HomeMy WebLinkAboutAgenda Packet City Council - 11/26/2002 (S)AGENDA
CITY OF CORPUS CHRISTI
SPECIAL COUNCIL MEETING
CITY HALL - COUNCIL CHAMBERS
1201 LEOPARD
NOVEMBER 26, 2002
'1'1:30 A.M.
A. Call to Order.
B. Roll Check
C. SPECIAL CONSIDERATION ITEMS:
Resolution approving the Resolution authorizing the issuance of bonds by the Corpus Chdsti
Business and Job Development Corporation and the execution of a Project Agreement, and a
Bond Purchase Agreement with respect to the arena project. (Attachment # 1)
Ordinance by the City Council of the City of Corpus Christi, Texas providing for the issuance of
City of Corpus Chdsti, Texas Combination Tax and Municipal Hotel Occupancy Tax Revenue
Certificates of Obligation, Sedes 2002, in an aggregate principal amount of $31,540,000 and
ordaining other matters relating to the subject. (Attachment # 2)
Ordinance appropriating $1,626,418 from Reserve for Convention Center Expansion in the Hotel
Occupancy Tax Fund 1030, authorizing the transfer of $1,626,418 to the Convention Center 2002
CIP Fund; appropriating $34,185,505 in the Convention Center2002 CIP Fund; $32,131,337 from
the Combination Tax and Municipal Hotel Occupancy Tax Revenue Certificates of Obligation,
Series 2002, $1,626,418 from the Hotel Occupancy Tax Fund 1030 and $427,750 from
anticipated interest earnings in the Convention Center 2002 ClP Fund, to fund the construction
and expansion of the Convention Center. (Attachment # 3)
Motion authorizing the City Manager or his designee to execute Amendment No. 1 to the
Construction Manager at Risk contract with Moorhouse - Beecroft, Joint Venture, LLC establishing
a Guaranteed Maximum Pdce of $25,000,000 for construction of the Bayfront Convention Center
Expansion/Rehabilitation Project. (Attachment # 4)
D. Adjournment.
POSTING STATEMENT:
This agenda was posted on the City's official bulletin board at the front entrance to City Hall, 1201
Leopard Street at 2:00 .p.m., November 22 ,2002.
Armando Chapa ~J /~/p
City Secretary
1
CITY COUNCIL
AGENDA MEMORANDUM
November 26, 2002
AGENDA ITEM:
Resolution approving the Resolution authorizing the issuance of bonds by the Corpus Christi Business and Job
Development Corporation and the execution of a project agreement, and a bond purchase agreement with
respect to the Arena Project.
ISSUE:
On October 8, 2002, the City Council authorized a Resolution to issue sales tax revenue bonds in an amount
not to exceed $50,000,000 (the "Bonds"), for the purpose of refunding the Series 2001 Notes, paying the costs
of issuance incurred in connection with the sale of the Bonds, and providing all or a portion of the cost of the
project as specified in the Resolution (the "Project") for use by the City which Project is in compliance with
the Act and said Resolution, Bonds, and Project were hereby approved. Due to delays encountered since
October 8, 2002 in issuing the Bonds (during the per/ed of analysis of construction costs), the adoption of this
Resolution is advisable.
REQUIRED COUNCIL ACTION:
City Council approval of the Resolution approving the Resolution author/zing the issuance of bonds by the
Corpus Christi Business and Job Development Corporation and the execution of a project agreement and a
bond purchase agreement with respect to the Arena Project.
PREVIOUS COUNCIL ACTION:
In the November 7, 2000 election, Corpus Christi voters approved the ¼¢ sales tax to fund the Arena Project.
City Council Ordinance # 024269, dated November 14, 2000, approved the ¼¢ sales tax to fund the Arena
Project.
On August 25, 2001, City Council approved a Resolution author/zing the issuance of notes by the Corpus
Christi Job Development Corporation for $5,000,000 and the Execution ora Sales Tax Remittance Agreement
and a Project Agreement with respect to the Arena Project.
On October 8, 2002, City Council approved a Resolution authorizing the issuance of bonds by the Corpus
Christi Business and Job Development Corporation and the execution of a project agreement, and a bond
purchase agreement with respect to the Arena Project.
RECOMMENDATION:
The Corpus Christi Business and Job Development Corporation and City Staffrecommend approval of the
Resolution approving the Resolution authorizing the issuance of bonds by the Corpus Christi Business and
Job Development Corporation and the execution of a project agreement and a bond purchase agreement with
respect to the Arena Project.
(I)e~r~ent Head Signature)
BACKGROUND INFORMATION
The Corpus Christi Business and Job Development Corporation (Board) met on August 6, 2001 and discussed
financial strategies for a Multi-Purpose Arena Facility and approved a motion authorizing the interim financing
plans (land acquisition) for the Multi-Purpose Arena Facility. The Board met again on August 21, 2001 to
finalize the recommendation to the City Council for the financial strategies for the Multi-Purpose Arena
Facility.
On August 21, 2001, the City Council approved a Resolution approving the Resolution authorizing the
Issuance of Notes bythe Corpus Christi Business and Job Development Corporation and the execution of the
Project Agreement between the City of Corpus Christi, Texas and the Corpus Christi Business and Job
Development Corporation for the purpose of evidencing the duties and responsibilities of the respective patties
with respect to the construction and acquisition of the Multi-Purpose Arena Facility and the Sales Tax
Remittance Agreement between the City of Corpus Christi, Texas and the Corpus Christi Business and Job
Development Corporation for the purpose of evidencing the duties and responsibilities of the respective parties
with respect to the collection, remittance and transfer of such sales and use tax revenues.
On October 8, 2002, City Council approved a Resolution authorizing the issuance of bonds by the Corpus
Christi Business and Job Development Corporation and the execution of a project agreement, and a bond
purchase agreement with respect to the Arena Project.
The debt service on the bonds will be paid by the designated ¼ cent sales tax approved by City Council on
November 14, 2000.
RESOLUTION APPROVING THE RESOLUTION
AUTHORIZING THE ISSUANCE OF BONDS BY THE
CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION
AND THE EXECUTION OF A PROJECT AGREEMENT, AND
A BOND PURCHASE AGREEMENT
WITH RESPECT TO THE ARENA PROJECT
WHEREAS, Corpus Christi Business and Job Development Corporation (the "Corporation")
was created under the auspices of the City of Corpus Christi, Texas (the "City"); and
WHEREAS, the Corporation heretofore has issued, and the City approved the issuance of, its
Sales Tax Revenue Notes, Taxable Series 2001 (Arena Project) (the "Series 2001 Notes"), for the
purpose of paying the costs of acquiring land and other related costs to the development of the
"Arena Project"; and
WHEREAS, the Corporation by resolution adopted October 7, 2002 authorized the issuance
of the hereinafter described bonds for the purposes described in said resolution; and
WHEREAS, the City Council by resolution adopted October 8, 2002 approved said
resolution; and
WHEREAS, Section 25(0 of the Development Corporation Act of 1979 (the "Act"), pursuant
to which the hereinafter described bonds are to be issued, requires that bonds be delivered within
sixty days of the day the governing body of the entity that creates a corporation under the Act
approves the resolution of the corporation providing for the issuance of bonds; and
WHEREAS, due to delays in selling the bonds authorized by the resolution adopted by the
Corporation on October 7, 2002 and approved by the City Council by resolution adopted October 8,
2002, it is deemed necessary and advisable that this Resolution be adopted.
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI THAT:
Section 1. The resolution (the "Resolution") adopted by the Corporation, in substantially the
form and substance as attached to this Resolution and made a part hereof for all purposes, is hereby
approved, and sales tax revenue bonds in the principal amount not to exceed $50,000,000 (the
"Bonds"), may be issued for the purpose of refunding the Series 2001 Notes, paying the costs of
issuance incurred in connection with the sale of the Bonds, and providing all or a portion of the cost
of the project as specified in the Resolution (the "Project") for use by the City, which Project is in
compliance with the Act; and said Resolution, Bonds and Project are hereby approved.
Section 2. The "Project Agreement" between the City and the Corporation, in substantially
the form and substance as attached to this Resolution and made a part hereof for all purposes, is
hereby approved and the City Manager and the City Secretary are hereby authorized to execute,
attest, seal and deliver the Project Agreement.
Section 3. The "Bond Purchase Agreement" between the Corporation and the underwriters
named therein, in substantially the form and substance as attached to this Resolution and made a part
hereof for all purposes, is hereby approved.
Section 4. This Resolution supersedes the resolution adopted by the City Council on October
8, 2002.
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS
COUNTIES OF NUECES AND SAN PATRICIO
CITY OF CORPUS CHRISTI
We, the undersigned officers of said City, hereby certify as follows:
1. The City Council of said City convened in SPECIAL MEETING ON THE 26TH DAY
OF NOVEMBER, 2002, at the City Hall, and the roll was called of the duly constituted officers and
members of said City Council, to-wit:
Samuel L. Neal, Jr.
