HomeMy WebLinkAbout031433 ORD - 05/15/2018 CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS
COUNTIES OF NIECES, ARANSAS, §
KLEBERG AND SAN PATRICIO §
§
CITY OF CORPUS CHRISTI §
TIIE UNDERSIGNED HEREBY CERTIFIES that:
I. On the 15'h day of May, 2018,the City Council (the Council)of the City of Corpus
Christi, Texas (the City) convened in regular session at its regular meeting place at the City Hall
(the Meeting),the duly constituted members of the Council being as follows:
Joe McComb Mayor
Everett Roy Councilmember, District t
Ben Molina Councilmember, District 2
Lucy Rubio Councilmembcr, District 3
Greg Smith Councilmember, District 4
Rudy Garza Jr. Councilmember, District 5
Paulette M. Guajardo Councilmember,At Large
Debbie Lindsey-Opel Councilmember, At Large
Michael T. Hunter Councilmember, At Large
and all of such persons were present at the Meeting, except the following: None
thus constituting a quorum. Among other business considered at the Meeting, the attached
ordinance (the Ordinance) entitled:
ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS
CHRISTI, TEXAS GENERA!. IMPROVEMENT BONDS, SERIES 2018", IN
AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $18,350,000;
LEVYING A CONTINUING DIRECT ANNUAL AD VALOREM TAX,
WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT
OF THE BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND
RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE
ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE
APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT
PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT AND A PURCHASE CONTRACT;
COMPLYING WITH THE LETTER OF REPRESENTATIONS ON FILE WITH
THE DEPOSITORY TRUST COMPANY; AND PROVIDING AN EFFECTIVE
DATE
was introduced and submitted to the Council for passage and adoption. After presentation and due
consideration of the Ordinance, a motion was made by Councilmember Lucy Rubio that the
Ordinance he finally passed and adopted in accordance with the City's I tome Rule Charter. The
°'9°""' 031433
INDEXED
motion was seconded by Councilmember Rudy Garza Jr. and carried by the following vote:
9 voted"Por" 0 voted"Against" 0 abstained
all as shown in the official Minutes of (he Council for the Meeting.
2. The attached Ordinance is a true and correct copy of the original on file in the
official records of the City; the duly qualified and acting members of the Council of the City on
the date of the Meeting are those persons shown above,and,according to the records of my office,
each member of the Council was given actual notice of the time,place,and purpose of the Meeting
and had actual notice that the Ordinance would be considered; and the Meeting and deliberation
of the aforesaid public business was open to the public, and written notice of said meeting,
including the subject of the Ordinance, was posted and given in advance thereof in compliance
with the provisions of Chapter 551, as amended, Texas Government Code.
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37089498 2
IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the
City,this 15th day of May,2018.
�� II�
ReLle6,60- (,time".
City Secretary
City of Corpus Christi, Texas
(SEAL)
37089498.4
ORDINANCE NO. 31433
AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI,
TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2018", IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $18,350,000;
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 TIIE APPROVAL AND DISTRIBUTION OF AN OFFICIAL
STATEMENT PERTAINING THERETO; AUTHORIZING THE
EXECUTION OF A PAYING AG ENT/REGISTRAR AGREEMENT AND A
PURCHASE CONTRACT; COMPLYING WITH THE LETTER OF
REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST
COMPANY; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas(the
City) hereby finds and determines that general improvement bonds of the City, representing an
allocation against the hereinafter described voted authorization in the total principal amount of
$18,350,000 (being the principal amount of $16,355,000 and a portion of the premium of
$1.995,000), should be issued and sold at this time, being the first and final installment of general
improvement bonds approved and authorized to be issued at an election held on November 8,2016,
----
the respective authorized purposes and amounts authorized to be issued therefor, amounts
previously issued, amounts being issued pursuant to this ordinance, and amounts remaining to be
issued from such voted authorizations subsequent to the date hereof being as follows:
Rands Premium
annealed to
Dae Amount Previously lamed voted Amount
Voted Purpose Authorized Issued Rands Herein AuthorityUnissued
II-08-16 Prop I'.Sbc<tl,Bridger, SI X,350.100 SU $16355,000 51995,000 50
Sidewalks,and Drainage
WHEREAS, the City Council intends to issue an aggregate principal amount of
$16,355,000 in general improvement bonds the proceeds of which will be utilized for the purposes
of(i) making permanent public improvements and for public purposes as hereinafter described;
and (ii) payment of the costs of issuance of the general improvement bonds; and
WHEREAS,the City Council hereby finds and determines that the issuance of the general
improvement bonds is in the best interests of the residents of the City, now,therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF TIIE CITY OF CORPUS CHRISTI,
'TEXAS THAT:
SECTION I: Authorization - Designation - Principal Amount — Purpose. General
improvement bonds of the City, in one or more series, shall be and are hereby authorized to be
issued in the aggregate principal amount of SIXTEEN MILLION THREE HUNDRED FIFTY
FIVE THOUSAND AND NO/100 DOLLARS ($16,355,000), to be designated and bear the title
170{92957
of "CITY OF CORPUS CHRISTI, TEXAS GENERAL. IMPROVEMENT BONDS, SERIES
2018"(the Bonds),for the purpose of(i)providing funds:to make permanent public improvements
within the City for the purposes identified in the respective propositions approved by the City's
voters at an election held on November 8, 2016 (the Election) and (ii) to pay the costs related to
issuing the Bonds,all in conformity with the laws of the State of Texas,particularly Chapters 1251
and 1331 as amended, Texas Government Code, the Election, an ordinance adopted by the City
Council on May 15,2018, and the City's Home Rule Charter.
