HomeMy WebLinkAbout030822 ORD - 04/19/2016 FINAL
ORDINANCE NO. 030822
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 $23,610,000,
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$7,250,000 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
$7,365,000 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
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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 certain of the Refunding Candidates(hereinafter defined)
and BOKF, NA, Austin, Texas currently serves as the paying agent for the remainder of the
Refunding Candidates; and
WHEREAS, Broadway National Bank, San Antonio, Texas (which is not the depository
bank of the City), is hereby appointed as the 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 issued to restructure the City's
debt service and associated tax rates in the coming years, and such refunding will result in a net
present value benefit of$690,522.03 (9.524%)and a gross savings of$690,947.57; 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 to be included in Schedule I as the
_R_efirnded 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 SEVEN MILLION THREE
HUNDRED SIXTY FIVE THOUSAND AND NO/100 DOLLARS ($7,365,000), to be
designated and bear the title of "CITY OF CORPUS CHRISTI, TEXAS GENERAL
IMPROVEMENT REFUNDING BONDS, SERIES 2016A" (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 April 19, 2016, 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
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:
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(I) 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 mining manager and co-managers, respectively, for
each such series;
(7) Dated Date(hereinafter defined);
(8) From the Refunding Candidates, selection of the Refunded Obligations to
be refunded by 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$23,610,000;
(2) The maximum maturity for any series of Bonds issued hereunder shall be
March I,2029;
(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 than 6.00% per annum;
and
(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 measured on the basis of those Refunding Candidates being refunded by a
particular series of Bonds.
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
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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 November 15, 2016 (the Dated Date) and shall be issued in
denominations of $5,000 or any integral multiple thereof (within a Stated Maturity), shall be
lettered "R" and numbered consecutively from One (1) upward, and principal shall become due
and payable on September 1 in each of the years and in principal amounts (the Stated Maturities)
and bear interest on the unpaid principal amounts from the Closing Date (anticipated to be on or
about December 16, 2016), or from the most recent Interest Payment Date(hereinafter defined)
to which interest has been paid or duly provided for, to Stated Maturity, at the per annum rates,
while Outstanding(hereinafter defined), in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts ($) Rates (%)
2017 700,000 3.500
2018 670,000 3.500
2019 690,000 3.500
2020 715,000 1.900
2021 730,000 1.720
2022 745,000 1.820
2023 755,000 1.970
2024 770,000 2.070
2025 785,000 2.210
2026 805,000 2.360
The Bonds shall bear interest on the unpaid principal amounts from the Closing Date or
from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid
or filly provided for, to 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 I and September 1 in each year(each, an Interest Payment
Date),commencing March 1,2017,while the Bonds are Outstanding.
SECTION 3. Payment of Bonds- Paying Agent/Registrar.
The principal of and the interest on the Bonds, due and payable by reason of Stated
Maturity, or otherwise, shall be payable, without exchange or collection charges to the Holder
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(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 Broadway National Bank, San Antonio, 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, 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
tanrinating 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 and interest on the Bonds, due and payable by reason of Stated Maturity, 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 at the Bonds' Stated Maturity, and (iii) on any other date for any
other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the
Holder as the owner of a Bond for purposes of receiving payment and all other purposes
whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be
affected by notice to the contrary.
Principal 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.
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If the date for the payment of the principal of 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. The Bonds are not subject to redemption prior to Stated
Maturity.
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,
at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding
that such individuals or either of them shall cease to hold such offices prior to the delivery of the
Bonds to the Purchasers, 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
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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.
-..---.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 transferor 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 be 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 $7,365,000 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
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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 are permitted or required by this Ordinance and may have such letters, numbers, or
other marks of identification (including insurance legends in the event the Bonds, or any Stated
Maturities thereof; are insured and identifying numbers and letters of the Committee on Uniform
Securities Identification Procedures of the American Bankers Association) and such legends and
endorsements(including 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.
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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B. Form of Definitive Bond.