Brent Chesney,
Javier D. Colmenero,
Henry Garrett,
Bill Kelly,
Rex Kinnison,
John Longoria,
Jesse Noyola,
Mark Scott
David Garcia,
James Bray,
Lee Ann Dumbauld,
Atmando Chapa,
: Mayor
Councilmembers
City Manager,
City Attorney,
Director of Financial Services,
City Secretary
and all of said persons were present, except the following absentee: , thus constituting a
quorum. Whereupon, among other business, the following was transacted at said Meeting: awritten
RESOLUTION APPROVING THE RESOLUTION
AUTHORIZING THE ISSUANCE OF BONDS BY THE
CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION
AND THE EXECUTION OF A PROJECT AGREEMENT, AND
A BOND PURCHASE AGREEMENT
WITH RESPECT TO THE ARENA PROJECT
was duly introduced for the consideration of said City Council and read in full. It was then duly
moved and seconded that said Resolution be passed; and, after due discussion, said motion carrying
with it the passage of said Resolution, prevailed and carried by the following vote:
AYES:
NOES:
2. That a true, full and correct copy of the aforesaid Resolution passed at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; that said
Resolution has been duly recorded in said City Council's minutes of said Meeting; that the above and
foregoing paragraph is a tree, full and correct excerpt from said City Council's minutes of said
Meeting pertaining to the passage of said Resolution; that the persons named in the above and fore-
going paragraph are the duly chosen, qualified and acting officers and members of said City Council
as indicated therein; that each of the officers and members of said City Council was duly and
sufficiently notified officially and personally, in advance, of the time, place and purpose of the
aforesaid Meeting, and that said Resolution would be introduced and considered for passage at said
Meeting, and each of said officers and members consented, in advance, to the holding of said
Meeting for such purpose, and that 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 Chapter 551, Texas
Government Code.
SIGNED AND SEALED the 26th day of November, 2002.
City Secretary
SEAL
PROJECT AGREEMENT
THIS PROJECT AGREEMENT (this "Contract") executed by and between the City of
Corpus Christi, Texas (the "City") and the Corpus Christi Business and Job Development
Corporation (the "Corporation")
WITNESSETH:
WHEREAS, the Corporation was created by the City pursuant to authority granted by
Article 5190.6, Texas Revised Civil Statutes, as amended (the "Act"), specifically with the
Corporation to possess the powers granted by Section 4A of the Act; and
WHEREAS, on November 7, 2000, the citizens of the City voting at an election on said
date approved the levy of a one-eighth of one percent sales and use tax upon the receipts at retail
of taxable items, pursuant to Section 4A of the Act, for the "Arena Project", as described in the
proposition approved by the citizens voting at said election (the "Arena Project Sales Tax"); and
WHEREAS, under authority of the Act, it is the intent of the Corporation to issue bonds,
notes or other obligations permitted by law (collectively referred to herein as the "Bonds") for the
purpose of financing eligible projects under the Act, particularly Section 4A thereof, and to secure
said bonds with the Arena Project Sales Tax collected by the City under authority of Section 4A
of the Act; and
WHEREAS, on the date of the execution of this Contract, the Corporation has adopted a
bond resolution (the "Resolution") and the City has approved the adoption of the Resolution by
the Corporation, which Resolution has authorized the issuance of the Bonds for the purpose of
financing Costs related to the construction, equipping, operation and maintenance of the "Arena
Project" (as so del'reed in the Resolution, the "Project"); and
WHEREAS, the Corporation and the City heretofore have entered into a sales tax
remittance agreement (the "Sales Tax Remittance Agreement") for the purpose of providing a
mechanism for distributing the Arena Project Sales Tax between the Corporation and the City; and
WHEREAS, the parties hereto find it necessary and advisable to enter into this Agreement
to evidence the duties and responsibilities of the respective parties with respect to the construction
and acquisition of the Project.
NOW THEREFORE, in consideration of the covenants and agreements herein made, and
subject to the conditions herein set forth, the City and the Corporation contract and agree as
follows:
Section 1. DEFINITIONS AND INCORPORATION OF PREAMBLES. The terms and
expressions used in this Contract, unless the context shows clearly otherwise, shall have meanings
set forth herein, including terms defined in the Preambles hereto, which preambles are
incorporated in and made a part hereof for all purposes, or, if not defined herein, such terms shall
have the meanings given in the Resolution.
Section 2. OBLIGATION OF CORPORATION TO ACQUIRE. The Corporation agrees
to pay, and will pay, all of the actual costs of acquiring and equipping, by purchase and
construction, the Project, through the issuance of its Bonds to provide the money for such
payment, all in the manner hereinafter described and as provided in the Resolution; and the
Corporation, by such payment, will thus acquire, construct and equip the Project for the benefit
of the City.
Section 3. THE RESOLUTION. The proceeds from the sale of the Bonds will be used
for the payment of all of the Corporation's costs and expenses in connection with the Project and
the Bonds, including, without limitation, all financing, legal, printing, administrative, and other
expenses and costs incurred in issuing its Bonds and acquiring the Project, and to fund a debt
service reserve and the other funds required by the Resolution. The Resolution authorizes the
issuance of Bonds in the amount not to exceed $50,000,000, to cover the costs and expenses and
other amounts required for the initial development of the Project, and to refund the outstanding
Series 2001 Notes issued by the Corporation to acquire the site at which the Arena Project is to
be conslructed and other costs associated with the development of the Arena Project, as specified
in the Resolution. However, should the Bond proceeds be insufficient for the payment of all of
the Corporation's costs and expenses in connection with the acquisition, construction and
equipping of the Project, subject to the limitations contained in the Resolution concerning the use
of excess Pledged Revenues, the Corporation may use Arena Project Sales Tax revenues, to the
extent they are in excess of amounts needed to pay debt service on the Bonds, and, if so required
by the terms of the Resolution, to fund and maintain a reserve fund, to complete the Project in
accordance with the terms of the Resolution, and in accordance with Section 4 hereof.
Section 4. ACQUISITION CONTRACTS. The City, acting on behalf of and as agent for
the Corporation, will enter into such contracts as are necessary to provide for acquiring, by pur-
chase and construction, the entire Project, and said contracts shall be executed as required by the
laws applicable to the City. The Corporation shall cause the amounts due under such contracts to
be paid from the proceeds from the sale of the Bonds. The Corporation shall deposit the proceeds
from the sale of the Bonds into the Construction Fund in accordance with the Resolution. Said
Construction Fund shall be used for paying the Corporation's costs and expenses incidental to the
Bonds and to pay the costs of acquiring, by purchase and construction, the Project. All contracts
and draws on the Construction Fund shall be approved by the Corporation and the City, and any
form of written approval signed by the Chairperson of the Board of Directors of the Corporation
or by the Director of Financial Services of the City will evidence the approval of the Corporation
and the City for the purposes of this Section 4. Draws on the Construction Fund shall be made in
accordance with Section 11 of the Resolution.
Section 5. OWNERSHIP OF PROJECT. (a) The Corporation will provide, make
available, and render, to and for the benefit of the City and its inhabitants, the facilities and
services of the Project paid for and acquired by the Corporation pursuant to this Contract. It is
agreed that the City always shall have the exclusive use of the Project. In consideration of the
Corporation's acquiring, making available, and rendering to and for the benefit of the City and its
inhabitants, the facilities and services of the Project, the City makes and agrees to comply with its
covenants which are set forth in the Sales Tax Remittance Agreement. As further consideration,
it is agreed that the City will have the sole responsibility for operating and maintaining the Project,
and that funds for such purpose shall be made available to the City by the Corporation from the
Arena Project Sales Tax, consistent with the proposition authorizing the levy and collection of the
Arena Project Sales Tax approved by the citizens of the City at the November 7, 2000 election.
The City shall not be relieved of its covenants and obligations under the Sales Tax Remittance
Agreement, notwithstanding the failure of the Corporation to acquire or construct all or any part
of the Project. It is hereby provided that in further consideration of the covenants made by the
City under this Section and under the Sales Tax Remittance Agreement, the City shall become
the owner of the Project upon completion of the construction of each distinct portion of the
Project, as more particularly described in Section 5(b) of this Contract.
(b) After completion of the acquisition and construction of each identifiable portion of the
Project, and when an identifiable portion of the Project is ready to be placed in service, the City
shall inspect the same and if it is found by the City to have been acquired and constructed as
required by this Contract, the City, acting by and through the City Manager of the City, shall notify
the Corporation in writing that it has accepted the Project. Upon such acceptance, all of the
Corporation's right, title, and interest of every nature whatsoever in and to such portion of the
Project automatically shall vest irrevocably in the City without the necessity of the execution of
any conveyance by the Corporation, and such transaction shall result in the automatic sale and
delivery of such portion of the Project by the Corporation to the City, and the vesting of title to
such portion of the Project in the City in consideration for the agreement of the City to perform
its obligations required under this Contract. If requested in writing by the City, acting by and
through the City Manager of the City, the Corporation will execute and deliver to the City an
appropriate instrument acknowledging that such sale, delivery, and vesting of title has occurred,
but such instrument shall not be necessary to effect the automatic sale, delivery, and vesting of
title, which shall occur as described above. Until the acceptance of a portion of the Project by the
City, all right, title, and interest in and to a portion of the Project shall be in the Corporation. After
such acceptance and the resulting sale, delivery, and vesting of title in the City, the Corporation
shall have no right, title, or interest in, or responsibility with respect to, a portion of the Project and
the Corporation shall have no right to extend, improve or otherwise expend funds in the
Construction Fund of the Resolution for such portion of the Project.
Section 6. ACQUISITION. The City and the Corporation agree to proceed promptly with
the acquisition, by purchase and construction, of the Project. The City and Corporation hereby
covenant that they will make a diligent effort to complete such acquisition as soon as practicable.
The City and the Corporation do not anticipate any delays in completing the acquisition of the
Project, but the City and the Corporation shall not be liable to each other for any damages caused
by any delays in completion of the Project.