SECTION 2: Pully Registered Obligations - Authorized Denominations - Stated
Maturities - Interest Rates - Dated Date. The Bonds are issuable in fully registered form only,
without coupons;shall be dated June 1,2018(the Dated Date)and shall be issued in denominations
of$5,000 or any integral multiple thereof(within a Stated Maturity), shall be lettered "R" and
numbered consecutively from One (I) upward, and the Bonds shall become due and payable on
March 1 in each of the years and in principal amounts (the Stated Maturities) in accordance with
the following schedule:
Years of Principal Interest
Stated Maturity Amounts($) Rates(%1
2022 620,000 5.000
2023 660,000 5.000
2024 690,000 5.000
2025 730,000 5.000
2026 765,000 5.000
2027 805,000 5.000
2028 845,000 5.000
2029 890,000 5.000
2030 935,000 5.000
2031 980,000 5.000
2032 1,030,000 5.000
2033 1,085,000 5.000
2034 1,140,000 5.000
2035 1,200,000 5.000
----_-- 2036 1260,000 5.000
2037 1,325,000 5.000
2038 1,395,000 5.000
The Bonds shall bear interest on the unpaid principal amounts from the Closing Date
(anticipated to occur on or about June 14, 2018)or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, to Stated Maturity or prior redemption, while
3708429$) -2 -
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 I in each year(each,an Interest Payment Date),commencing March 1,2019,while the
Bonds are Outstanding.
SECTION 3: Payment of Bonds -Paying Agent/Registrar.
The principal of, premium, if any,and the interest on the Bonds,due and payable by reason
of Stated Maturity, redemption, or otherwise, shall be payable, without exchange or collection
charges to the Holder (hereinafter defined), appearing on the registration and transfer books
maintained by the Paying Agent/Registrar (hereinafter defined), in any coin or currency of (he
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 he without exchange or collection charges to the Holder(as hereinafter defined)of the Bonds.
The selection and appointment of The Bank of New York Mellon Trust Company, N.A.,
Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the
Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept
and maintained at the corporate trust office of the Paying Agent/Registrar books and records(the
Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein,
in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached
hereto in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations
as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and
provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor
Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or
a corporation organized and doing business under the laws of the United States of America or of
any state,authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall
be subject to supervision or examination by federal or state authority and shall be authorized by
law to serve as a Paying Agent/Registrar.
The City reserves the right to appoint a successor Paying Agent/Registrar upon providing
the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating
such agency. Additionally, the City agrees to promptly cause a written notice of this substitution
to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which
notice shall also give the address of the corporate office of the successor Paying Agent/Registrar.
Principal of, premium, if any, and interest on the Bonds, due and payable by reason of
Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the
Bonds appearing on the Security Register(the/-/older or Holders)maintained on behalf of the City
by the Paying Agent/Registrar as hereinafter provided(i)on the Record Date(hereinafter defined)
Mr purposes of payment of interest on the Bonds, (ii) on the date of surrender of the Bonds for
purposes of receiving payment of principal thereof upon redemption of the Bonds or at the Bonds'
Stated Maturity, and (iii) on any 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.
3709295,9 - 3 -
Principal of and premium, if any. on the Bonds shall he payable only upon presentation
and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on
the Bonds shall he paid to the I folder 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 I lolder's risk and expense.
If the date for the payment of the principal of, premium, if any, or interest on the Bonds
shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city
where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is
not such a day. The payment on such date shall have the same force and effect as if made on the
original date any such payment on the Bonds was due.
In the event of a non-payment of interest on a scheduled payment date,and for thirty (30)
days thereafter, a new record date for such interest payment (a Special Record Date) will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the City. Notice of the Special Record Date and of the scheduled payment
date of the past due interest (the Special Payment Date - which shall be fifteen(15)days after the
Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date
by United States mail, first-class postage prepaid, to the address of each Holder of a Bond
appearing on the Security Register at the close of business on the last business day next preceding
the date of mailing of such notice.
SECTION 4: Redemption.
A. Optional Redemption. The Bonds having Stated Maturities on and after March I,
2027 shall be subject to redemption prior to Stated Maturity at the option of the City,on March 1,
2026, or on any date thereafter, in whole or in part, in principal amounts of$5,000 or any integral
multiple thereof(and if within a Stated Maturity selected at random and by lot by the Paying
Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption.
B. Exercise of Redemption Option. At least forty-five(45)days prior to a date set for
the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying
Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the
right to redeem Bonds, the principal amount of each Stated Maturity to he redeemed, and the date
set for the redemption thereof The decision of the City to exercise the right to redeem Bonds shall
be entered in the minutes of the City Council of the City.
C. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same
Stated Maturity are to he redeemed on a redemption date, the Paying Agent/Registrar shall select
at random and by lot the Bonds to be redeemed. provided that if less than the entire principal
amount of a Bond is to he redeemed, the Paying Agent/Registrar shall treat such Bond then subject
to redemption as representing the number of Bonds Outstanding which is obtained by dividing the
principal amount of such Bond by $5,000.
370n92a5.7 -4 -
D. Notice of Redemption. Not less than thirty(30)days prior to a redemption date for
the Bonds, the Paying Agent/Registrar shall cause a notice of redemption to be sent by United
States mail, first-class postage prepaid, in the name of the City and at the City's expense, by the
Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part,at the address
of the Holder appearing on the Security Register at the close of business on the business day next
preceding the date of mailing such notice, and any notice of redemption so mailed shall be
conclusively presumed to have been duly given irrespective of whether received by the I folder.
This notice may also be published once in a financial publication,journal, or reporter of general
circulation among securities dealers in the City of New York,New York(including,but not limited
to, The Bond Buyer and The Wall Siren Journal), or in the State of Texas (including, but not
limited to, The Texas Bond Reporter),
All notices of redemption shall(i) specify the date of redemption for the Bonds,(ii) identify
the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the
principal amount thereof to be redeemed, (iii)state the redemption price, (iv) slate that the Bonds,
or the portion of the principal amount thereof to be redeemed, shall become due and payable on
the redemption date specified, and the interest thereon, or on the portion of the principal amount
thereof to he redeemed, shall cease to accrue from and after the redemption dale,and (v) specify
that payment of the redemption price for the Bonds, or the principal amount thereof to be
redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon
presentation and surrender thereof by the I lolder.
If a Bond is subject by its terms to redemption and has been called for redemption and
notice of redemption thereof has been duly given or waived as herein provided, such Bond(or the
principal amount thereof to be redeemed)so called for redemption shall become due and payable,
and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be
redeemed) at the then applicable redemption price is held for the purpose of such payment by the
Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said
Bonds(or the principal amount thereof to be redeemed)called for redemption shall cease to accrue,
and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this
Ordinance.