REGISTERED REGISTERED
NO. PRINCIPAL AMOUNT
United States of America
State of Texas
Counties of Nueces, Aransas,Kleberg, and San Patcio
CITY OF CORPUS CHRISTI,TEXAS
GENERAL IMPROVEMENT REFUNDING BOND,
SERIES 2016A
Dated Date: Interest Rate: Stated Maturity: CUSIP NO:
November 15, 2016
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 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 Closing Date, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, to Stated Maturity, while Outstanding, at the per
annum rate specified above; such interest being payable on March 1 and September 1 in each
year(each, an Interest Payment Date), commencing March 1, 2017.
Principal on 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.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of$7,365,000 (the Bonds) pursuant to an ordinance adopted by the governing body of
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the City on April 19, 2016 (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 are not subject to redemption prior to the Stated
Maturity.
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 terrns; 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
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 sun-ender 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/Registrar, and any agent of either, shall treat the Holder
hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof
for purposes of receiving payment of interest hereon, (ii)on the date of surrender of this Bond as
the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity,
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.
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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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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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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: BROADWAY NATIONAL BANK, as Paying
Agent/Registrar
By:
Authorized Signature
*NOTE TO PRINTER: Print on Definitive Bonds.
276318354 -13-
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
September in each of the years and in principal amounts and bearing interest at per annum rates
in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts($) Rates(%)
(Information to be inserted from schedule in Section 2 hereof).
296318354 -14-
and to pay interest on the unpaid principal installments hereof from the Closing Date(anticipated
to occur on or about December 16, 2016), or from the most recent interest payment date to which
interest has been paid or duly provided for until the principal amount has become due and
payment thereof has been made or duly provided for, to Stated Maturity, while Outstanding, at
the per annum rates of interest specified above computed on the basis of a 360-day year of
twelve 30-day months; such interest being payable on March 1 and September 1 of each year
(each, an Interest Payment Date)commencing March 1, 2017.
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 Broadway
National Bank, San Antonio, 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 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
insurer.
SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in
this Section have the meanings assigned to them in this Section, and certain terms used in
Sections 19 and 36 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, 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 $7,365,000 "CITY OF CORPUS CHRISTI,
TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2016A" authorized by
this Ordinance.
27631835.4 -15-
D. The term City shall mean City of Corpus Christi, located in the Counties of
Nueces, Aransas, Kleberg, and San Patrick}, Texas and, where appropriate, the City Council of
the City.
E. The term Closing Date shall mean the date of physical delivery of the Initial Bond
in exchange for the payment in full by the Purchasers.
F. The term Debt Service Requirements shall mean, as of any particular date of
computation, with respect to any obligations and with respect to any period, the aggregate of the
amounts to be paid or set aside by the City as of such date or in such period for the payment of
the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations;
assuming, in the case of obligations without a fixed numerical rate, that such obligations bear
interest at the maximum rate permitted by the terms thereof and further assuming in the case of
obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the
principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the
mandatory redemption provisions applicable thereto.
G. The term Depository shall mean an official depository bank of the City.
H. The term Government Securities, as used herein, shall mean(i) direct noncallable
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
orinstrumentality 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 1 and September I of each year, commencing March 1, 2017, while any of
the Bonds remain Outstanding.
K. The term Ordinance shall mean this ordinance adopted by the City Council of the
City on April 19, 2016.
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:
276311i35.4 -16-
(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 16 of this Ordinance.
M. The term Purchasers shall mean the initial purchasers of the Bonds named in
Section 17 of this Ordinance.
N. The term Refunding Candidates shall mean the following District obligations
from which the Refunded Obligations are selected by an Authorized Official:
(I) "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 and 2019 in the aggregate principal amount of
$3,225,000;
(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 and 2020 in the aggregate principal amount of
$8,300,000; 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$4,835,000; and
(4) "City of Corpus Christi,Texas Combination Tax and Utility System Revenue
Certificates of Obligation, Series 2007", dated March 1, 2007, in the original principal
amount of$6,985,000 and maturing on September 1, 2025 and September 1, 2026 in the
aggregate principal amount of$1,005,000; and
(5) "City of Corpus Christi, Texas General Improvement Bonds, Series 2007",
dated March 1, 2007, in the original principal amount of$3,830,000 and maturing on
September 1 in each of the years 2018 through 2026 in the aggregate principal amount of
$2,290,000; and
(6) "City of Corpus Christi, Texas Tax Notes, Series 2015", dated March 1,
2015, in the original principal amount of$5,090,000 and maturing on September 1 in
each of the years 2017 through 2021 in the aggregate principal amount of$3,955,000.
