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82337526 7 -13-
IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its
official seal.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
(CITY SEAL)
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823375267 -14-
C. *Form of Registration Certificate of 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: Not to appear on printed Bonds
D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds
Only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued under the provisions of the within-mentioned Ordinance;
the Bond or Bonds of the above-entitled and designated series originally delivered having been
approved by the Attorney General of the State of Texas and registered by the Comptroller of
Public Accounts, as shown by the records of the Paying Agent/Registrar.
Registered this date: THE BANK OF NEW YORK MELLON
TRUST COMPANY,N.A.,as Paying
Agent/Registrar
By: -.
Authorized Signature
*NOTE TO PRINTER: Print on Definitive Bonds.
82337526.7 -15-
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address,and zip code of transferee):
(Social Security or other identifying number):
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration
thereof, with full power of substitution in the premises.
DATED:
NOTICE: The signature on this assignment must
correspond with the name of the registered owner as it
appears on the face of the within Bond in every particular.
Signature guaranteed:
F. Initial Bond. The Initial Bond shall be in the form set forth in paragraph B of this
Section, except that the form of a single fully registered Initial Bond shall be modified as
follows:
(i) immediately under the name of the bond 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
located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value
received, acknowledges itself indebted to and hereby promises to pay to the order of the
Registered Owner named above (the Holder), or the registered assigns thereof, on the first day of
March in each of the years and in principal amounts and bearing interest at per annum rates in
accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount($) Rate(%)
(Information to be inserted from schedule in Section 2 hereof).
82337526 7 -16-
(or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the
unpaid principal installments hereof from the Dated Date, or from the most recent interest
payment date to which interest has been paid or duly provided, to the earlier of redemption or
Stated Maturity, at the per annum rates of interest specified above computed on the basis of a
360-day year of twelve 30-day months; such interest being payable on March 1 and September I
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
surrender, to Stated Maturity or prior redemption, at the corporate trust office of The Bank of
New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar). Interest
shall be payable to the Holder of this Bond whose name appears on the Security Register
maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is
the fifteenth day of the month next preceding an Interest Payment Date. All payments of
principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the
United States of America which at the time of payment is legal tender for the payment of public
and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior
to the appropriate date of payment by United States mail, first-class postage prepaid, to the
Holder hereof at the address appearing in the Security Register or by such other method,
acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and
expense.
G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers,
the Definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the
SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in
this Section have the meanings assigned to them in this Section, and certain terms used in
Sections 20 and 37 of this Ordinance have the meanings assigned to them in such Sections, and
all such terms include the plural as well as the singular; (ii) all references in this Ordinance to
designated "Sections" and other subdivisions are to the designated Sections and other
subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof', and
"hereunder" and other words of similar import refer to this Ordinance as a whole and not to any
particular Section or other subdivision.
A. The term Authorized Officials shall mean the City Manager of the City, the
Deputy 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.
C. The term Bonds shall mean the $61,015,000 "CITY OF CORPUS CHRISTI,
TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2015" authorized by
this Ordinance.
823375267 -17-
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.
P. The term Debt Service Requirements shall mean, as of any particular date of
computation, with respect to any obligations and with respect to any period,the aggregate of the
amounts to be paid or set aside by the City as of such date or in such period for the payment of
the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations;
assuming, in the case of obligations without a fixed numerical rate, that such obligations bear
interest at the maximum rate permitted by the terms thereof and further assuming in the case of
obligations required to he redeemed or prepaid as to principal prior to Stated Maturity, the
principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the
mandatory redemption provisions applicable thereto.
G. The term Depository shall mean an official depository bank of the City.
I I. The term Government Securities, as used herein, shall mean (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by,the
United States of America; (ii) noncallable obligations of an agency or instrumentality of the
United States, including obligations that are unconditionally guaranteed or insured by the agency
or instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent; (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the
issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated
as to investment quality by a nationally recognized investment rating firm not less than AAA or
its equivalent, or(iv) any additional securities and obligations hereafter authorized by the laws of
the State of Texas as eligible for use to accomplish the discharge of obligations such as the
Bonds.
I. The term Holder or Holders shall mean the registered owner, whose name
appears in the Security Register, for any Bond.