E. Transfer/Exchange of Bonds. Neither the City nor the Paying Agent/Registrar shall
be required (i)to transfer or exchange any Bond during a period beginning forty-five (45) days
prior to the date fixed for redemption of the Bonds or(ii)to transferor exchange any Bond selected
for redemption; provided, however, such limitation of transfer shall not be applicable to an
exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in
part.
SECTION 5: Execution-Registration. The Bonds shall be executed on behalf of the City
by its Mayor or Mayor Pro Tem 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 hind 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.
370892957 - 5 -
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 SC,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 he kept and maintained by the City at the corporate trust office of the Paying
Agent/Registrar, and the Paying Agent/Registrar shall obtain,record,and maintain in the Security
Register the name and address of each Holder of the Bonds issued under and pursuant to the
provisions of this Ordinance. Any Bond may, in accordance with its terms and the terms hereof,
be transferred or exchanged for Bonds of other authorized denominations upon the Security
Register by the Holder, in person or by his duly authorized agent,upon surrender of such Bond to
the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or
request for exchange duly executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of any Bond at the corporate trust office of the Paying
Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the
designated transferee or transferees, one or more new Bonds executed on behalf of, and furnished
by;the City of authorized denominations and having the same Stated Maturity and of a like interest
rate and aggregate principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds may be exchanged for other Bonds of authorized
denominations and having the same Stated Maturity, bearing the same rate of interest and of like
aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds
to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds
are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall
register and deliver new Bonds executed on behalf of, and furnished by, the City to the I lolder
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 I folder, except as otherwise herein provided, and except that the Paying
Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any
fee, tax or other governmental charges required to be paid with respect to such transfer or
exchange.
370892957 - 6 -
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 S16,355,000 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-I and upward (the /nilial 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 and delivered to the Purchasers. At any time after the delivery of
the Initial Bond to the Purchasers, the Paying Agent/Registrar, upon written instructions from the
Purchasers,or the designee thereof,shall cancel the Initial Bond delivered hereunder and exchange
therefor definitive Bonds of like kind and denominations, Stated Maturities, principal amounts,
and bearing applicable interest rates, and shall be lettered "R" and numbered consecutively from
one (1) upward, for transfer and delivery to the Holders named and at the addresses identified
therefor; all pursuant to and in accordance with and pursuant to such written instructions from the
Purchasers, or the designee thereof, and such other information and documentation as the Paying
Agent/Registrar may reasonably require.
SECTION 8: Forms.
A. Forms Generally. The Bonds, the Registration Certificate of the.Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying AgenURegistrar,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, arc 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 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.
11089295.7 - 7-
B. Form of Definitive Bond.
REGISTERED
REGISTERED PRINCIPAL AMOUNT
NO. g
United States of America
State of Texas
Counties of Nueces, Aransas, Kleberg, and San Patricio
CITY OF CORPUS CIIRISTI, TEXAS
GENERAL IMPROVEMENT BONI),
SERIES 2018
Dated Date: Interest Rate: Stated Maturity: CIJSIP NO:
June 1, 2018
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 folder), or the registered assigns thereof, on the Stated Maturity date
specified above,the Principal Amount stated above(or so much thereof as shall not have been paid
upon prior redemption) and to pay interest on the unpaid Principal Amount hereof(computed on
the basis of a 360-day year of twelve 30-day months) from the Closing Date, or from the most
recent Interest Payment Date(hereinafter defined)to which interest has been paid or duly provided
for until such Principal Amount has become due and payment thereof has been made or duly
provided for, to the earlier of redemption or Stated Maturity, while Outstanding, at the per annum
rate specified above; such interest being payable on March 1 and September I in each year(each,
an Interest Payment Date), commencing March 1, 2019.
Principal and premium, if any, of this Bond shall be payable to the Holder, upon
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.
370x4295.7 - 8 -
ibis Bond is one of the series specified in its title issued in the aggregate principal amount
of$16,355,000 (the Bonds) pursuant to an ordinance adopted by the governing body of the City
on May 15, 2018 (the Ordinance), for the purpose of providing funds for the purpose oft (i)
providing funds' to make permanent public improvements within the City for the purposes
identified in the respective propositions approved by the City's voters at an election held on
November 8, 2016 (the Election) and (ii) to pay the costs related to issuing the Bonds, under and
in strict conformity with the laws of the State of Texas, particularly Chapters 1251 and 1331, as
amended, Texas Government Code, the Election, an ordinance adopted by the City Council on
May 15, 2018, and the City's Home Rule Charter.
As specified in the Ordinance, the Bonds having Stated Maturities on and after March 1,
2027,shall be subject to redemption prior to Stated Maturity at the option of the City, on March I,
2026, or on any date thereafter, in whole or in part in principal amounts of$5,000 or any integral
multiple thereof(and if within a Stated Maturity selected at random and by lot by the Paying
Agent/Registrar) at the redemption price of par, together with accrued interest to the date of
redemption,and upon thirty(30)days prior written notice being given by United States mail, first-
class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the terms and
provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior
to Stated Maturity and is in a denomination in excess of$5,000, portions of the principal sum
hereof in installments of$5,000 or any integral multiple thereof may be redeemed,and,if less than
all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor,to
the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate
trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized
denominations provided in the Ordinance for the then unredeemed balance of the principal sum
hereof.
If this Bond (or any ponion of the principal sum hereof) shall have been duly called for
redemption and notice of such redemption has been duly given, then upon such redemption date
this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and
payable, and, if the money for the payment of the redemption price and the interest accrued on the
principal amount to be redeemed to the date of redemption is held for the purpose of such payment
by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after
the redemption date on the principal amount hereof to be redeemed. If this Bond is called for
redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to
issue,transfer,or exchange this Bond within forty-five(45)days of the date fixed for redemption;
provided, however,such limitation of transfer shall not be applicable to an exchange by the Holder
of the unredeemed balance hereof in the event of its redemption in part.
The Bonds of this series are payable from the proceeds of an annual ad valorem tax levied
within the limitations prescribed by law upon all taxable property within the City.