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.
27631835.4 -17-
SECTION 10. Bond Fund; Investments. For the purpose of paying the interest on and to
provide a sinking fund for the payment, and retirement of the Bonds, there shall be and is hereby
created a special fund to be designated "GENERAL IMPROVEMENT REFUNDING BONDS,
SERIES 2016A 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 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
created and 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
Home Administration, Federal Home Loan Mortgage Association, Small Business
Administration, or Federal Housing Association; provided that all such deposits and investments
shall be made in such a manner that the money required to be expended from 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 1, 2017 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
27631835.4 -I g_
collected shall be paid into the Bond Fund and are 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.
Accrued interest, if any, received from the Purchasers of the Bonds, along with any taxes
collected pertaining to the Refunded Obligations, after the Closing Date, 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 hinds 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
276318354 -19-
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, transfer, exchange, or
replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and,
if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already
canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time
deliver to the Paying Agent/Registrar for cancellation any 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 be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Ordinance equally and ratably with all other
Outstanding Bonds.
27631835.4 -20-
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 — Purchase and Investment Letter Approval — Use of
Proceeds. The Bonds authorized by this Ordinance are hereby sold by the City to Broadway
National Bank, San Antonio, Texas, (the Purchasers, and having all the rights, benefits, and
obligations of a Holder) in accordance with the provisions of a Purchase and Investment Letter
dated October 19, 2016 (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 Broadway National 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
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.
Immediately following the delivery of the Bonds, the proceeds of sale (less certain costs
of issuance, and accrued interest, if any, received from the Purchasers of the Bonds) shall be
deposited with the respective paying agent/registrar for each series of Refunded Obligations
(which deposits shall result in the defeasance of each such series of Refunded Obligations and
shall be used on the redemption date therefor to effect such redemption). The proceeds of sale of
the Bonds not so deposited 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 Bonds) 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 18. Redemption of Refunded Obligations. The Refunded Obligations are
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 agent/registrar for the Refunded Obligations that the Refunded Obligations have been
called for redemption, and the City Council orders that such obligations are called for
redemption on the date set forth on Schedule I attached to this Ordinance, and such order to
redeem-the Refunded Obligations on such date 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 19. Covenants to Maintain Tax-Exempt Status.
27631835 4 -21-
A. Definitions. When used in this Section, the following terms have the following
meanings:
Certificates means the "City of Corpus Christi, Texas Combination Tax and
Limited Pledge Revenue Certificates of Obligation, Series 2016A".
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 I.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.
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 combined yield of the Bonds and the Certificates within the meaning
set forth in Section 1.148-4 of the Regulations.
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
27631835.4 -22-
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.
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: (1)
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.
27631835.4 -23-
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:
(I) 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(1) 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.
(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(f) 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(0 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
27631895.4 -24-
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 (3) 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 four(4) years or more.
K. Current Refunding of the Refunded Obligations. The Bonds are being issued to
refund the Refunded Obligations, and the Bonds will be issued, and certain proceeds thereof
used, within 90 days after the Closing Date for the redemption of the Refunded Obligations. In
the issuance of the Bonds, the City has employed no "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. The City has complied with the covenants,
representations, and warranties contained in the documents executed in connection with the
issuance of the Refunded Obligations. Accordingly, the City expects to invest the Bond
proceeds to be used to refund the Refunded Obligations without regard to Yield restrictions.
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
Code 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 20. 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.
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,
296318354 -25-
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 21. 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, 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 19 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.