J. The term Interest Payment Date shall mean the date interest is payable on the
Bonds, being March I and September t of each year, commencing March 1, 2016, while any of
the Bonds remain Outstanding.
K. The term Ordinance shall mean this ordinance adopted by the City Council of the
City on March 31, 2015.
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:
82337526 7 -18-
(1) those Bonds canceled by the Paying Agent/Registrar or delivered to the
Paying Agent/Registrar for cancellation;
(2) those Bonds for which payment has been duly provided by the City in
accordance with the provisions of Section 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 17 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 Refunding Candidates shall mean the following District obligations
from which the Refunded Obligations are selected by an Authorized Official:
(1) "City of Corpus Christi, Texas General Improvement Bonds, Series 2007A",
dated March 15, 2007, in the original principal amount of 31,145,000 and maturing on
March 1 in each of the years 2018 through 2027 in the aggregate principal amount of
$19,400,000;
(2) "City of Corpus Christi, Texas General Improvement Bonds, Series 2009",
dated April 15, 2009, in the original principal amount of 88,725,000 and maturing on
March I in each of the years 2019 through 2029 in the aggregate principal amount of
-- - - -- $57,065,000; and
(3) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2009", dated July 15, 2009, in the original
principal amount of 8,460,000 and maturing on March 1 in each of the years 2020
through 2029 in the aggregate principal amount of$19,400,000.
O. The term Stated Maturity shall mean the annual principal payments of the Bonds
payable on March 1 of each year as set forth in Section 2 of this Ordinance.
SECTION 10. Bond Fund; Investments. For the purpose of paying the interest on and to
provide a sinking fund for the payment, redemption, and retirement of the Bonds, there shall be
and is hereby created a special fund to be designated "GENERAL IMPROVEMENT
REFUNDING BONDS, SERIES 2015 INTEREST AND SINKING FUND" (the Bond Fund),
which Bond Fund shall be kept and maintained at the Depository, and money deposited in such
Bond Fund shall be used for no other purpose and shall be maintained as provided in Section 20.
Authorized Officials of the City are hereby authorized and directed to make withdrawals from
the Bond Fund sufficient to pay the principal of, premium, if any, and interest on the Bonds as
the same become due and payable, or the purchase price thereof, and shall cause to be transferred
to the Paying Agent/Registrar from money on deposit in the Bond Fund an amount sufficient to
pay the amount of principal and/or interest stated to mature on the Bonds, such transfer of funds
to the Paying Agent/Registrar to be made in such manner as will cause immediately available
82337526.7 -19-
funds to be deposited with the Paying Agent/Registrar on or before the business day next
preceding each interest and principal payment date for the Bonds.
Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund
established pursuant to the provisions of this Ordinance may, at the option of the City. be placed
in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual
agreements, as permitted by the provisions of the Public Funds Investment Act, as amended,
Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal
Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested,
as authorized by any law, including investments held in book-entry form, in securities including,
but not limited to, direct obligations of the United States of America, obligations guaranteed or
insured by the United States of America, which, in the opinion of the Attorney General of the
United States, are backed by its full faith and credit or represent its general obligations, or
invested in indirect obligations of the United States of America, including, but not limited to,
evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the
Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home
Loan Banks, Government National Mortgage Association, Farmers IIome Administration,
Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing
Association; provided that all such deposits and investments shall be made in such a manner that
the money required to be expended from any fund will be available at the proper time or times.
All interest and income derived from deposits and investments in such fund shall be credited to,
and any losses debited to, such fund. All such investments shall be sold promptly when
necessary to prevent any default in connection with the Bonds.
SECTION 11. Tax Levy —Deposits to Bond Fund— Surplus Bond Proceeds. To provide
for the payment of the Debt Service Requirements on the Bonds being (i) the interest on the
Bonds and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2%
(whichever amount shall be the greater), there shall be and there is hereby levied for the fiscal
year commencing October I, 2015 and each succeeding year thereafter while the Bonds or any
interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by
law, on each one hundred dollars' valuation of taxable property in the City, adequate to pay such
Debt Service Requirements, full allowance being made for delinquencies and costs of collection;
said tax shall be assessed and collected each year and applied to the payment of the Debt Service
Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and
collected shall be paid into the Bond Fund and arc thereafter pledged to the payment of the
Bonds. The City Council hereby declares its purpose and intent to provide and levy a tax legally
and fully sufficient to pay the Debt Service Requirements, it having been determined that the
existing and available taxing authority of the City for such purpose is adequate to permit a
legally sufficient tax in consideration of all other outstanding indebtedness and other obligations
of the City.