Section 7. USE OF CITY'S PUBLIC PROPERTY. By these presents, the City authorizes
use by the Corporation of any and all real property, streets, alleys, public ways and places, and
general utility or sewer easements of City for acquisition and construction of the Project.
Section 8. FORCE MAJEURE. If, by reason of Force Majeure, either party hereto shall
be rendered unable wholly or in part to carry out its obligations under this agreement, then such
party shall give notice and full particulars of such Force Majeure in writing to the other party
within a reasonable time after occurrence of the event or cause relied upon, and the obligation of
the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended
during the continuance of the inability then claimed, except as hereinafter provided, but for no
longer period, and any such party shall endeavor to remove or overcome such inability with all
reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes,
lockouts, or other industrial disturbances, acts of public enemy, orders of any kind of the
Government of the United States or the State of Texas or any civil or military authority,
insurrections, riots, epidemics, landslides, lightning, earthquake, fires, hurricanes, storms, floods,
washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions,
breakage or accidents to machinery, pipelines, or canals, or other causes not reasonably within the
control of the party claiming such inability. It is understood and agreed that the settlement of
strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and
that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch
shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing
party or parties when such settlement is unfavorable to it in the judgment of the party having the
difficulty. It is specifically excepted and provided, however, that in no event shall any Force
Majeure relieve the City of its obligation to transfer Arena Project Sales Tax revenues to the
Corporation as required under the Sales Tax Remittance Agreement, and for the Corporation to
apply, account for, and transfer the Pledged Revenues as provided in the Resolution.
Section 9. REGULATORY BODIES. This Contract and the Project shall be subject to
all valid rules, regulations, and laws applicable thereto passed or promulgated by the United States
of America, the State of Texas, or any governmental body or agency having lawful jurisdiction
or any authorized representative or agency of any of them.
Section 10. TERM OF CONTRACT. That the term of this Contract shall be for the period
during which the Bonds or any interest thereon are outstanding and unpaid.
[Execution Page Follows]
4
IN WITNESS WHEREOF, the Corporation and the City, acting under authority of their
respective governing bodies have caused this Contract to be duly executed in several counterparts,
each of which shall constitute an original, all as of the 21st day of August, 2001, which is the date
of this Contract.
CORPUS CHRISTI BUSINESS AND
JOB DEVELOPMENT CORPORATION
ATTEST:
By
Chairperson, Board of Directors
Secretary, Board of Directors
(CORPORATION SEAL)
CITY OF CORPUS CHRISTI, TEXAS
ATTEST:
By
City Manager
City Secretary
(CITY SEAL)
$47,540,000'
CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION
SALES TAX REVENUE REFUNDING AND IMPROVEMENT BONDS,
SERIES 2002 (ARENA PROJECT)
PURCHASE CONTRACT
Chairperson and Board of Directors
Corpus Christi Business and Job Development Corporation
1201 Leopard
Corpus Christi, Texas 78401
October __, 2002
Ladies and Gentlemen:
The undersigned (the "Underwriters"), acting through the Authorized Representative
designated in Section 1 hereof(the "Authorized Representative"), offer to enter into the following
agreement (this "Purchase Contract") with the CORPUS CHRISTI BUSINESS AND JOB
DEVELOPMENT CORPORATION (the "Corporation") which, upon your acceptance of this offer,
will be binding upon you and upon the Underwriters.
The offer contained herein is made subject to your acceptance of this Purchase Contract on
or before 10:00 p.m., Corpus Christi, Texas time, on the date hereof and, if not so accepted, will be
subject to withdrawal by the Underwriters upon notice delivered to the Corporation by the
Underwriters at any time prior to the acceptance hereof by the Corporation.
1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis
of the respective representations, warranties, and covenants set forth herein, the Underwriters hereby
agree to purchase from the Corporation, and the Corporation hereby agrees to sell and deliver to the
Underwriters, all (but not less than all) of an aggregate of $47,540,000 original principal mount of
CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION SALES TAX
REVENUE REFUNDING AND IMPROVEMENT BONDS, SERIES 2002 (ARENA PROJECT)
(the "Bonds"). The Bonds shall be dated October 15, 2002 and shall have the stated maturities, be
offered at the prices, and bear interest at the rates per annum all as set forth in the Official Statement
(hereinafter defined). Interest on the Bonds will be payable initially on March 1, 2003 and on each
September 1 and March 1 thereafter. In addition, the authorization for the City Manager to obtain
a municipal bond insurance policy for the Bonds and a surety bond policy for the Reserve Fund for
*Preliminary, subject to change
~45232900vl
the Bonds is further described in Schedule I attached hereto. As provided in the Bond Resolution
(hereafter defined), the City Manager has been authorized by the Board of Directors of the
Corporation to execute this Purchase Contract based upon the information contained in Schedule I
hereto. The purchase price for the Bonds is $ (representing an aggregate principal
amount of $ of Bonds, plus a net original issue premium of $ ., less the
Underwriters' discount of $ ), and no accrued interest. On behalf of the Corporation, the
Underwriters shall also transfer, via federal funds wire, on the date of the Closing the amount of
$ to the Insurer (hereinafter defined) as the insurance premiums for the bond insurance
policy and the surety bond policy, if any. This amount shall reduce the purchase price for the Bonds
and is being transferred to the Insurer by the Authorized Representative on the date of the Closing
(hereafter defined) as an accommodation to the Corporation.
The Bonds are to be issued pursuant to the provisions of Texas Revised Civil Statutes
Annotated Article 5190.6, as amended (the "Act"), specifically Section 4A of the Act, and are
secured under the provisions of a resolution dated October 7, 2002 authorizing their issuance and
sale (the "BondResolution") adopted by the Board of Directors of the Corporation (the "Board") on
the date hereofi The Bonds are to bear interest, be subject to redemption, and be payable as
provided in the Bond Resolmion, all as described in the Official Statement referred to below.
Capitalized terms not defined herein shall have the meanings assigned in the Bond Resolution.
A portion of the proceeds received by the Corporation from the sale of the Bonds pursuant
hereto and certain other fimds of the Corporation, if any, shall be utilized to redeem the Refunded
Notes (as defined in the Official Statement).
The Corporation and the City Council of the City of Corpus Christi, Texas (the "City") have
entered into a Sales Tax Remittance Agreement (the "FinancingAgreement") relating to the transfer
of the Sales Tax from the City to the Corporation and a Project Agreement (the "Project
Agreement ") relating to the construction and transfer of the Project from the Corporation to the City.
RBC Dain Rauscher Inc. represents that it has been duly authorized to execute this Purchase
Contract and has been duly authorized to act hereunder as the Authorized Representative. All
actions which may be taken hereunder by the Underwriters may be taken by the Authorized
Represemative alone. In as much as this purchase and sale represents a negotiated transaction, the
Corporation understands, and hereby confirms, that the Underwriters are not acting as a fiduciary
of the Corporation, but rather are acting solely in their individual capacities as an underwriter for
their own accounts.
2. Public Offering. The Underwriters agree to make a bona fide public offering of all
of the Bonds at a price not to exceed the public offering price set forth on the cover of the Official
Statement and may subsequemly change such offering price without any requirement of prior notice.
The Underwriters agree, for the purpose of enabling the Corporation to comply with its obligations
set forth in Section 5(1) of this Purchase Contract, to inform the Corporation of the date of expiration
of the initial offering period for the Bonds. The Underwriters may offer and sell Bonds to .certain
g45232900vl -2-
dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than
the public offering price (or yields higher than the public offering yields) stated on the cover of the
Official Statement. On or before Closing, the Authorized Representative shall execute the Issue Price
Certificate attached hereto as Exhibit A verifying the initial offering prices to the public at which a
substantial amount of each stated maturity of the Bonds was sold to the public.
3. Official Statement. The Bonds are described in the final Official Statement dated
the date hereof, a substantially final version of which is attached hereto as Exhibit B. Such final
Official Statement, together with the Appendices thereto, as further amended or supplemented only
in the manner hereinafter provided, is herein referred to as the "Official Statement".
The Corporation hereby authorizes and approves the distribution and use by the
Underwriters of the Official Statement in connection with the offering and sale of the Bonds. In
addition, the Corporation hereby ratifies and approves the distribution of the Preliminary Official
Statement dated October 17, 2002 relating to the Bonds (the "Preliminary Official Statement") and
its use by the Underwriters prior to the date hereof in connection with the offering and sale of the
Bonds. The Corporation shall within seven days of the date hereof(exclusive of Saturdays, Sundays,
and legal holidays) provide additional primed copies of the Official Statement in such form and
number as the Underwriters may request in order to enable the Underwriters to comply with their
obligmions set forth in 17 C.F.R. Section 240.15c2-12 ("Rule 15c2-12"). In the event that the
number of additional copies of the Official Statement supplied to the Underwriters pursuant to the
immediately preceding sentence shall prove to be insufficiem to enable the Underwriters to comply
with their obligations under paragraph (b) of Rule 15c2-12, the Corporation agrees to make available
from time to time such additional printed or photostatic copies of the Official Statement as may be
required to enable the Underwriters to comply with their obligations under Rule 15c2-12, but at the
expense of the Underwriters. Lastly, the Board hereby ratifies and approves the execution by the
Chairperson of the Board of a Rule 15c2-12 Certificate pertaining to the distribution of the
Preliminary Official Statement.