Reference is hereby made to the Ordinance,a copy of which is on file in the corporate trust
office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of the
City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be
370842V5.7 _ 9 _
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 presentation and surrender of this Bond
for transfer at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar
duly executed by the Holder hereof, or his duly authorized agent,and thereupon one or more new
fully registered Bonds of the same Stated Maturity,of authorized denominations, bearing the same
rate of interest, and of the same aggregate principal amount will be issued to the designated
transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder
hereof whose name appears on the Security Register (i)on the Record Date as the owner hereof
for purposes of receiving payment of interest hereon, (ii)on the date of surrender of this Bond as
the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its
redemption, in whole or in part, and (iii)on any other date as the owner hereof for all other
purposes, and neither the City nor the Paying Agent/Registrar,or any such agent of either,shall be
affected by notice to the contrary. In the event of a non-payment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a
Special Record Date)will be established by the Paying Agent/Registrar,if and when funds for the
payment of such interest have been received from the City. Notice of the Special Record Date and
afthe-scheduled payment date of the past due interest(the Special Payment Date - which shall be
fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior
to the Special Record Date by United States mail,first-class postage prepaid, to the address of each
Holder appearing on the Security Register at the close of business on the last business day next
preceding the date of mailing of such notice.
It is hereby certified, covenanted, and represented that all acts, conditions, and things
required to be performed, exist, and be done precedent to or in the issuance of this Bond in order
to render the same a legal, valid, and binding obligation of the City have been performed, exist,
and have been done, in regular and due time, form, and manner, as required by the laws of the
State of Texas and the Ordinance, and that the issuance of this Bond does not exceed any
constitutional or statutory limitation; and that due provision has been made for the payment of the
principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In case
any provision in this Bond or any application thereof shall be deemed invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of
this Bond and the Ordinance shall be construed in accordance with and shall be governed by the
laws of the State of Texas.
37089291.9 - Ip
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)
[The remainder of this page intentionally left hlankl
37089295 7 - I I -
C. "Form of Registration Certificate of the Comptroller of Public Accounts to Appear
on Initial Bond Only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THP. COMPTROLLER OF §
PUBLIC ACCOUNTS §
§ REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas,and duly registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
* NOTE TO PRINTER: Do Not Print on Definitive Bonds.
D. Form of Certificate of Paving Agent/Registrar to Appear on Definitive Bonds Only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued under the provisions of the within-mentioned Ordinance;
the Bond or Bonds of the above-entitled and designated series originally delivered having been
approved by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts, as shown by the records of the Paying Agent/Registrar.
Registered this date: THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Dallas,Texas,as
Paying Agent/Registrar
By: _.
Authorized Signature
*NOTE TO PRINTER: Print on Definitive Bonds.
370892959 - 12 -
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:
PRINCIPAL AMOUNT: AND NO/100 DOLLARS
The City of Corpus Christi, Texas (the City),a body corporate and municipal corporation
located in the Counties of Nueces, Aransas, Kleberg, and San Patrick), 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, the Principal Amount stated
above stated to mature on the first day of March in each of the years and in principal amounts and
bearing interest at per annum rates in accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount($) Rate(%)
(Information to be inserted from schedule in Section 2 hereof).
370892957 - 13 -
(or so much thereof as shall not have been paid upon prior redemption)and to pay interest on the
unpaid principal installments hereof from the Closing Date(anticipated to be on or about June 14,
2018), 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 the earlier of redemption or Stated Maturity,at the per annum rates of interest
specified above computed on the basis of a 360-day year of twelve 30-day months; such interest
being payable on March I and September I of each year (each, an Interest Payment Date)
commencing March I, 2019.
Principal of this Bond shall he payable to the Holder hereof, upon presentation and
surrender,to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office
of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying
Agent/Registrar). Interest shall he payable to the Holder of this Bond whose name appears on the
Security Register maintained by the Paying Agent/Registrar at the close of business on the Record
Date, which is the fifteenth day of the month next preceding an Interest Payment Date. All
payments of principal of, premium,if any,and interest on this Bond shall be in any coin or currency
of the United States of America which at the time of payment is legal tender for the payment of
public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or
prior to the appropriate date of payment by United States mail, first-class postage prepaid,to the
Holder hereof at the address appearing in the Security Register or by such other method,acceptable
to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense.
G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers,the
Definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the insurer
to appear under the following header:
[BOND INSURANCE,)
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 18 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 Representatives shall mean the City Manager of the City, an
Assistant City Manager, the City's Director of Financial Services, and the City Attorney (any of
the foregoing whether serving in a permanent or interim capacity).
B. The tens 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 $16,355,000 "CITY OF CORPUS CHRISTI,
TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2018"authorized by this Ordinance.
310892957 - 14 -
D. The term City shall mean City of Corpus Christi,located in the Counties of Nueces,
Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the City Council of the City.
E. The term Closing Dale 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.
I I. The term Government Securities, as used herein, shall mean (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by, the
United Slates of America;(ii)noncallable obligations of an agency or instrumentality of the United
States, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent; (iii) noncallable
obligations of a state or an agency or a county, municipality, or other political subdivision of a
state that have been refunded and that, on the date the governing body of the issuer adopts or
approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment
quality by a nationally recognized investment rating firm not less than AAA or its equivalent, or
(iv)any additional securities and obligations hereafter authorized by the laws of the State of Texas
as eligible for use to accomplish the discharge of obligations such as the Bonds.
t. 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 Dare shall mean the date semiannual interest is payable
on the Bonds, being March 1 and September I of each year, commencing March 1, 2019, while
any of the Bonds remain Outstanding.
K. The term Ordinance shall mean this ordinance adopted by the City Council of the
City on May 15, 2018.
I,. The term Outstanding when used in this Ordinance with respect to Bonds shall
mean,as of the date of determination,all Bonds issued and delivered under this Ordinance,except:
(1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying
Agent/Registrar for cancellation;
3/089295.7 - 15 -
(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. 'Ihe term Purchasers shall mean the initial purchasers of the Bonds named in
Section 17 of this Ordinance.