The City hereby covenants and agrees to cause to be deposited in the Bond Fund prior to
a principal and interest payment date for the Bonds, from the annual levy of an ad valorem tax or
from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each
installment of interest and principal of the Bonds as the same accrues or matures or comes due
by reason of Stated Maturity.
823375259 -20-
Accrued interest, if any, received from the Purchasers of the Bonds shall be deposited to
the Bond Fund and ad valorem taxes levied and collected for the benefit of the Bonds shall be
deposited to the Bond Fund. Any surplus proceeds from the sale of the Bonds, including
investment income thereon, not expended for authorized purposes shall be deposited in the Bond
Fund, and such amounts so deposited shall reduce the sum otherwise required to be deposited in
the Bond Fund from ad valorem taxes.
SECTION 12. Security for Funds. All money on deposit in the funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested
as provided herein) shall be secured in the manner and to the fullest extent required by the laws
of the State of Texas for the security of public funds, and money on deposit in such funds shall
be used only for the purposes permitted by this Ordinance.
SECTION 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
impair any such right or power or shall be construed to be a waiver of any such default or
acquiescence therein, and every such right and power may be exercised from time to time and as
often as may be deemed expedient. The specific remedies herein provided shall be cumulative of
all other existing remedies and the specification of such remedies shall not be deemed to be
exclusive.
SECTION 14. Notices to Holders — Waiver. Wherever this Ordinance provides for
notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to
the address of each Holder appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 15. Cancellation. All Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
82337526] -21-
and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City
may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the City may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
directed by the City.
SECTION 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
evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is
delivered to the City and the Paying Agent/Registrar such security or indemnity as may be
required to save each of them harmless, then, in the absence of notice to the City or the Paying
Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall
execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same
Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not
contemporaneously Outstanding.
In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to
become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such
Bond.
Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the
City..may require payment by the Holder of a sum sufficient to cover any tax or other
governmental charge imposed in relation thereto and any other expenses and charges (including
attorney's fees and the fees and expenses of the Paying Agent/Registrar)connected therewith.
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not
the mutilated, destroyed, lost, or stolen Bond shall he at any time enforceable by anyone, and
shall be entitled to all the benefits of this Ordinance equally and ratably with all other
Outstanding Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost, or stolen Bonds.
SECTION 17. Sale of Bonds — Authorization of Purchase Contract— Official Statement
Approval. The Bonds authorized by this Ordinance arc hereby sold to Frost Bank, San Antonio,
Texas, as the authorized representative of a group of underwriters (the Purchasers, and having
all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a
Purchase Contract dated September 23, 2015 (the Purchase Contract) attached hereto as Exhibit
B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial
Bond shall be registered in the name of Frost Bank. The pricing and terms of the sale of the
Bonds are hereby found and determined to be the most advantageous reasonably obtainable by
the City. Each Authorized Official is hereby authorized and directed to execute the Purchase
Contract for and on behalf of the City and as the act and deed of the City Council, and in regard
823375267 -22-
to the approval and execution of the Purchase Contract, the City Council hereby finds,
determines and declares that the representations, warranties, and agreements of the City
contained in the Purchase Contract are true and correct in all material respects and shall be
honored and performed by the City. Delivery of the Bonds to the Purchasers shall occur as soon
as practicable after the adoption of this Ordinance,upon payment therefor in accordance with the
terms of the Purchase Contract.
Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's
prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in
accordance with the Rule(hereinafter defined) and(ii) the use and distribution of the Preliminary
Official Statement by the Purchasers in connection with the public offering and sale of the
Bonds. The final Official Statement, being a modification and amendment of the Preliminary
Official Statement to reflect the terms of sale (together with such changes approved by any
Authorized Official), shall he and is hereby in all respects approved and the Purchasers are
hereby authorized to use and distribute the final Official Statement, dated September 23,2015, in
the reoffering, sale and delivery of the Bonds to the public. The Mayor, Mayor Pro Tern, and/or
City Secretary are further authorized and directed to manually execute and deliver for and on
behalf of the City copies of the Official Statement in final form as may be required by the
Purchasers, and such final Official Statement in the form and content manually executed by said
officials shall be deemed to be approved by the City and constitute the Official Statement
authorized for distribution and use by the Purchasers. The proper officials of the City arc 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.
SECTION 18. Escrow Agreement Approval and Execution; Proceeds of Sale.
Contribution by City. The Escrow and Trust Agreement, dated as of March 31, 2015, to be
effective upon the initial delivery of the Bonds to the Purchasers (the Agreement) between the
City and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Escrow
Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this
Ordinance for all purposes, is hereby approved as to form and content, and such Agreement in
substantially the form and substance attached hereto, together with such changes or revisions as
may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be
executed by the Mayor, Mayor Pro Tern, and City Secretary and on behalf of the City and as the
act and deed of this City Council; and such Agreement as executed by said officials shall be
deemed approved by the City Council and constitute the Agreement herein approved.
Furthermore, any Authorized Official, or any combination thereof; and Bond Counsel, in
cooperation with the Escrow Agent, are hereby authorized and directed to make the necessary
arrangements for the purchase of the Federal Securities referenced in the Agreement and the
initial delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers
for deposit to the credit of the "CITY OF CORPUS CHRISTI, TEXAS GENERAL
IMPROVEMENT REFUNDING BOND SERIES 2015 ESCROW FUND" (the Escrow Fund),
including the execution of the subscription forms for the purchase and issuance of the "United
States Treasury Securities - State and Local Government Series", if any, for deposit to the
Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and
the Agreement.
823375267 -23-
Immediately following the delivery of the Bonds, the proceeds of sale along with a cash
contribution, if any, from the City (less certain costs of issuance, and accrued interest, if any,
received from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for
application and disbursement in accordance with the provisions of the Agreement. The proceeds
of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded
Obligations shall be disbursed for payment of costs of issuance and deposited with the place of
payment (of the Refunded Obligations) in an account in the name of the City and applied for the
purposes of providing for the payment of the costs and expenses incurred in connection therewith
or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from
and Authorized Official.
SECTION 19. Redemption of Refunded Obligations. Certain of the Refunded
Obligations referenced in the preamble hereof become subject to redemption prior to their stated
maturities at the price of par, premium, if any, and accrued interest to the date of redemption.
The Mayor shall give written notice to the respective paying agenUregistrar for the Refunded
Obligations and the Escrow Agent that all of the Refunded Obligations have been called for
redemption, and the City Council orders that such obligations are called for redemption on the
dates set forth on Schedule I attached to this Ordinance, and such order to redeem the Refunded
Obligations on such dates shall be irrevocable upon the delivery of the Bonds. Copies of the
notices of redemption pertaining to the Refunded Obligations are attached to this Ordinance as
Exhibit D and are incorporated herein by reference for all purposes. The respective paying agent
for each series of Refunded Obligations is authorized and instructed to provide notice of these
redemptions to the holders of the Refunded Obligations in the form and manner described in the
respective ordinances authorizing the issuance of the applicable series of Refunded Obligations.
SECTION 20. Covenants to Maintain Tax-Exempt Status.
A. Definitions. When used in this Section, the following terms have the following
meanings:
Code means the Internal Revenue Code of 1986, as amended by all legislation, if
any, effective on or before the Closing Date.
Computation Date has the meaning set forth in Section 1.148-1(b) of the
Regulations.
Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the
Regulations, of the Bonds.
Investment has the meaning set forth in Section 1.148-1(b)of the Regulations.
Nonpurpose Investment means any investment property, as defined in section
148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not
acquired to carry out the governmental purposes of the Bonds.
Rebate Amount has the meaning set forth in Section 1.148-1(b) of the
Regulations.
823375267 -24-
Regulations means any proposed, temporary, or final Income Tax Regulations
issued pursuant to sections 103 and 141 through ISO 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
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on
any Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Bond, the City shall comply
with each of the specific covenants in this Section.