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
27631835.4 -26-
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 22. Printed Opinion. The Purchasers' obligation to accept delivery of the
Bonds is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, 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, with the appropriate
certificate pertaining thereto executed by facsimile signature of the City Secretary of the City, is
hereby approved and authorized.
SECTION 23. CUSIP Numbers. CUSIP numbers may be printed or typed on the Bonds.
It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds
shall be of no significance or effect as regards the legality thereof, and neither the City nor
attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers
incorrectly printed or typed on the Bonds.
SECTION 24. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof
SECTION 25. 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.
SECTION 26. 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
27631235.4 -27-
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 27. 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 28. 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 29. 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 30. 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 31. 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 32. 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 33. 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 34. Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall
most effectively approximate such required publication and the giving of such notice in such
manner shall for all purposes of this Ordinance be deemed to be in compliance with the
requirements for publication thereof.
27631835.4 -28-
SECTION 35. No Recourse Against City Officials. No recourse shall be had for the
payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon
or on this Ordinance against any official of the City or any person executing any Bond.
SECTION 36. Continuing Disclosure of Information.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
Rule means SEC Rule 15c2-12,as amended from time to time.
SEC means the United States Securities and Exchange Commission.
The Bonds are being sold pursuant to a private placement with the Purchasers, in
denominations of $100,000 or any integral multiple of $5,000 in excess thereof, to less than
thirty-five sophisticated investors, and therefore the Rule is not applicable to the offering of the
Bonds. Accordingly, no contract to provide continuing disclosure information after the issuance
of the Bonds has been made by the City with investors.
SECTION 37. Book-Entry Only System.
The Bonds may 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 fomu of a
separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be
registered in the name of Cede& Co., as the nominee of DTC, and all of the Outstanding Bonds
shall be registered in the name of Cede &Co., as the nominee of DTC. The City and the Paying
Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to
or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter
of Representations attached hereto as Exhibit 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
27631835.4 -29-
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.
SECTION 38. City's Consent to Provide Information and Documentation to the Texas
MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership
corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the
Internal Revenue Code and which serves as a comprehensive financial information repository
regarding municipal debt issuers in Texas, requires provision of written documentation regarding
the issuance of municipal debt by the issuers thereof In support of the purpose of the Texas
MAC and in compliance with applicable law, the City hereby consents to and authorizes any
Authorized Official, Bond Counsel to the City,and/or Financial Advisor to the City to provide to
the Texas MAC information and documentation requested by the Texas MAC relating to the
Bonds; provided, however, that no such information and documentation shall be provided prior
to the Closing Date. This consent and authorization relates only to information and
documentation that is a part of the public record concerning the issuance of the Bonds.
SECTION 39. Delegation Authorization Pursuant to HB 1295. Though such parties may
be identified, and the entry into a particular contract may be authorized herein, the City Council,
pursuant to the Act, Chapter 1371, and other applicable law, hereby delegates to any Authorized
Official the authority to independently select the counterparty to any agreement with any paying
agent/registrar, escrow agent, open market securities bidding agent, escrow fund winning bidder,
verification agent, rating agency, securities depository, or any other contract that is determined
by the City Manager, the City's Financial Advisor, or the City's Bond Counsel to be necessary or
incidental to the issuance of the Bonds as long as each of such contracts has a value of less than
276318354 -30-
the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the
Ancillary Bond Contracts) and, as necessary, to execute the Ancillary Bond Contract on behalf
and as the act and deed of the City. The City Council has not participated in the selection of any
of the business entities which are counterparties to the Ancillary Bond Contracts.
SECTION 40. Accounting Reports. The City shall provide annually to the Purchasers, for
so long as they are the holders of the Bonds, within 210 days after the end of each fiscal year
ending in or after 2016, financial information and operating date with respect to the City;
provided that such financial statements so to be provided shall be (1) prepared in accordance
with the generally accepted accounting principles, or such other accounting principles as the City
may be required to employ from time to time pursuant to Texas law or regulations, and (2)
audited, if the City commissions an audit of such statements and the audit is completed within
the period during which they must be provided. If the audit of such financial statements is not
complete within such period, then the City shall provide (1) unaudited financial statements for
the applicable fiscal year within 210 days after the end of such year, and (2) audited financial
statements for the applicable fiscal year to the Purchasers when and if the audit report on such
statements become available.