N. The term Stated Maturity shall mean the annual principal payments of the Bonds
payable on March I of each year the Bonds are Outstanding, as set forth in Section 2 of this
Ordinance.
SECTION 10: Bond Fund: Investments. For the purpose of paying the interest on and to
provide a sinking fund for the payment, redemption and retirement of the Bonds, there shall he
and is hereby created a special fund to he designated "GENERAL IMPROVEMENT BONDS,
SERIES 2018 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 18. Authorized Representatives
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 he 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, arc 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 any fund established pursuant to the provisions of this
31989295 7 - 16 -
Ordinance shall be credited to,and any losses debited to,such fund. All such investments shall be
sold promptly when necessary to prevent any default in connection with the Bonds.
SECTION I I: Levy of Taxes: 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, 2018
and each succeeding year thereafter while the Bonds or any interest thereon shall remain
Outstanding,a sufficient tax,within the limitations prescribed by law,on each one hundred dollars'
valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full
allowance being made for delinquencies and costs of collection; said tax shall be assessed and
collected each year and applied to the payment of the Debt Service Requirements, and the same
shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the
Bond Fund and 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.
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 shall be deposited to
the Bond Fund and ad valorem taxes levied and collected for the benefit of the Bonds shall be
deposited to the Bond Fund. . Any surplus proceeds from the sale of the Bonds, including
investment income thereon, not expended for authorized purposes shall be deposited in the Bond
Fund, and such amounts so deposited shall reduce the sum otherwise required to be deposited in
the Bond Fund from ad valorem taxes.
SECTION 12: Security for Funds. All money on deposit in the funds for which this
Ordinance makes provision(except any portion thereof as may be at any time properly invested as
provided herein) shall be secured in the manner and to the fullest extent required by the laws of
the State of Texas for the security of public funds, and money on deposit in such funds shall be
used only for the purposes permitted by this Ordinance.
SECTION 13: Remedies in Event of Default. In addition to all the rights and remedies
provided by the laws of the State of Texas, the City covenants and agrees particularly that in the
event the City (a) defaults in the payments to he 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.
37050295 7 - 17-
No delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall he 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 I lolders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States mail, first-class postage prepaid, to the address
of each I(older appearing in the Security Register at the close of business on the business day next
preceding the mailing of such notice.
In any case where notice to Holders is given by mail,neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Holders. Where this Ordinance provides for notice in any
manner,such notice may be waived in writing by the Holder entitled to receive such notice,either
before or after the event with respect to which such notice is given, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
SECTION 15: Cancellation. All Bonds surrendered for payment, redemption, transfer,
exchange,or replacement,if surrendered to the Paying Agent/Registrar,shall be promptly canceled
by it.and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not
already canceled, shall he 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,hearing 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
370/0295.1 - 18 -
constitute a replacement of the prior obligation of the City,whether or not the mutilated,destroyed,
lost, or stolen Bond shall he at any time enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions
of this Section are exclusive and shall preclude (to the extent lawful)all other rights and remedies
with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds.
SUCTION 17: Sale of Bonds — Authorization of Purchase Contract — Official Statement
Approval. The Bonds authorized by this Ordinance are hereby sold to Wells Fargo Bank,National
Association, San Antonio, Texas, as the authorized representative of a group of underwriters (the
Purchasers, and having all the rights,benefits,and obligations of a Holder)in accordance with the
provisions of a Purchase Contract dated May 15, 2018 (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 he registered in the name of Wells Fargo Bank, National Association. 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. The Mayor and each Authorized Representative
is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City
and as the act and deed of the City Council, 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.
- - -- --Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's
prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in
accordance with the Rule(hereinafter defined)and (ii) the use and distribution of the Preliminary
Official Statement by the Purchasers in connection with the public offering and sale of the Bonds.
The final Official Statement, being a modification and amendment of the Preliminary Official
Statement to reflect the terms of sale (together with such changes approved by any Authorized
Representative), shall be and is hereby in all respects approved and the Purchasers are hereby
authorized to use and distribute the final Official Statement,dated May 15,2018, in the reoffering,
sale and delivery of the Bonds to the public. The Mayor and City Secretary are further authorized
and directed to manually execute and deliver for and on behalf of the City copies of the Official
Statement in final form as may be required by the Purchasers,and such final Official Statement in
the form and content manually executed by said officials shall he deemed to be approved by the
City and constitute the Official Statement authorized for distribution and use by the Purchasers.
The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining
to such Official Statement as prescribed therein, dated as of the date of payment for and delivery
of the Bonds.
Proceeds from the sale of the Bonds shall be applied as follows:
(I) Accrued interest on the Bonds, if any, received from the Purchasers, shall be
deposited into the Bond Fund.
(2) The City received an original issue reoffering premium from the sale of the Bonds
of $2,218,809.50 which is hereby allocated by the City in the following manner: (A)
170X9295.7 - 19 -
$101,124.62 to pay the Purchasers' compensation, (B)$122,684.88 to pay the costs of issuance,
(C)the remaining $1,995,000.00 is allocated toward the City's voted authority and deposited as
described in Paragraph(3)below.
(3) The balance of the proceeds (including a portion of the premium in the amount
of$1,995,000.00 as described above and principal in the amount of $16,355,000.00, totaling
$18,350,000.00) derived from the sale of the Bonds (after paying costs of issuance) shall be
deposited into the special construction account or accounts created for the projects to be
constructed with the proceeds of the Bonds. This special construction account shall be
established and maintained at the Depository and shall be invested in accordance with the
provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Bonds pending
completion of construction of the projects financed with such proceeds shall be accounted for,
maintained, deposited, and expended as permitted by the provisions of Chapter 1201. as
amended,Texas Government Code,or as required by any other applicable law. Thereafter, such
amounts shall be expended in accordance with Section 12 of this Ordinance.
SECTION 18: Covenants to Maintain Tax-Exempt Status.
A. Definitions. When used in this Section, the following terms have the following
meanings:
Certificates means the "City of Corpus Christi, Texas Combination Tax and
Limited Pledge Revenue Certificates of Obligation, Series 2018A."