C. No Private Use or Private Payments. Except to the extent that it will not cause the
Bonds to become"private activity bonds" within the meaning of section 141 of the Code and the
Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of
Bonds:
(I) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds (including property financed with Gross
Proceeds of the Refunded Obligations), and not use or permit the use of such Gross
Proceeds (including all contractual arrangements with terms different than those
applicable to the general public) or any property acquired, constructed or improved with
such Gross Proceeds in any activity carried on by any person or entity (including the
United States or any agency, department and instrumentality thereof)other than a state or
local government, unless such use is solely as a member of the general public; and
(2) not directly or indirectly impose or accept any charge or other payment by
any person or entity who is treated as using Gross Proceeds of the Bonds or any property
the acquisition, construction or improvement of which is to be financed or refinanced
directly or indirectly with such Gross Proceeds (including property financed with Gross
Proceeds of the Refunded Obligations), other than taxes of general application within the
City or interest earned on investments acquired with such Gross Proceeds pending
application for their intended purposes.
823375267 -25-
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
covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (I)
property acquired, constructed or improved with such Gross Proceeds is sold or leased to such
person or entity in a transaction which creates a debt for federal income tax purposes; (2)
capacity in or service from such property is committed to such person or entity under a take-or-
pay, output or similar contract or arrangement; or(3) indirect benefits,or burdens and benefits of
ownership, of such Gross Proceeds or any property acquired, constructed or improved with such
Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a
loan.
E. Not to Invest at Higher Yield. Except to the extent that it will not cause the
Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the
Regulations and rulings thereunder, the City shall not at any time prior to the final Stated
Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a
result of such Investment the Yield on any Investments acquired with Gross Proceeds (or with
money replaced thereby), whether then held or previously disposed of, materially exceeds the
Yield of the Bonds.
F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed within the meaning of section
149(b)of the Code and the Regulations and rulings thereunder.
G. Information Report. The City shall timely file the information required by section
149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary may prescribe.
H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section
148(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 other funds (and receipts, expenditures and investments thereof) and shall retain all
records of accounting for at least six years after the day on which the last Outstanding
Bond is discharged. However, to the extent permitted by law, the City may commingle
Gross Proceeds of the Bonds with other money of the City, provided that the City
separately accounts for each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City shall calculate
the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and
the Regulations and rulings thereunder. The City shall maintain such calculations with its
official transcript of proceedings relating to the issuance of the Bonds until six years after
the final Computation Date.
823375263 -26-
(3) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to induce such
purchase by measures designed to insure the excludability of the interest thereon from the
gross income of the owners thereof for federal income tax purposes,the City shall pay to
the United States out of the Bond Fund or its general fund, as permitted by applicable
Texas statute, regulation or opinion of the Attorney General of the State of Texas, the
amount that when added to the future value of previous rebate payments made for the
Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148-
3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such
date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the
Rebate Amount on such date. In all cases, the rebate payments shall be made at the
times, in the installments, to the place and in the manner as is or may be required by
section 148(t) of the Code and the Regulations and rulings thereunder, and shall be
accompanied by Form 8038-T or such other forms and information as is or may be
required by section 148(t) of the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors are
made in the calculations and payments required by paragraphs (2) and(3), and if an error
is made, to discover and promptly correct such error within a reasonable amount of time
thereafter (and in all events within one hundred eighty (180) days after discovery of the
error), including payment to the United States of any additional Rebate Amount owed to
it, interest thereon, and any penalty imposed under section 1.148-3(h)of the Regulations.
—--- I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection H of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Bonds not been
relevant to either party.
J. Bonds Not Hedge Bonds.
(1) At the time the original bonds refunded by the Bonds were issued,the City
reasonably expected to spend at least 85% of the spendable proceeds of such bonds
within three years after such bonds were issued.
(2) Not more than 50% of the proceeds of the original bonds refunded by the
Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield
for a period of 4 years or more.
K. Qualified Advance Refunding. The Bonds are issued, in part, to refund the
Refunded Obligations set forth on Schedule I hereto (the Advance Refunded Obligations), and
the Bonds will be issued more than 90 days before the redemption of a portion of the Advance
Refunded Obligations. The City represents as follows:
82337526.7 -27-
(I) The Bonds are the "first advance refunding" of any original bonds issued
after 1985 and are the "first or second advance refunding" of any original bonds issued
before 1986, both within the meaning of section I49(d)(3)of the Code.