SECTION 41. 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 Agreement. 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 42. Effective Date. Pursuant to the provisions of Section 1201.028, as
amended, Texas Government Code, this Ordinance shall be effective immediately upon
adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary
concerning a multiple reading requirement for the adoption of ordinances.
[The remainder of this page intentionally left blank]
27631835.4 -31-
PASSED, APPROVED AND ADOPTED on the 19th day of April, 2016.
CITY OF CORPUS CHRISTI,TEXAS
Mayor
ATTEST:
City Secretary
(CITY SEAL)
APPROVED THIS 19th DAY OF APRIL, 2016:
X
Miles Risley, City Atto
[The remainder of this page intentionally left blank.]
27034960.5 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 196 day of
April, 2016, 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 19th day of April, 2016.
124140-e.r/C.0341/a4erA___
City Secretary
(CITY SEAL)
27034960.5 S-2
The foregoing ordinance was read for the first time and passed to its second reading on this the
12th day of April, 2016, by the following vote:
Nelda Martinez I / Brian Rosas ____4,
Rudy Garza,Jr. rAj Lucy Rubio if A
/
l i ;
Chad Magill Al Mark Scott .t
Colleen McIntyre I/ i�
y
i�L Carolyn Vaughn ��
i
Michael Hunter _,
S
That the foregoing ordinance was read for the second time and passed finally on this the 19th day
of April, 2016, by the following vote:
Nelda Martinez ( i.tM. Brian Rosas
Rudy Garza, Jr. 4 1 Lucy Rubio _I A
a ,
Chad Magill / / Mark Scott
a4Colleen McIntyre Carolyn g Vau hn ��
l�
Michael Hunter
4
PASSED AND APPROVED, this the 19th day of April, 2016.
ATTEST:
T-7---"Le'4"(S.v+11"4
Rebecca Huerta Nelda Marti ez
City Secretary Mayor
() 3082 4.
2
27034960.5 S-3
INDEX TO SCHEDULES AND EXHIBITS
Schedule I Refunded Obligations
Schedule II Approval Certificate
Exhibit A Paying Agent/Registrar Agreement
Exhibit B Purchase Contract
Exhibit C Notices of Redemption
Exhibit D DTC Letter of Representations
27631535.4 I-I
SCHEDULE I
REFUNDED OBLIGATIONS
1. "City of Corpus Christi, Texas General Improvement Bonds, Series 2007", dated March
1, 2007, in the original principal amount of$3,830,000 and maturing on September 1 in
each of the years 2018 through 2026 in the aggregate principal amount of$2,290,000, to
be redeemed on January 17, 2017; and
2. "City of Corpus Christi, Texas Combination Tax and Utility Systems Revenue
Certificates of Obligations, Series 2007", dated March 1, 2007, in the original principal
amount of$6,985,000 and maturing on September 1 in each of the years 2025 and 2026
in the aggregate principal amount of $1,005,000, to be redeemed on January 17, 2017;
and
3. "City of Corpus Christi, Texas Tax Notes, Series 2015", dated March I, 2015, in the
original principal amount of $5,090,000 and maturing on September 1 in each of the
years 2017 through 2021 in the aggregate principal amount of $3,955,000, to be
redeemed on January 17, 2017.
27631835.4 Schedule I-1
SCHEDULE II
APPROVAL CERTIFICATE
See Tab No.
276318354 Schedule II-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
See Tab No.
276318354 A-I
EXHIBIT B
PURCHASE CONTRACT
See Tab No.
27631835 4 B-(
EXHIBIT C
NOTICES OF REDEMPTION
See Tab No.
27631 354 C-I
EXHIBIT D
DTC LETTER OF REPRESENTATIONS
See Tab No.
27631635.4 D_I