Code means the Internal Revenue Code of 1986, as amended by all legislation, if
any, effective on or before the Closing Date.
Computation Date has the meaning set forth in Section 1.148-1(b) of the
Regulations.
Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-I(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(6)of the Code, in which Gross Proceeds of the Bonds are invested and which
is not acquired to carry out the governmental purposes of the Bonds.
Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations.
Regulations means any proposed, temporary, or final Income Tax Regulations
issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal
Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific
Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax
Regulation designed to supplement, amend or replace the specific Regulation referenced.
37089295.7 - 20-
Yield of
(I) any Investment has the meaning set forth in Section 1.148-5 of the Regulations:
and
(2) the Bonds means the combined yield of the Bonds and the Certificates, treated as
a single issuance,as set forth in Section 1.148-4 of the Regulations.
B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to he financed or refinanced directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on
any Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field of
municipal bond law to the effect that failure to comply with such covenant will not adversely affect
the exemption from federal income tax of the interest on any Bond, the City shall comply with
each of the specific covenants in this Section.
C. No Private Use or Private Payments. Except to the extent that it will not cause the
Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the
Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of
Bonds:
(1) exclusively own,operate and possess all property the acquisition,construction or
improvement of which is to be financed directly or indirectly with Gross Proceeds of the Bonds,
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, 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 he "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
s7osv29s.7 -21 -
similar contract or arrangement; or(3) indirect benefits, or burdens and benefits of ownership, of
such Gross Proceeds or any property acquired.constructed or improved with such Gross Proceeds
are otherwise transferred in a transaction which is the economic equivalent of a loan.
E. Not to Invest at Higher Yield. Except to the extent that it will not cause the Bonds
to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations
and rulings thereunder,the City shall not at any time prior to the final Stated Maturity of the Bonds
directly or indirectly invest Gross Proceeds in any Investment,if as a result of such Investment the
Yield on any Investments acquired with Gross Proceeds(or with money replaced thereby),whether
then held or previously disposed of, materially exceeds the Yield of the Bonds.
F. Not Federally Guaranteed. Except to the extent permitted by section 149(b)of the
Code and the Regulations and rulings thereunder,the City shall not take or omit to take any action
which would cause the Bonds to be federally guaranteed within the meaning of section 149(6) 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.
FI. Rebate of Arbitrage Profits. Except to the extent otherwise provided in
section 148(0 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 atler 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 I.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.
37089295.7 -22 -
in the installments, to the place and in the manner as is or may be required by section 148(0 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 Codc
and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors are made in
the calculations and payments required by paragraphs (2) and (3), and if an error is made, to
discover and promptly correct such error within a reasonable amount of time thereafter(and in
all events within one hundred eighty(180)days after discovery of the error), including payment
to the United States of any additional Rebate Amount owed to it,interest thereon,and any penalty
imposed under section 1.148-3(h)of the Regulations.
I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds,enter into any transaction that reduces
the amount required to be paid to the United States pursuant to Subsection H of this Section
because such transaction results in a smaller profit or a larger loss than would have resulted if the
transaction had been at arm's length and had the Yield of the Bonds not been relevant to either
party.
J. Bonds Not Hedge Bonds.
(1) The City reasonably expects to spend at least 85% of the spendable proceeds of
the Bonds within three years after such Bonds are issued.
(2) Not more than 50%of the proceeds of the Bonds will be invested in Nonpurpose
Investments having a substantially guaranteed Yield for a period of 4 years or more.
K. Elections. The City hereby directs and authorizes the Mayor, the Mayor Pro Tern,
any Authorized Representative, 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 19: Satisfaction of Obligation of City. If the City shall pay or cause to be paid,
or there shall otherwise he 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 undcr this Ordinance and all covenants,agreements,and other obligations of the City to the
Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date
therefor,together with all interest due thereon, shall have been irrevocably deposited with and held
in trust by the Paying Agent/Registrar, or an authorized escrow agent, and/or (ii)Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities that mature as to principal and interest in
370842959 - 23
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 defeasance of the Bonds, the City shall deliver a certificate from its financial
advisor, the Paying Agent/Registrar, an independent accounting firm, 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. As and to the extent
applicable, if at all, the City covenants that no deposit of money or Government Securities will be
made under this Section and no use made of any such deposit which would cause the Bonds to be
treated as arbitrage bonds within the meaning of section 148 of the Code(as defined in Section 18
hereof).
Any money so deposited with the Paying Agent/Registrar, and all income from
Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow 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 he 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 he irrevocable,provided that: (I) in
the proceedings providing for such defeasance, the City expressly reserves the right to call the
defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of
the defeased Bonds immediately following the defeasance;(3)directs that notice of the reservation
be included in any redemption notices that it authorizes; and (4) at the time of the redemption,
satisfies the conditions of(i)or(ii)above with respect to such defeased debt as though it was being
defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the
redemption into account in determining the sufficiency of the provisions made for the payment of
the defeased Bonds.
SECTION 20: Ordinance a Contract — Amendments — Outstanding Bonds. The City
acknowledges that the covenants and obligations of the City herein contained are a material
inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the
Holders from lime 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
170x9295.7 - 24-
the provisions of this Ordinance; provided; however, that, without the consent of all Holders of
Outstanding Bonds,no such amendment, addition,or rescission shall (I)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 21: Control and Custody of Bonds. The Mayor of the City shall he 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 Representative, any or all, are hereby authorized and
directed to furnish and execute such documents relating to the City and its financial affairs as may
he necessary for the issuance of the Bonds, the approval of the Attorney General of the State of
Texas, and their registration by the Comptroller of Public Accounts of the State of Texas and,
together with the City's Financial Advisors, Bond Counsel, and the Paying Agent/Registrar, to
make the necessary arrangements for the delivery of the Initial Bond to the Purchasers and the
initial exchange thereof for definitive Bonds.
SECTION 22: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds
is subject to its being furnished a final opinion of Norton Rose Fulbrighl US I.LP, San Antonio,
Texas, as Bond Counsel, approving the Bonds as to their validity, said opinion to be dated and
delivered as of the date of initial delivery and payment for the Bonds. Printing of a true and correct
reproduction of said opinions on the reverse side-of each of the Bonds is hereby approved and •
authorized.