(2) The Advance Refunded Obligations are being called for redemption, and
will be redeemed: (i) in the case of Advance Refunded Obligations issued after 1985, not
later than the earliest date on which such bonds may be redeemed and on which the City
will realize present value debt service savings (determined without regard to
administrative expenses) in connection with the issuance of the Bonds; and (ii)in the case
of Advance Refunded Obligations issued before 1986, not later than the earliest date on
which such issue may be redeemed at par or at a premium of 3 percent or less and on
which the City will realize present value debt service savings (determined without regard
to administrative expenses) in connection with the issuance of the Bonds.
(3) The initial temporary period under section 148(c) of the Code will end: (i)
with respect to the proceeds of the Bonds used to refund the Advance Refunded
Obligations not later than 30 days after the date of issue of such Bonds; and (ii) with
respect to proceeds of the Advance Refunded Obligations on the Closing Date if not
ended prior thereto.
(4) On and after the date of issue of the Bonds, no proceeds of the Refunded
Obligations will be invested in Nonpurpose Investments having a Yield in excess of the
Yield on such Advance Refunded Obligations.
(5) The Bonds are being issued for the purposes stated in the preamble of this
Ordinance. There is a present value savings associated with the refunding. In the
issuance of the Bonds the City has: CO neither issued more bonds, nor issued bonds
earlier, and will not allow bonds to remain outstanding longer, than reasonably necessary
to accomplish the governmental purposes for which the Bonds were issued; (ii) not
employed an "abusive arbitrage device"within the meaning of Section 1.148-10(a) of the
Regulations; and (iii) not employed a "device" to obtain a material financial advantage
based on arbitrage, within the meaning of section l49(d)(4) of the Code, apart from
savings attributable to lower interest rates.
L. 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
the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document.
Such elections shall be deemed to be made on the Closing Date.
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
investigation 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.
823375267 -28-
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
Texas, 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. 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
of a net defeasance, been certified by an independent accounting firm to mature as to principal
and interest in such amounts and at such times as will insure the availability, without
reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay
when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and
prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or
if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made)
the redemption date thereof 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 20 hereof).
Any money so deposited with the Paying Agent/Registrar, and all income from
Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow
agent, pursuant to this Section which is not required for the payment of the Bonds, or any
principal amount(s) thereof, or interest thereon with respect to which such money has been so
deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any
money held by the Paying Agent/Registrar for the payment of the principal of and interest on the
Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity 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.
523375269 -29-
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby
provided that any determination not to redeem defeased Bonds that is made in conjunction with
the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable,
provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves
the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that
right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that
notice of the reservation be included in any redemption notices that it authorizes; and (4) at the
time of the redemption, satisfies the conditions of(i) or (ii) above with respect to such defeased
debt as though it was being defeased at the time of the exercise of the option to redeem the
defeased Bonds, after taking the redemption into account in determining the sufficiency of the
provisions made for the payment of the defeased Bonds.
SECTION 23. 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, 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 true and correct
reproduction of said opinions on the reverse side of each of the Bonds is hereby approved and
authorized.
SECTION 24. 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
attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers
incorrectly printed or typed on the Bonds.
SECTION 25. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 26. 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
and at any time, amend this Ordinance in any manner not detrimental to the interests of the
Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission
herein. In addition, the City may, with the written consent of Holders holding a majority in
aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or
rescind any of the provisions of this Ordinance; provided; however, that, without the consent of
all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1)extend
the time or times of payment of the principal of, 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
aggregate principal amount of Bonds required for consent to any such amendment, addition, or
rescission.
82337526 7 -30-
SECTION 27. 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 28. 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 29. 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 30. 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 3 L 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 32. Incorporation of Preamble Recitals. The recitals contained in the
preamble 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.
SECTION 33. 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 34. 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 35. 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
52337526 -31-
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 36. 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 37. Continuing Disclosure of Information.