4. Security Denosit. Delivered to the Corporation herewith is a corporate check of the
Authorized Representative payable to the order of the Corporation in the amount of $475,000. The
Corporation agrees to hold such check uncashed until the Closing to ensure the performance by the
Underwriters of their obligations to purchase, accept delivery of, and pay for the Bonds at the
Closing. Concurrently with the payment by the Underwriters of the purchase price of the Bonds m
the Closing, the Corporation shall return such check to the Authorized Representative. Should the
Corporation fail to deliver the Bonds at the Closing, or should the Corporation be unable to satisfy
the conditions of the obligations of the Underwriters to purchase, accept delivery of, and pay for the
Bonds, as set forth in this Purchase Contract (unless waived by the Authorized Representative), or
should such obligations of the Underwriters be terminated for any reason permitted by this Purchase
Contract, such check shall immediately be returned to the Authorized Representative. In the event
the Underwriters fail (other than for a reason permitted hereunder) to purchase, accept delivery of,
and pay for the Bonds at the Closing as herein provided, such check shall be retained by the
Corporation as and for full liquidated damages for such failure of the Underwriters and for any
defaults hereunder on the part of the Underwriters. Acceptance of such check by the Corporation
g45232900vl -3-
shall constitute a full release and discharge of all claims and damages for such failure and for any
and all such defaults, and neither the Corporation nor any other person shall have any further action
for damages, specific performance, or any other legal or equitable relief against the Underwriters.
The Underwriters and the Corporation understand that in such event the Corporation's actual
damages may he greater or may be less than such amount. Accordingly, the Underwriters hereby
waive any right to claim that the Corporation's actual damages are less than such amount, and the
Corporation's acceptance of this offer shall constitute a waiver of any right the Corporation may have
to additional damages from the Underwriters. The Authorized Representative hereby agrees not to
stop or cause payment on said check to be stopped unless the Corporation has breached any of the
terms of this Purchase Contract.
5. Representations and Warranties. The Corporation hereby represents and warrants
to the Underwriters as follows:
(a) The Corporation is a nonprofit industrial development corporation of the
State of Texas created by the City of Corpus Christi, Texas pursuant to Section 4A of the
Act, and is duly created, organized and existing in good standing under the laws of the State
of Texas and the Act.
(b) The Corporation has the power and is authorized under the laws of the State
of Texas, including particularly the Act, to (i) issue the Bonds for the purpose for which
they are to be issued, and (ii) enter into and perform this Purchase Contract, the Project
Agreement, and the Financing Agreement.
(c) The Corporation has the requisite right, power, and authority (i) to adopt the
Bond Resolution authorizing the issuance of the Bonds and the execution and delivery of
this Purchase Contract, the Project Agreement, and the Financing Agreement, (ii) to
execute, deliver, and perform its obligations under this Purchase Contract, the Project
Agreement, and the Financing Agreement, and (iii) to consununate the transactions
described in such instruments and in the Official Statement, and the Corporation has
complied with all provisions of applicable law in all matters relating to such transactions.
(d) The information contained in the Preliminary Official Statement is as of the
date hereof, and the infom~ation contained in the Official Statement as of the date of
Closing, will be correct in all material respects, and such information does not contain and
will not contain any untrue statement of a material fact and does not omit and will not omit
to state a material fact required to be stated therein or necessary to make the statements in
the Preliminary Official Statement, as of the date hereof, or in the Official Statement, as of
the date of Closing, in light of the circumstances under which they were made, not
misleading.
(e) The Corporation has duly authorized all necessary action to be taken by it
for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Official
#45232900vl -4-
Statement; (ii) the approval of the Official Statement and the signing of the Official
Statement by a duly authorized officer(s); and (iii) the execution, delivery, and receipt of
this Purchase Contract, the Bonds, the Project Agreement, the Financing Agreement, and
any and all such other agreements and documents as may be required to be executed,
delivered, and received by the Corporation in order to carry out, give effect to, and
consummate the transactions described herein and in the Bonds, the Official Statement, the
Project Agreement, and the Financing Agreement.
(f) The Bond Resolution is and, on the date of the Closing, will be in full force
and, on the date of Closing, the Financing Agreement and the Project Agreement will have
been duly executed and delivered by the Corporation. The Bond Resolution is and, on the
date of the Closing, will be the legal and valid act of the Corporation, and, assuming the
due authorization, execution, and delivery of such instruments by the other parties thereto
and their authority to perform such instruments, this Purchase Contract, the Project
Agreement, and the Financing Agreement are, and, on the date of the Closing will be, the
legal, valid, and binding agreements on behalf of the parties thereto, enforceable (assuming
the due authorization and execution by the other parties to such documents) in accordance
with their respective terms (except to the extent that such enforceability may be limited by
bankruptcy, insolvency, reorganization, and similar laws affecting creditors' rights
generally and general principles of equity).
(g) The Bonds, when issued, delivered, and paid for as herein provided, will
have been duly authorized, executed, and issued and will constitute legal, valid, and binding
obligations of the Corporation entitled to the benefits of the Bond Resolution.
(h) Except as otherwise disclosed in the Official Statement, there is no action,
suit, proceeding, inquiry, or investigation at law or in equity or before or by any
commission, public board, or body pending against the Corporation or, to the knowledge
of the Corporation, threatened against or affecting the Corporation (or, to the knowledge
of the Corporation, any basis therefor) contesting the due organization and valid corporate
existence of the Corporation or wherein an unfavorable decision, ruling, or finding would
adversely affect (i) the transactions described herein or in the Official Statement relating
to the issuance of the Bonds by the Corporation, (ii) the validity or due adoption of the
Bond Resolution, or the validity, due authorization, and execution of the Bonds, this
Purchase Contract, the Project Agreement, the Financing Agreement, or any agreement or
instrument to which the Corporation is a party and which is to be used in the consummation
of the transactions described herein or in the Official Statement, (iii) the collection or
application of the Sales Tax pledged to pay the principal of and interest on the Bonds, or
(iv) the federal tax-exempt status of the interest on the Bonds. Except as described in the
Official Statement, the Corporation is not a party to any litigation or other proceeding
pending or, to its knowledge, threatened, in any commission, agency, or other
administrative body (either state or federal) which, if decided adversely to the Corporation,
would have a materially adverse effect on the financial condition of the Corporation.
g45232900vl -5-
(i) The authorization, execution, and delivery by the Corporation of the Official
Statement, this Purchase Contract, the Bonds, the Project Agreement, the Financing
Agreement, and the other documents described herein and in the Official Statement, the
adoption of the Bond Resolution by the Corporation, the consummation of the transactions
described herein and therein, and compliance by the Corporation with the provisions of
such instruments, do not and will not conflict with or constitute on the part of the
Corporation a breach of or a default under any provision of the Constitution of the State of
Texas or the Act or any other existing law, commission or administrative decision,
regulation, decree, or order or any agreement, indenture, mortgage, lease, or other
instrument by which the Corporation or its properties are or, on the date of Closing, will
be bound or affected.
0) Other than the opinion of the Attorney General of the State of Texas
approving the Bonds as required by law and the registration of the Bonds by the
Comptroller of Public Accounts of the State of Texas (which approvals and registration
shall have been duty obtained or effected on or before the date of the Closing), and other
than such permits, consents, licenses, notices, and filings, if any, as may be required under
the securities or blue sky laws of any jurisdiction as requested by the Underwriters (all of
which, subject to Section 1 l(c) hereof, shall have been duly made or obtained on or before
the date of the Closing), no permit, consent, license, notice, or filing with governmental
authorities is necessary or required (i) to permit the Corporation to execute and deliver this
Purchase Contract, the Financing Agreement, or the other instruments and documents
described herein or therein, to perform its obligations hereunder and thereunder, or to
consummate the transactions described herein or therein, or (ii) to issue and deliver the
Bonds as described herein and in the Official Statement, or to perform in accordance with
the terms hereof and thereof, or (iii) to adopt and enact the Bond Resolution, or to perform
in accordance with the terms thereof, or to issue and sell the Bonds as therein and in the
Official Statement provided.
(k) The financial statements of the Corporation included in Appendix C to the
Official Statement present fairly the financial position and the results of operations of the
Corporation at the respective dates and for the respective periods indicated therein, in
conformity with generally accepted account principles applied on a consistent basis
throughout the periods presented.
(1) If, after the date of this Purchase Contract to and including the date the
Underwriters are no longer required to provide an Official Statement to potential customers
who request the same pursuant to the Rule 15c2-12 (the earlier of(i) 90 days from the end
of the underwriting period (as defined in Rule 15c2-12) and (ii) the time when the Official
Statement is available to any person from a nationally recognized municipal securities
repository, but in no case less than 25 days after the end of the underwriting period for the
Bonds), the Corporation becomes aware of any fact or event which might or would cause
the Official Statement, as then supplemented or amended, to contain any untrue statement
of a material fact or to omit to state a material fact required to be stated therein or necessary
#45232900vl -6-
to make the statements therein, not misleading, or if it is necessary to amend or supplement
the Official Statement to comply with law, the Corporation will notify the Authorized
Representative (and for the purposes of this clause provide the Authorized Representative
with such information as it may from time to time request), and if, in the reasonable opinion
of the Authorized Representative, such fact or event requires preparation and publication
of a supplement or amendment to the Official Statement, the Corporation will forthwith
prepare and furnish, at the Corporation's own expense (in a form and manner approved by
the Authorized Representative), a reasonable number of copies of either amendments or
supplements to the Official Statement so that the statements in the Official Statement as so
amended and supplemented will not, contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements
therein not misleading or so that the Official Statement will comply with law. If such
notification shall be subsequent to the Closing, the Corporation shall fumish such legal
opinions, certificates, instruments and other documents as the Authorized Representative
may deem necessary to evidence the truth and accuracy of such supplement or amendment
to the Official Statement.