SECTION 23: CUSIP Numbers. CIISEP 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: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City,Bond Counsel,Paying
Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City,the Paying Agent/Registrar,
Bond Counsel, the Purchasers. and the Ifolders.
SECTION 25: Inconsistent Provisions. All ordinances, orders, or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
370X92957
SECTION 26: Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 27: Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof
SECTION 28: Severability. If any provision of this Ordinance or the application thereof
to any person or circumstance shall be held to he invalid, the remainder of this Ordinance and the
application of such provision to other persons and circumstances shall nevertheless be valid, and
the City Council hereby declares that this Ordinance would have been enacted without such invalid
provision.
SECTION 29: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code.
SECTION 30: Authorization of Paying Agent/Registrar Agreement. The City Council of
the City hereby finds and determines that it is in the best interest of the City to authorize the
execution of a Paying Agent/Registrar Agreement pertaining to the payment, exchange,
registration, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is
attached hereto, in substantially final form, as Exhibit A and is incorporated herein by reference
as fully as if recopied in its entirety in this Ordinance.
SECTION 31: Incorporation of Preamble Recitals. The recitals contained in the preamble
to this Ordinance arc 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: Book-Entry-Only System. The Bonds shall initially be registered so as to
participate in a securities depository system(the DTC System)with the Depository Trust Company,
New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated
Maturity of the Bonds shall be issued (following cancellation of the Initial Bond described in
Section 7) in the form of a 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 D (the Representation Letter).
With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer,
hank, 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.,
37089395 7 - 26-
or any Depository Participant with respect to any ownership interest in the Bonds; (ii)the delivery
to any Depository Participant or any other person, other than a registered owner of the Bonds, as
shown on the Security Register, of any notice with respect to the Bonds, including any notice of
redemption; or (iii) the delivery to any Depository Participant or any Indirect Participant or any
other Person, other than a Holder of a Bond,of any amount with respect to principal of, premium,
if any, or interest on the Bonds. While in the DTC System, no person other than Cede& Co., or
any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the
obligation of the City to make payments of principal,premium, if any,and interest pursuant to this
Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect
that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the
provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder,
the word"Cede& Co." in this Ordinance shall refer to such new nominee of DTC.
In the event that: (a) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter; (b) the Representation Letter
shall be terminated for any reason; or (c) DTC or the City determines that it is in the best interest
of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall
notify the Paying Agent/Registrar, DTC, and DTC Participants of the availability within a
reasonable period of time through DTC of bond certificates, and the Bonds shall no longer he
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 33: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall he considered to include the plural,words of the plural number
shall be considered to include the singular,and words of the masculine, feminine or neuter gender
shall be considered to include the other genders.
SECTION 34: Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal. or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall
most effectively approximate such required publication and the giving of such notice in such
manner shall for all purposes of this Ordinance be deemed to be in compliance with the
requirements for publication thereof
19099295.1 - 27 -
SECTION 35: No Recourse Against City Officials. No recourse shall he had for the
payment of principal of premium, if any, or interest on any Bond or for any claim based thereon
or on this Ordinance against any official of the City or any person executing any Bond.
SECTION 36: Continuing Disclosure Undertaking.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
EMM4 means the MSRB's Electronic Municipal Market Access system, accessible by the
general public, without charge, on the internet through the uniform resource locator (URL)
http://www.emma.msrb.org.
msrb.org.
MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
B. Annual Reports.
The City shall file annually with the MSRB, (1) within six months after the end of each
fiscal year of the City ending in or after 2018, financial information and operating data with respect
to the City of the general type included in the final Official Statement authorized by Section 17 of
this Ordinance, being the information described in Exhibit C hereto,and(2)if not provided as part
such financial information and operating data, audited financial statements of the City, when and
if available. Any financial statements so to be provided shall be(i) prepared in accordance with
the accounting principles described in Exhibit C hereto,or such other accounting principles as the
City may be required to employ from time to time pursuant to state law or regulation, and
(ii)audited, if the City commissions an audit of such financial statements and the audit is
completed within the period during which they must be provided. If the audit of such financial
statements is not complete within such period, then the City shall file unaudited financial
statements within such period and audited financial statements for the applicable fiscal year to the
MSRB,when and if the audit report on such financial statements becomes available. Under current
Texas law, including,but not limited to,Chapter 103,as amended,Texas Local Government Code,
the City must have its records and accounts audited annually and shall have an annual financial
statement prepared based on the audit. The annual financial statement, including the auditor's
opinion on the statement, shall be filed in the once of the City Secretary within 180 days after the
last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the
annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas
Government Code, Chapter 552.
If the City changes its fiscal year, it will file notice thereof with the MSRB of the change
(and of the date of the new fiscal year end) prior to the next date by which the City otherwise
would be required to provide financial information and operating data pursuant to this Section.
37101929i 7 - 28 -
C. Notice of Certain Events.
The City shall file notice of any of the following events with respect to the Bonds to the
MSRB in a timely manner and not more than 10 business days after occurrence of the event:
(I) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affecting the tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall
occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving the City
or the sale of all or substantially all of its assets, other than in the ordinary course of business,
the entry into of a definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its terms, if material;
and
- (14) Appointment of a successor or additional paying agent/registrar or the change of
name of a paying agent/registrar, if material.
For these purposes, any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
37099395 7 -29 -
•
subject to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement, or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
City.
The City shall tile notice with the MSRB, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with this Section by the time
required by this Section.
I). Limitations, Disclaimers, and Amendments.