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 E hereto, and (2) if not
provided as part such financial infomration and operating data, audited financial statements of
the City, when and if available. Any financial statements so to be provided shall be (i) prepared
in accordance with the accounting principles described in Exhibit E hereto, or such other
accounting principles as the City may be required to employ from time to time pursuant to state
law or regulation, and (ii) audited, if the City commissions an audit of such financial statements
and the audit is completed within the period during which they must be provided. If the audit of
such financial statements is not complete within such period, then the City shall file unaudited
financial statements within such period and audited financial statements for the applicable fiscal
year to the MSRB, when and if the audit report on such financial statements becomes available.
Under current Texas law, including, but not limited to, Chapter 103, as amended, Texas Local
Government Code, the City must have its records and accounts audited annually and shall have
an annual financial statement prepared based on the audit. The annual financial statement,
including the auditor's opinion on the statement, shall be filed in the office of the City 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.
823375267 -32-
If the City changes its fiscal year, it will file notice of such change(and of the date of the
new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
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;
(II) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
-- -- - (13) The consummation of a merger, consolidation,or acquisition involving the
City or the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material; and
(14) Appointment of a successor or additional paying agent/registrar or the
change of name of a paying agent/registrar, if material.
82337526.7 -33-
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.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE I(OLDER
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
TILE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY
OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY
SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
823375267 -34-
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 (I) 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
Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or
repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, and the City also may amend the provisions of this
Section in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a)
such provisions as so amended and (b) any amendments or interpretations of the Rule. If the
City so amends the provisions of this Section, the City shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
E. Information Format—Incorporation by Reference.
The City information required under this Section shall be filed with the MSRB through
EMMA in such format and accompanied by such identifying information as may be specified
from time to time thereby. Under the current rules of the MSRB, continuing disclosure
documents submitted to EMMA must be in word-searchable portable document format (PDF)
files that permit the document to be saved, viewed, printed, and retransmitted by electronic
means and the series of obligations to which such continuing disclosure documents relate must
be identified by CUSIP number or numbers.
Financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document) available to the public
through EMMA or filed with the SEC.
SECTION 38. 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. Each Stated Maturity of the Bonds shall be
issued (following cancellation of the Initial Bond described in Section 7) in the form of a
823375269 -35-
separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be
registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds
shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying
Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to
or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter
of Representations attached hereto as Exhibit F(the Representation Letter).
With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any
broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to
time as securities depository(a Depository Participant) or to any person on behalf of whom such
a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without
limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have
no responsibility or obligation with respect to: (i) the accuracy of the records of DTC, Cede &
Co., or any Depository Participant with respect to any ownership interest in the Bonds; (ii) the
delivery to any Depository Participant or any other person, other than a registered owner of the
Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any
notice of redemption; or (iii) the delivery to any Depository Participant or any Indirect
Participant or any other Person, other than a Holder of a Bond, of any amount with respect to
principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person
other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond
certificate evidencing the obligation of the City to make payments of principal, premium, if any,
and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or
drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such
new nominee of DTC.
In the event that: (a) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter; (b) the Representation Letter
shall be terminated for any reason; or(c) DTC or the City determines that it is in the best interest
of the beneficial owners of the Bonds that they be able to obtain certificated Bonds,the City shall
notify the Paying Agent/Registrar, the Depository, and DTC Participants of the availability
within a reasonable period of time through DTC of bond certificates, and the Bonds shall no
longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that
time, the City may determine that the Bonds shall be registered in the name of and deposited
with a successor depository operating a securities depository system, as may be acceptable to the
City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do
not--select such alternate securities depository system then the Bonds may be registered in
whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall
designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to
principal of, premium, if any, and interest on such Bond and all notices with respect to such
Bond shall be made and given,respectively,in the manner provided in the Representation Letter.
82337526 7 -36-
SECTION 39. 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 Purchase Contract, the Paying Agent/Registrar Agreement,
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 necessary in order to (i)correct any ambiguity or mistake or properly or more
completely document the transactions contemplated and approved by this Ordinance and as
described in the Official Statement, (ii) obtain a rating from any of the national bond rating
agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In
case any officer of the City whose signature shall appear on any certificate shall cease to be such
officer before the delivery of such certificate, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
SECTION 40. 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.