(m) Between the date of this Purchase Contract and the date of the Closing the
Corporation shall disclose to, discuss with, and provide any information reasonably
requested by the Underwriters in connection with any breach, default, or failure to comply,
of whatever nature and of which the Corporation has knowledge, regarding any law, loan
agreement, indenture, or other agreement to which the Corporation is a pasty or to which
the Corporation or any of the property or assets of the Corporation is otherwise subject.
(n) The Corporation has not been notified of any listing or proposed listing by
the Internal Revenue Service to the effect that the Corporation is a bond issuer whose
arbitrage certificates may not be relied upon.
(o) To the best of the knowledge and belief of the Corporation, the Preliminary
Official Statement contains information, including f'mancial information on operating data,
concerning every entity, enterprise, fund, account, or person that is material to an evaluation
of the offering of the Bonds; and the Corporation has entered into previous continuing
disclosure undertakings (the "Undertaking") in a written contract or agreement specified
in Rule 15c2-12 (b)(5)(i) and has not failed to comply with any such Undertaking in any
material respect.
(p) The Bonds conform to the descriptions thereof contained in the Official
Statement under the caption "THE BONDS"; the Bond Resolution conforms to the
description thereof contained in the Official Statement under the caption "THE BONDS";
the proceeds of the sale of the Bonds will be applied generally as described in the Official
Statement under the caption "SOURCES AND USES OF FUNDS" and the Undertaking
conforms to the description thereof contained in the Official Statement under the caption
"CONTINUING DISCLOSURE OF INFORMATION."
#45232900vl -7-
(cO Between the date of this Purchase Contract and the Closing, the Corporation
will not, without the prior written consent of the Underwriters, issue any additional bonds,
notes or other obligations for borrowed money payable in whole or in part from the
revenues of the Corporation's Sales Tax levied by the City and transferred to the
Corporation pursuant to the Act, nor will there be any adverse change of a material nature
in the financial position of the Corporation.
(r) The Corporation will apply, or cause to be applied, the proceeds from the
sale of the Bonds as provided in and subject to all of the terms and provisions of the Bond
Resolution and not to take or omit to take any action which action or omission will
adversely affect the exclusion from gross income for federal income tax purposes of the
interest on the Bonds.
(s) Any certificate, signed by any official of the Corporation authorized to do
so in connection with the transactions contemplated by this Purchase Contract, shall be
deemed a representation and warranty by the Corporation to the Underwriters as to the
statements made therein.
(0 Between the date of this Purchase Contract and the date of the Closing the
Corporation shall disclose to, discuss with, and provide any information reasonably
requested by the Underwriters in connection with any breach, default, or failure to comply,
of whatever nature and of which the Corporation has knowledge, regarding any law, loan
agreement, indenture, or other agreement to which the Corporation is a party or to which
the Corporation or any of the property or assets of the Corporation is otherwise subject.
6. Representations and Covenants. The Authorized Representative hereby agrees to
file the Official Statement with a nationally recognized municipal securities information repository.
Unless otherwise notified in writing by the Authorized Representative, the Corporation can assume
that the end of the underwriting period for purposes of the Rule 15c2-12 is the date of the Closing.
7. Delivery of, and Payment for, the Bonds. The consummation of the sale of the
Bonds to the Underwriters (the "Closing") shall be held at such location or locations as may be
mutually agreed upon by the Corporation and the Underwriters. The Closing shall be held at the
offices of McCall, Parkhurst & Horton L.L.P., 717 North Harwood, Suite 900, Dallas, Texas 75201
at 9:00 a.m., Dallas, Texas time, on November 21, 2002, or at such other time or date as shall be
mutually agreed upon by the Corporation and the Authorized Representative.
Subject to the conditions stated herein, at the Closing, the Corporation will deliver, or cause
to be delivered, to the Underwriters the Bonds (being one initial Bond per maturity) in temporary
form, duly executed and registered as hereinafter provided, together with the other documents
hereinafter mentioned, and the Underwriters will accept such delivery and pay the purchase price of
the Bonds as set forth in Section 1 hereof in immediately available funds by check or wire transfer
to or for the account of the Corporation. It is anticipated that the definitive Bonds shall be issued
in the form of one typewritten or printed bond for each maturity, registered in the name of
#45232900vl -8-
Cede & Co., as the registered owner and nominee for The Depository Trust Company, New York,
New York ("DTC") in the same aggregate principal amount of the Bonds. Delivery of the Definitive
Bonds as aforesaid shall be made at the place in New York, New York, designated by DTC. The
Corporation will have the opinion of Bond Counsel attached to or printed on the Bonds. The
definitive Bonds shall be in fully registered form, bear proper CUSIP numbers, and be in authorized
denominations and registered in such names and in such amounts as the Underwriters may request.
The definitive Bonds shall be made available to the Underwriters for checking and packaging not
less than two full business days prior to the Closing. In lieu of the foregoing, such Bonds shall be
held in safe custody by the paying agent/registrar or any authorized agent for the paying
agent/registrar. The paying agent/registrar shall release or authorize the release of such Bonds at the
Closing from safe custody to the Underwriters upon receipt by the Corporation of payment for the
Bonds as provided herein.
in addition, the Corporation and the Underwriters agree that there shall be a preliminary
Closing held at such place as the Corporation and the Authorized Representative shall mutually
agree, commencing at least 24 hours prior to the Closing; provided, however, in lieu of this
preliminary closing Bond Counsel may provide the counsel to the Undenvriters with a complete
Transcript of Proceedings on the business day preceding the Closing. Drafts of all documents to be
delivered at the Closing shall be prepared and distributed to the parties and their counsel for review
at least three business days prior to the Closing.
8. Certain Conditions to Underwriters' Obligations. The obligations of the
Underwriters hereunder are subject to the satisfaction on or before the date of the Closing of each
of the following conditions (unless waived by the Underwriters in writing):
(a) The representations and warranties of the Corporation contained herein or
on any certificate or other document delivered pursuant to the provisions hereof shall be
tree on and as of the date of the Closing as though such representations and warranties were
made on and as of the date of the Closing.
(b) The Corporation shall have performed and complied with all agreements and
conditions required by this Purchase Contract to be performed or complied with by it prior
to or on the date of the Closing.
(c) At the time of the Closing, the Bond Resolution shall be in full force and
effect, and the Bond Resolution shall not have been amended, modified, or supplemented,
and the Official Statement shall not have been amended, modified, or supplemented, except
as may have been agreed to in writing by the Underwriters.
(d) At the time of the Closing, all official action of the Corporation related to
the Bond Resolution shall be in full force and effect and shall not have been amended,
modified, or supplemented.
#45232900vl -9-
(e) The Corporation shall not have failed to pay principal or interest when due
on any of its outstanding obligations for borrowed money.
(f) Except as described in the Official Statement, no suit, action, investigation,
or legal or administrative proceeding shall be threatened or pending before any commission
or governmental agency which is likely to result in the restraint, prohibition, or the
obtaining of damages or other relief in connection with the issuance of the Bonds or the
consummation of the transactions described herein, or which, in the opinion of the
Underwriters, would have a materially adverse effect on the transactions described herein.
(g) All steps to be taken and all instruments and other documents to be
executed, and all other legal matters in connection with the transactions described in this
Purchase Contract shall be reasonably satisfactory in legal form and effect to counsel for
the Underwriters.