The City shall he obligated to observe and perform the covenants specified in this Section
for so long as, but only for so long as, the City remains an "obligated person" with respect to the
Bonds within the meaning of the Rule, except that the City in any event will give notice of any
deposit that causes the Bonds to be no longer Outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied,shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the City's financial
results, condition, or prospects or hereby undertake to update any information provided in
accordance with this Section or otherwise, except as expressly provided herein. The City does not
make any representation or warranty concerning such information or its usefulness to a decision
to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO TILE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THF: CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing their obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements,a change in law,or a change
in the identity,nature, status,or type of operations of the City, but only if(l)the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments
370893957 -30-
or interpretations of the Rule to the date of such amendment, as well as such changed
circumstances, and (2) either (a) the holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or (b)a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the holders and beneficial owners of the
Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or
repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that
such provisions of the Rule are invalid,and the City also may amend the provisions of this Section
in its discretion in any other manner or circumstance, but in either case only if and to the extent
that the provisions of this sentence would not have prevented an underwriter from lawfully
purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such
provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so
amends the provisions of this Section, the City shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
E. Information Formai—Incorporation by Reference.
The City information required under this Section shall be filed with the MSRB through
EMMA in such format and accompanied by such identifying information as may be specified from
time to time thereby. Under the current rules of the MSRB, continuing disclosure documents
suhm teed to EMMA must be in word-searchable portable document format(PDF)files that permit
the document to be saved,viewed,printed,and retransmitted by electronic means and the series of
obligations to which such continuing disclosure documents relate must be identified by CIJSIP
number or numbers.
Financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document)available to the public through EMMA
or filed with the SEC.
SECTION 37: Further Procedures. The officers and employees of the City are hereby
authorized. empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial
sale and delivery of the Bonds,the Paying Agent/Registrar Agreement,the Purchase Contract,and
the Official Statement. In addition, prior to the initial delivery of the Bonds, any Authorized
Representative and Bond Counsel arc hereby authorized and directed to approve any technical
changes or corrections to this Ordinance or to any of the instruments authorized and approved by
this Ordinance and as described in the Official Statement necessary in order to (i)correct any
ambiguity or mistake or properly or more completely document the transactions contemplated and
approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or
(iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer
of the City whose signature shall appear on any certificate shall cease to be such officer before the
3709929't - 31 -
delivery of such certificate, such signature shall nevertheless be valid and sufficient for all
purposes the same as i i such officer had remained in office until such delivery.
SECTION 38: Automatic Budget Amendments to Reflect Final Debt Service Payments.
To the extent that the City Council has adopted an annual budget that includes payment of debt
service on any Bonds issued (or to he issued) pursuant to this Ordinance based on the City's
reasonable expectations and projections relative to those Bonds, such budget entries shall, upon
the issuance of Bonds, be automatically adjusted to reflect actual debt service payments on those
Bonds coming due during the period of time covered by such budget. Each Authorized
Representative,or the designee thereof, is authorized to make such necessary budget entries and/or
adjustments to reflect these final debt service amounts.
SECTION 39: City's Consent to Provide Information and Documentation to the Texas
MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership
corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the
Internal Revenue Code and which serves as a comprehensive financial information repository
regarding municipal debt issuers in Texas, requires provision of written documentation regarding
the issuance of municipal debt by the issuers thereof In support of the purpose of the Texas MAC
and in compliance with applicable law,the City hereby consents to and authorizes any Authorized
Representative, Bond Counsel to the City, and/or Financial Advisor to the City to provide to the
Texas MAC information and documentation requested by the Texas MAC relating to the 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 40: Effective Date. Pursuant to the provisions of Section 1201.028,as amended,
Texas Government Code, this Ordinance shall be effective immediately upon adoption,
notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a
multiple reading requirement for the adoption of ordinances.
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37089295 7 - 32 -
PASSED, APPROVED AND ADOPTED on the 15th day of May,2018.
CITY OF CORPUS CHRISTI, TEXAS
May, }14A (
ATTEST:
111,
1111
i Secretary
(CITY SEAL)
APPROVED THIS 15th DAY OF MAY, 2018:
71d
Miles Risley, City At ey
[The remainder of this page intentionally left blank.]
37089295.6 S_
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 15th day of May,
2018, authorizing the issuance of the City's General Improvement Bonds, of a to be determined
series,which ordinance is duly of record in the minutes of said City Council,and said meeting was
open to the public, and public notice of the time,place and purpose of said meeting was given,all
as required by Texas Government Code,Chapter 551.
EXECUTED UNDER MY HAND AND SEAL of said City, this the 15th day of May,2018.
or
!�.. % _
City ecretary
(CITY SEAL)
37089295.6 S-2
That the foregoing ordinance was read for the first time and passed to its second reading on
this the 8th day of May, 2018, by the following vote:
Joe McComb Ben Molina ____01.
Rudy Garza 1 4! Lucy Rubio --Ci
Paulette Guajardo ,�./ 1 Greg Smith ,. !A 1
Michael Hunter , J 1 Everett Roy //
I�
Debbie Lindsey-Opel
0
That the foregoing ordinance was read for the second time and passed finally on this the 15t
day of May,2018, by the following vote:
Joe McComb Ben Molina $
Rudy Garza OLucy Rubio I
Paulette Guajardo Lim Greg Smith I/ f
Michael Hunter , / i Everett Roy k ii
'
Debbie Lindsey-Opel 1. ,-/'
PASSED AND APPROVED on this the 15`h day of May, 2018.
ATTEST:
I
Re•-cca Huerta Joe M• nib
City Secretary Mayor
INDEX TO SCHEDULES AND EXHIBITS
Exhibit A - Paying Agent/Registrar Agreement
Exhibit B - Purchase Contract
Exhibit C - Description of Annual Financial Information
Exhibit D - DTC Letter of Representations
97089295 7 Index
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
SEE TAB NO. 3
17089x95.7 A-I
EXHIBIT B
PURCHASE CONTRACT
SEE TAB NO. 7
37089295.7 B-I
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 36 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified(and included in the Appendix or under
the headings of the Official Statement referred to) below:
(I) the City's audited financial statements for the most recently concluded fiscal year
or to the extent these audited financial statements are not available, the portions of the unaudited
financial statements of the City appended to the Official Statement as Appendix B,but for the most
recently concluded fiscal year.
(2) All quantitative financial information and operating data with respect to the City of
the general type included in the Official Statement under Tables numbered 1 through 6 and 8
through 12 ("Financial Information").
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to above.
371”19295+ C-I
EXHIBIT D
DTC LETTER OE REPRESENTATIONS
SEE TAB NO, 4
370803959 D-I