['['he remainder of this page intentionally left blank.]
S2337526 -37-
PASSED,APPROVED AND ADOPTED on the 3151 day of March,2015.
CITY OF CORPUS CHRISTI,TEXAS
c\-\5
Mayor
ATTEST:
r2s2- 1-, `I'L32,0(7
City Secretary
(CITY SEAL)
APPROVED THIS 3151 DAY OF MARCH,2015:
AL--X ire-ZZ
Miles Risley, City AttomeV
[The remainder of this page intentionally left blank.]
82337526.5 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 31' day of
March,2015, authorizing the issuance of the City's General Improvement Refunding 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 31" day of March,2015.
City Secretary
(CITY SEAL)
813375965 S-2
The foregoing ordinance was read for the first time and passed to its second reading on this the
241" day of March, 2015, by the following vote:
Nelda Martinez _a_ e,_ Chad Magill 4E1144-
Lillian
Riojas Mark Scott / i
I
Carolyn Vaughn , __ / Brian Rosas LI
Lucy Rubio 1l12 Colleen McIntyre 4
Rudy Garza, Jr. _, 4
1
That the foregoing ordinance was read for the second time and passed finally on this the 31s' day
of March, 2015, by the following vote:
Nelda Martinez (& Chad Magill d
Lillian Riojas —4_ Mark Scott !
Carolyn Vaughn 01--- Brian Rosas ,' I 0
li Lucy Rubio Colleen McIntyre
_0.it
Rudy Garza,Jr. ____at
PASSED AND APPROVED, this the 31st day of March, 2015.
ATTEST:
f 2Q-LX--,C--e--. 141-A-12-47‘
,.,C------
Rebecca Huerta Nelda Martine
City Secretary Mayor
82337526.5 S-3 030466
INDEX TO SCHEDULES AND EXHIBITS
Schedule I Refunded Obligations
Schedule II Approval Certificate
Exhibit A - Paying Agent/Registrar Agreement
Exhibit H - Purchase Contract
Exhibit C - Escrow Agreement
Exhibit D - Notices of Redemption
Exhibit E Description of Annual Financial Information
Exhibit F DTC Letter of Representations
82337526] I-I
SCHEDULE I
REFUNDED OBLIGATIONS
"City of Corpus Christi, Texas General Improvement Bonds, Series 2007A",
dated March 15, 2007, in the original principal amount of $31,145,000 and
maturing on March I in each of the years 2020 through 2027 in the aggregate
principal amount of$16,175,000,to be redeemed on March 1, 2017.
"City of Corpus Christi, Texas General Improvement Bonds, Series 2009", dated
April 15, 2009, in the original principal amount of$88,725,000 and maturing on
March 1 in each of the years 2021 through 2029 in the aggregate principal amount
of$48,765,000,to be redeemed on March 1, 2018.
823375267 Schedule 1-1
SCHEDULE 11
APPROVAL CERTIFICATE
See Tab No. 2
82337526 v Schedule I1-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
See Tab No. 4
82337526 A-1
EXHIBIT B
PURCHASE CONTRACT
See Tab No. 9
82337526 B-I
EXHIBIT C
ESCROW AGREEMENT
See Tab No. 5
823375267 C-I
EXHIBIT D
NOTICES OF REDEMPTION
See Tab No. 28
823375269 D-I
EXHIBIT E
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 37 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or
under the headings of the Official Statement referred to)below:
(I) The City's audited financial statements for the most recently concluded fiscal year
or to the extent these audited financial statements are not available, the portions of the unaudited
financial statements of the City appended to the Official Statement as Appendix C, but for the
most recently concluded fiscal year.
(2) All quantitative financial information and operating data with respect to the City
of the general type included in Appendix A to the Official Statement under the headings "Debt
Payable From Taxes", "General Fund Balances", "Ad Valorem Taxes", and"The Tax Increment
Financing Act".
Accounting Principles
The accounting principles referred to in such Section are generally accepted accounting
principles for governmental units as prescribed by the Government Accounting Standards Board
from time to time.
823375267 E-I
EXHIBIT F
DTC LETTER OF REPRESENTATIONS
See Tab No. 6
913375167 F-I