(h) At or prior to the Closing, the Underwriters shall have received two (2)
executed copies of each of the following documents:
(1) the opinion, dated the date of the Closing, of McCall, Parkhurst &
Horton L.L.P., Dallas, Texas as bond counsel ("Bond Counsel"), in substantially the
form attached in the Official Statement as Appendix D relating to the Bonds;
(2) the supplemental opinion of Bond Counsel in substantially the form
attached hereto as Exhibit C;
(3) an opinion, dated the date of the Closing, of Fulbright & Jaworski
L.L.P., San Antonio, Texas, counsel for the Underwriters, in substantially the form
of Exhibit D hereto;
(4) an opinion, dated the date of the Closing, of the City Attorney in the
substantially form attached hereto as Exhibit E hereto;
(5) an opinion, dated the date of the Closing, dated the date of Closing,
of the general counsel to (the "Insurer") addressed
to the Underwriters, Bond Counsel, counsel to the Underwriters, the financial
advisors to the Corporation, and the Corporation in a form satisfactory to Bond
Counsel and counsel to the Underwriters;
(6) a certificate of the Corporation, dated the date of the Closing and
signed on its behalf by the Chairperson of the Board, acting solely in his official
capacity, in form satisfactory to Bond Counsel and counsel to the Underwriters, to
the effect that (a) the representations and warranties of the Corporation herein, or
in any certificate or document delivered by the Corporation pursuant to the
provisions hereof, are true and correct in all material respects on and as of the date
#45232900vl
-10-
of the Closing as though such representations and warranties were made on and as
of the date of the Closing, (b) all agreements or conditions to be performed or
complied with by the Corporation hereunder to effect the delivery of the Bonds on
or prior to the date of the Closing have been performed or complied with, and
(c) there has not been any materially adverse change in the financial condition of
the Corporation since July 31, 2001;
(7) the Official Statement executed on behalf of the Corporation by the
Chairperson and the Secretary by manual or facsimile signatures;
(8) a copy of the Bond Resolution and all other orders, ordinances, or
resolutions or other proceedings of the Corporation authorizing the issuance and
sale of the Bonds and the execution and delivery of this Purchase Contract, the
Official Statement, the Project Agreement, and the Financing Agreement in each
case certified by the Secretary of the Board, as having been duly adopted and being
in full force and effect and as being true, accurate, and complete copies thereof;
(9) the unqualified opinion, dated on or prior to the date of the Closing,
of the Attorney General of the State of Texas (the "Attorney General"), relating to
the legality and validity of the Bonds, the defeasance of the Refunded Notes, and
approving the Bonds as required by law;
(10) evidence satisfactory to the Underwriters that the Bonds have been
registered by the Comptroller of Public Accounts of the State of Texas as required
by law;
(11) a letter from Moody's Investors Service, Inc., Standard & Poor's
Ratings Group, and Fitch Ratings indicating a rating for the Bonds which is not
lower than "Aaa", "AAA" or "AAA", respectively, based upon the issuance of the
bond insurance policy by the Insurer;
(12) a certificate, dated the date of the Closing, executed by the
Chairperson of the Board, acting solely in his official capacity, to the effect that
(i) except to the extent disclosed in the Official Statement, no litigation to which the
Corporation is a party is now pending before any federal or state court, or
administrative body, or to his knowledge threatened, that seeks to restrain or enjoin
the issuance or delivery of the Bonds or questioning the issuance or sale of the
Bonds, or the authority or action of the governing body of the Corporation relating
to the issuance or sale of the Bonds, or the levy, collection, or application of the
Sales Tax pledged to pay the principal of and interest on the Bonds, or the pledge
thereof, or that would otherwise adversely affect in a material manner the fmancial
#45232900vl -11-
condition of the Corporation to pay the principal of and interest on the Bonds; and
neither the corporate existence or boundaries of the Corporation nor the right to
hold office of any member of the governing body of the Corporation or any other
elected or appointed official of the Corporation is being contested or otherwise
questioned, or in any way contesting or affecting the validity of the Bonds, the
Bond Resolution, the Financing Agreement, the Project Agreement, or this
Purchase Contract, or contesting the powers of the Corporation to issue the Bonds,
or contesting authorization of the Bonds, or the Bond Resolution, or contesting in
any way the accuracy, completeness, or fairness of the Preliminary Official
Statement (to the extent not modified by the Official Statement) or the Official
Statement; and (ii) to the best of such person's knowledge, no event affecting the
Corporation has occurred since the date of the Official Statement which should be
disclosed therein for the purpose for which it is to be used or which it is necessary
to be disclosed therein in order to make the statements and information therein not
misleading in any respect;
(13) a certificate of the Corporation, dated the date of the Closing, and
signed by an authorized representative of the Corporation in the form approved by
Bond Counsel and satisfactory to the Authorized Representative and Underwriters'
counsel, with respect to arbitrage matters relating to the Bonds;
(14) a policy of bond insurance from the Insurer, which unconditionally
and irrevocably guarantees the full, complete, and timely payment of an amount
equal to the principal of and interest on the Bonds and a surety bond policy relating
to the Reserve Fund, along with the customary closing certificates executed by the
Insurer;
(15) copies of the election proceedings from the November 7, 2000
election authorizing the imposition of the Sales Tax and evidence of preclearance
of this election by the United States Department of Justice;
(16) a certificate from the authorized representative of the City relating
to certain matters with respect to the City, the Sales Tax, the Financing Agreement,
the Project Agreement, the City's Resolution (hereinafter defined) and the issuance
of the Bonds;
(17) the certificate of existence and a good standing certificate dated
within thirty days of the closing relating to the Corporation;
(18) the resolution adopted by the City Council of the City on October __,
2002 (the "City's Resolution") approving the Financing Agreement, the Project
Agreement, and the issuance of the Bonds; and
#45232900vl -12-
(19) Evidence satisfactory to the Authorized Representative that the
Refunded Notes are no longer outstanding and had been paid in full.
(i) The Underwriters shall receive such additional legal opinions, certificates,
proceedings, instruments, and other documents as counsel to the Underwriters or Bond
Counsel may reasonably request to evidence compliance by the Corporation with legal
requirements, the truth and accuracy, as of the time of Closing, of the representations and
warranties of the Corporation contained herein, and the due performance or satisfaction by
the Corporation at or prior to such time of all agreements then to be performed and all
conditions then to be satisfied by the Corporation.
O) The Corporation shall have returned the corporate check of the Authorized
Representative delivered to the Corporation pursuant to Section 4 hereof.
(k) The Underwriters shall receive such additional legal opinions, certificates,
proceedings, instruments, and other documents as counsel to the Underwriters or Bond
Counsel may reasonably request to evidence compliance by the Corporation with legal
requirements, the troth and accuracy, as of the time of Closing, of the representations and
warranties of the Corporation contained herein.
All such opinions, certificates, letters, agreements, and documents will be in compliance
with the provisions hereof only if they are satisfactory in form and substance to the Underwriters and
their counsel and to Bond Counsel. The Underwriters shall be entitled to receive such conformed
copies or photocopies of such opinions, certificates, letters, agreements, and documents as the
Underwriters may reasonably request.
9. Conditions to Obligations of the Corporation. The obligations of the Corporation
hereunder to deliver the Bonds shall be subject to receipt on or before the date of the Closing of the
purchase price set forth in Section 1 hereof, the opinion of Bond Counsel described in Section
8(h)(1 ) hereof, and the opinion of the Attorney General of Texas described in Section 8(h)(9) hereof.
10. Termination. The Underwriters shall have the right to cancel their obligation to
purchase the Bonds if, between the date hereof and the Closing, (i) legislation shall be enacted or
recommended to the Congress for passage by the President of the United States, or favorably
reported for passage m either House of the Congress by any committee of such House to which such
legislation has been referred for consideration, a decision by a Commission of the United States or
the United States Tax Commission shall be rendered, or a ruling, regulation, or statement by or on
behalf of the Treasury Department of the United States, the Internal Revenue Service, or other
governmental agency shall be made or proposed, the effect of any or all of which would be to impose
dkectly or indirectly federal income taxation upon interest received on obligations of the general
character of the Bonds or upon income of the general character to be derived by the Corporation in
such a manner as, in the reasonable opinion of the Underwriters, would materially adversely affect
the market price of the Bonds, or the market price generally of obligations of the general character
of the Bonds, or (ii) there shall exist any event which, in the reasonable judgment of the
~45232900vl -13-
Underwriters, either (a) makes untrue or incorrect in any material and adverse respect any statement
or information contained in the Official Statement or (b) is not reflected in the Official Statement
but should be reflected therein in order to make the statements and information contained therein not
misleading in any material respect, or (iii) there shall have occurred any national or international
calamity or crisis, including, without limitation, financial crisis, or a financial crisis or a default with
respect to the debt obligations of, or the institution of proceedings under the federal or the state
bankruptcy laws by or against the State of Texas or any political subdivision, agency, or
instrumentality of the State of Texas, the effect of which on the financial markets of the United
States being such as, in the reasonable judgment of the Underwriters, would make it impracticable
for the Underwriters to market the Bonds or to enforce contracts for the sale of the Bonds, or (iv)
there shall have occurred any (a) new material outbreak of hostilities (including, without limitation,
an act of terrorism) or (b) new material other national or international calamity or crisis, or any
material adverse change in the financial, political or economic conditions affecting the United States,
including, but not limited to, an escalation of hostilities that existed prior to the date hereof and the
effect of any such event on the financial markets of the United States, shall be such as would make
it impracticable, in the reasonable judgment of the Underwriters, for the Underwriters to sell the
Bonds on the terms and in the manner contemplated by the Official Statement; or (v) there shall be
in force a general suspension of trading on the New York Stock Exchange, or (vi) a general banking
moratorium shall have been declared by either federal, Texas, or New York authorities, or (vii) there
shall have occurred any materially adverse change in the affairs or financial condition of the
Corporation, except for changes which the Official Statement discloses have occurred or may occur,
or (viii) legislation shall be enacted or any action shall be taken by the Securities and Exchange
Commission which, in the written opinion of counsel for the Underwriters delivered to the
Underwriters and the Corporation, has the effect of requiring the contemplated distribution of the
Bonds to be registered under the Securities Act of 1933, as amended, or requiring the Bonds or the
Bond Resolution or any other document relating to the Bonds or transactions described herein to be
qualified under the Trust Indenture Act of 1939, as amended, or (ix) a stop order, ruling, regulation,
or official statement by or on behalf of the Securities and Exchange Commission shall be issued or
made to the effect that the issuance, offering, or sale of the Bonds, or of obligations of the general
character of the Bonds, is in violation of any provision of the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended, or the Trust Indenture Act of 1939, as amended,
or (x) any state blue sky or securities comrmssion or other governmental agency or body in a state
in which Bonds shall have been sold shall have withheld registration, exemption, or clearance of the
offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto,
and in the reasonable judgment of the Underwriters, the market for the Bonds would be materially
affected thereby, or (xi) the Constitution of the State of Texas shall be amended, or an amendment
shall be proposed, or legislation shall be enacted, or a decision shall have been rendered as to matters
of Texas law, or any order, ruling, or regulation shall have been rendered as to or on behalf of the
State of Texas by an official, agency, or department thereof, affecting the tax status of the
Corporation, its property or income, its bonds (including the Bonds), or the interest thereon, which
in the reasonable judgment of the Underwriters would materially affect the market price of the
Bonds.
g45232900vl -14-
If the Corporation shall be unable to satisfy the conditions to the obligations of the
Underwriters to purchase, to accept delivery of, and to pay for the Bonds contained in this Purchase
Contract, or if the obligations of the Underwriters to purchase, to accept delivery of, and to pay for
the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase
Contract shall terminate and be of no further fome or effect, and neither the Underwriters nor the
Cmporation shall be under further obligation hereunder, except that the respective obligations of the
Corporation and the Underwriters set forth in Sections 12, 13, 14, 15, and 17 hereof shall continue
in full force and effect. In addition, the Corporation shall promptly return the corporate check of the
Authorized Representative delivered to the Corporation pursuant to Section 4 hereof.
11. Particular Covenants of the Corporation. The Corporation covenants and agrees
with the Underwriters as follows:
(a) Subject to the limitations contained in paragraph 5(1) hereof, the Corporation
shall cooperate with the Underwriters in amending or supplementing the Official Statement
whenever requested by the Underwriters if, in the reasonable judgment of the Authorized
Representative, such amendment or supplement is required.
(b) The Corporation shall not revise, amend, or supplement the Official
Statement unless such revision, amendment, or supplement has been previously approved
by the Authorized Representative.
(c) The Corporation shall cooperate with the Underwriters and their counsel in
any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws
of such jurisdictions of the United States as the Underwriters may reasonably request, and
to maintain such qualifications in effect until the distribution of the Bonds described in the
Official Statement shall have been completed; provided, however, the Corporation shall not
be required to qualify as a foreign corporation or file a general written consent to suit or to
file a general written consent to service of process in any jurisdiction. The Corporation
consents to the use of the Bond Resolution, the Preliminary Official Statement, and the
Official Statement by the Underwriters in obtaining such qualifications.
(d) Any certificate or other instrument or document signed by an authorized
officer or agent of the Corporation and delivered to the Underwriters pursuant to the terms
and provisions hereof shall be deemed to be a representation and warranty made by the
Corporation to the Underwriters as to the statements made therein.
(e) From and after the date of this Purchase Contract through and including the
time of the Closing, the Corporation will not, without the prior written consent of the
Underwriters, issue any additional bonds, notes, or other obligations for borrowed money,
incur any material liabilities, direct or contingent, payable fi.om or secured by any of the
revenues or assets that will secure the obligations.
~45232900vl -15-
(0 If, at any time prior to the time of the Closing as herein provided, an event
of which the Corporation has knowledge occurs affecting the Corporation which is
materially adverse for the purpose for which the Official Statement is to be used and is not
disclosed in the Official Statement, the Corporation shall notify the Authorized
Representative, and if, in the opinion of the Corporation and the Authorized Representative,
such event requires a supplement or amendment to the Official Statement, the Corporation
shall supplement or amend the Official Statement in a form and in a manner approved by
the Underwriters, counsel to the Underwriters, and Bond Counsel to the Corporation.
12. Survival of Representations. All representations, warranties, and agreements of the
Corporation hereunder or in any certificate delivered pursuant hereto shall remain operative and in
full force and effect, regardless of any investigation made by or on behalf of the Underwriters, and
shall survive the delivery of and payment for the Bonds and any termination of this Purchase
Contract by the Underwriters pursuant to the terms hereof.
13. Payment of Expenses. Costs related to the issuance and sale of the Bonds,
including, but not limited to, costs of preparation, printing, and mailing of the Bonds, the Preliminary
Official Statement, and the Official Statement, the fees and expenses of Coastal Securities and Lotus
Capital Management, L.L.C., the co-financial advisors to the Corporation, any fees and expenses
owed by the City, postage, any costs relating to the redemption of the Refunded Notes, the fees and
costs of Paying Agent/Registrar, the cost of obtaining credit ratings on the Bonds, the fees of the
Attorney General, the Insurer's premiums for the bond insurance policy and surety bond policy
(which may be transmitted by the Authorized Representative to the Insurer as described in Section
I hereof), any other persons retained by the Corporation relating to this transaction, and the fees and
disbursements of Bond Counsel to the Corporation, shall be paid out of the proceeds of the Bonds
or other funds of the Corporation. The Underwriters shall pay for their costs related to the purchase
of the Bonds, including, without limitation, appropriate advertising expenses and the fees and
expenses of their counsel.
14. No Personal Liability. None of the members of the Board, nor any officer, agent,
or employee of the Corporation, shall be charged personally by the Underwriters with any liability,
or be held liable to the Underwriters under any term or provision of this Purchase Contract, or
because of execution or attempted execution, or because of any breach or attempted or alleged
breach, of this Purchase Contract.
15. Continuing Disclosure Agreement. The Corporation will agree in the Bond
Resolution to provide certain periodic information and notices of material events in accordance with
Securities and Exchange Commission Rule 15c2-12, as described in the Official Statement under
"CONTINUING DISCLOSURE OF INFORMATION". The Authorized Representative has
reviewed the agreement as set forth in the Bond Resolution and the Underwriters' obligation to
accept and pay for the Bonds is conditioned upon delivery to the Underwriters or their agent of a
certified copy of the Bond Resolution containing the agreement described under such heading.
#45232900vl -16-
16. Notices. Any notice or other communication to be given to the Corporation under
this Purchase Contract may be given by delivering the same in writing at its address set forth above,
Attention: Chairperson and any notice or other communication to be given to the Underwriters under
this Purchase Contract may be given by delivering the same in writing to: RBC Dain Rauscher Inc.,
1001 Fannin, Suite 700, Houston, Texas 77002 Attention: Mr. Mark Nitcholas.
17. Parties in Interest. This Purchase Contract is made solely for the benefit of the
Corporation and the Underwriters (including the successors or assigns of the Underwriters), and no
other person shall acquire or have any right hereunder or by virtue hereof. This Purchase Contract
shall constitute the entire agreement between us and is made solely for the benefit of the Corporation
and the Underwriters (including successors or assigns of the Underwriters) and no other person shall
acquire or have any right hereunder or by virtue hereof. This Purchase Contract may not be assigned
by the Corporation. All of the Corporation's representations, warranties and agreements contained
in this Purchase Contract shall remain operative and in full force and effect, regardless of(i) any
investigations made by or on behalf of the Underwriters; (ii) delivery of and payment for the Bonds
pursuant to this Purchase Contract; and (iii) any termination of this Purchase Contract.
18. Governing Law and Choice of Law. This Purchase Contract shall be governed by
and construed in accordance with the laws of the State of Texas and the United States of America.
19. Business Day. For purposes of this Purchase Contract, business day means any day
on which the New York Stock Exchange is open for trading.
20. Status of the Underwriters. It is understood and agreed that for all purposes of this
Purchase Contract and the transactions contemplated hereby the Underwriters have, in their role as
underwriters, acted solely as independent contractors and have not acted as a financial or investment
advisor, fiduciary or agent to or for the Corporation, whether directly or indirectly through any
person. The Corporation recognizes that the Underwriters expect to profit from the acquisition and
potential distribution of the Bonds.
21. General. This Purchase Contract may be executed in several counterparts, each of
which shall be regarded as an original and all of which will constitute one and the same instrument.
The section headings of this Purchase Contract are for convenience of reference only and shall not
affect its interpretation. This Purchase Contract shall become effective upon your acceptance hereof
and delivery of a signed copy of this Purchase Contract to the Authorized Representative.
[Execution page followsd
#45232900vl -17-
Very truly yours,
RBC DAIN RAUSCHER INC.
J.P. MORGAN SECURITIES INC.
BY: RBC DAIN RAUSCHER INC.
By:
Title:
Accepted and agreed to as of
the date first above written:
CORPUS CHRISTI BUSINESS AND
JOB DEVELOPMENT CORPOP~.TION
By:
Chairperson, Board of Directors
#45232900vl S-1
Maturity{March
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
SCHEDULE 1
PRICING INFORMATION
Principal Amount Interest Rate
Yield
The Bonds shall be dated October 15, 2002 and interest shall accrue from the date of initial
delivery of the Bonds m the Underwriters and shall be payable initially on March 1, 2003, and each
September 1 and March 1 thereafter until stated maturity or prior redemption.
The City reserves the right to redeem, prior to maturity, those Bonds maturing on and after
March 1,20__, in whole or in part from time to time, on March 1, 20__, and on any date thereafter,
at a price of par plus accrued interest to the date fixed for redemption, and without premium.
g45232900vl Schedule- 1
The City Manager is authorized to secure a bond insurance policy and debt service reserve
surety bond policy for the Bonds from for a combined premium
not to exceed $
#45232900vl Schedule-2
EXHIBIT A
ISSUE PRICE CERTIFICATE
The undersigned hereby certifies with respect to the sale of the "Corpus Christi Business And
Job Development Corporation Sales Tax Revenue Refunding and Improvement Bonds, Series 2002
(Arena Project)" in the aggregate original principal amount of $47,540,000 (the "Bonds") as
follows:
1. The undersigned is the underwriter or the manager of the syndicate of underwriters
which has purchased the Bonds from the Corpus Christi Business and Job Development Corporation
(the "Corporation") at a negotiated sale.
2. The undersigned and/or one or more other members of the underwriting syndicate,
if any, have made a bona fide offering to the public of the Bonds of each stated maturity at the
respective prices set forth below.
3. The initial offering price (expressed as a percentage of principal amount or yield and
exclusive of accrued interest) for the Bonds of each stated maturity at which a substantial amount
(at least 10%) of the Bonds of such stated maturity was sold to the public is as set forth below:
Principal Amount at Year of Offering Price
Stated Maturity ($) Stated Maturity or Yield (%)
#45232900vl
A-1
Principal Amount at Year of Offering Price
Stated Maturity ($) Stated Maturity or Yield (%)
4. The term "public", as used herein, means persons other than bondhouses, brokers,
dealers, and similar persons or organizations acting in the capacity of underwriters or wholesalers.
5. The offering prices described above reflect current market prices at the time of such
sales.
6. The CUSIP number of the Bond with the latest stated maturity is
7. The undersigned understands that the statements made herein will be relied upon by
the Corporation in its efforts to comply with the conditions imposed by the Internal Revenue Code
of 1986, as amended, and by Bond Counsel in rendering their legal opinion concerning the
excludability of interest on the Bonds from the gross income of their owners.
EXECUTED AND DELIVERED this
RBC Dain Rauscher Inc.
By:.
Title:
#45232900vl A-2
EXHIBIT B
Official Statement
#45232900vl B-1
EXHIBIT C
[Supplemental Opinion of Bond Counsel]
November 21, 2002
Corpus Christi Business
and Job Development Corporation
1201 Leopard
Corpus Christi, Texas 78401
City of Corpus Christi, Texas
1201 Leopard
Corpus Christi, Texas 78401
RBC Dain Rauscher Inc.,
as Authorized Representative of
a Group of Underwriters
1001 Fannin, Suite 700
Houston, Texas 77002
Ladies and Gentlemen:
We have served as bond counsel to the Corpus Christi Business and Job Development
Corporation (the "Corporation") in connection with the issuance of the "Corpus Christi Business
and Job Development Corporation Sales Tax Revenue Refunding and Improvement Bonds, Series
2002 (Arena Project)", in the original principal mount of $47,540,000 (the "Bonds") pursuant to
the provisions of a resolution duly adopted by the Board of Directors of the Corporation on
October 7, 2002 (the "Bond Resolution"). The Bond Resolution, the Financing Agreement, the
Purchase Contract, the Project Agreement, and the Agreement are referred to herein as the "Issuer
Documents". Capitalized terms not otherwise defined in this opinion have the meanings assigned
in the hereinafter defmed Purchase Contract.
In our capacity as bond counsel to the Corporation, we have reviewed the following:
1. a certified copy of the Bond Resolution;
an executed counterpart of the Purchase Contract dated October __, 2002 (the
"Purchase Contract") between the Corporation and the Underwriters named in such
Purchase Contract;
an executed counterpart of the Sales Tax Remittance Agreement dated as of October
__, 2002 (the "Financing Agreement") between the Corporation and the City of
Corpus Christi, Texas (the "City");
#45232900vl C-1
an executed counterpart of the Project Agreement dated as of October__, 2002 (the
"Project Agreement") between the Corporation and the City;
an executed counterpart of the Paying Agent/Registrar Agreement dated as of
October__, 2002 (the "Agreement") between the Corporation and JPMorgan Chase
Bank, Dallas, Texas;
6. a copy of the Official Statement dated October __, 2002;
the resolution adopted by the City Council of the City on October __, 2002 (the
"City's Resolution") approving the issuance of the Bonds and authorizing the
execution of and approving the Financing Agreement, the Purchase Contract, and the
Project Agreement;
such other agreements, documents, certificates, opinions, letters, and other papers as
we have deemed necessary or appropriate in rendering the opinions set forth below;
and
Texas Revised Civil Statutes Annotated Article 5190.6, as amended (the "Act"), and
such other provisions of the Constitution and laws of the State of Texas and the
United States of America as we believe necessary to enable us to render the opinions
herein contained.
In making our review, we have assumed the authenticity of all documents and agreements
submitted to us as originals, conformity to the originals of all documents and agreements submitted
to us as certified or photostatic copies, the authenticity of the originals of such latter documents and
agreements, and the accuracy of the statements contained in such documents.
Based upon the foregoing, and subject to the qualifications and exceptions hereinafter set
forth, we are of the opinion that under the applicable laws of the United States of America and the
State of Texas in force and effect on the date hereofi
The Corporation has duly adopted and enacted the Bond Resolution in accordance
with the Act; the Corporation has full legal right, power, and authority to enter into
the Purchase Contract, the Agreement, the Project Agreement, and the Financing
Agreement, to adopt the Bond Resolution, and to issue, sell, and deliver the Bonds
to the Underwriters as provided in the Purchase Contract; the Corporation has duly
authorized and approved the execution and the delivery of, and the performance by
the Corporation of the obligations contained in, the Bonds, the Purchase Contract, the
Agreement, the Project Agreement, the Financing Agreement, and the Bond
Resolution, and all other transactions contemplated by the Official Statement; the
Corporation has complied with, and is in compliance with Texas law in all respects
regarding, the sale, issuance, and delivery of the Bonds, including the provisions
relafmg to its obligations under the Act, the Bond Resolution, the Bonds, the Project
Agreement, the Agreement, the Financing Agreement, and the Purchase Contract;
and assuming the due authorization, execution, and delivery by the other contracting
g45232900vl
C-2
parties to the Issuer Documents, the Bond Resolution and the Issuer Documents
constitute valid, legal, and binding agreements of the Corporation, enforceable in
accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization or other laws relating to or affecting the fights of creditors generally
and general equitable principles.
2. The Refunded Notes had been redeemed and are no longer outstanding.
The Bonds are not subject to registration under the Securities Act of 1933, as
amended, and the Bond Resolution is not required to be qualified under the Trust
Indenture Act of 1939, as amended.
The statements in the Official Statement, insofar as they describe the Bonds and the
Bond Resolution (except for any financial, technical, or statistical data therein), under
the captions "THE BONDS" "REGISTRATION", "TAX MATTERS", "LEGAL
INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS",
"CONTINUING DISCLOSURE OF INFORMATION" (except under the subcaption
"Compliance with Prior Undertakings" as to which no opinion is expressed) and
APPENDIX A are correct as to matters of law and fairly and accurately present the
information purported to be presented therein.
The City is a home rule municipality, a political subdivision of the State of Texas,
and a body politic and corporate, duly created, organized and existing under the laws
of the State of Texas, with full authority to authorize the creation of the Corporation
and to levy and collect the Sales Tax securing the Bonds for the benefit of the
Corporation under the Act.
This opinion is furnished solely for your benefit and may be relied upon only by the
addressees hereof or anyone to whom specific permission is given in writing by us.
Very truly yours,
#45232900vl C-3
EXHIBIT D
[Letterhead of Fulbright & Jaworski L.L.P.]
November 21, 2002
RBC Dain Rauscher Inc.,
as Authorized Representative of
a Group of Underwriters
1001 Fannin, Suite 700
Houston, Texas 77002
Laff~es and Gentlemen:
We have acted as your counsel in connection with the purchase by you on this date of
$47,540,000 original principal amount of "Corpus Christi Business And Job Development
CoIporation Sales Tax Revenue Refunding and Improvement Bonds, Series 2002 (Arena Project)"
(the "Bonds") pursuant to a Purchase Contract dated October __, 2002 (the "Purchase Contract")
between you and the Corpus Christi Business and Job Development Corporation (the
"Corporation"). This opinion is being furnished to you pursuant to Section 8(h)(3) of the Purchase
Contract. Unless otherwise expressly provided herein, capitalized terms used in this opinion shall
have the meanings ascribed to them in the Purchase Contract.
We have examined a printed copy of each of the Preliminary Official Statement and executed
copies of the Bond Resolution, the Financing Agreement, the Project Agreement, the Paying
Agent/Registrar Agreement, the City's Resolution, and the Official Statement, and we have
examined and rely upon certain of the certificates and opinions referred to in Section 8(h) of the
Purchase Contract.
In our examination, we have assumed the authenticity of all documents submitted to us as
originals, the conformity to original copies of all documents submitted to us as certified or
photostatic copies, the authenticity of the originals of such latter documents, and the accuracy of the
statements contained in such certificates.
Based upon the foregoing, and subject to the qualifications and exceptions hereinafter set
forth, we are of the opinion that under applicable laws of the United States of America and the State
of Texas in force and effect on the date hereof:
1. The Bonds are exempted securities within the meaning of the Securities Act of 1933,
as amended, and it is not necessary in connection with the offer and sale of the Bonds to the public
to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Bonds or the
Bond Resolution under the Trust Indenture Act of 1939, as amended. We express no opinion as to
#45232900vl D-1
any requirements as to the registration of any other security or qualification of any other instrument
under such Act.
We have not verified the information contained in the Official Statement. However,
as your counsel we have participated in discussions with respect to the Official Statement with
representatives of the Corporation, McCall, Parkhurst & Horton L.L.P., Bond Counsel, Coastal
Securities and Lotus Capital Management, L.L.C., co-financial advisors to the Corporation, and you,
and, as stated above, we have reviewed the Official Statement. In the course of such discussions and
review, nothing has come to our attention which leads us to believe that the Official Statement
[except with respect to the financial statements and other financial and statistical data included
therein and in the Appendices thereto, including but not limited to the financial statements appearing
in Appendix C thereto (as to which we have not been requested to express a view and as to which
we express no view)] contains any untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading.
In addition to the limitations set forth in the preceding paragraph, we have not been requested
to review, nor have we reviewed, any records or contracts of the Corporation or the basis for any
representations made by representatives of the Corporation, and the foregoing is subject to the
material, statements, and other data contained in the records or contracts of the Corporation and any
such representations, to the extent they are reflected in the Official Statement, not containing any
untrue statement of a material fact or omitting to state a material fact necessary to make the
statements contained in the Official Statement, in light of the circumstances under which they were
made, not misleading.
We express no opinion and make no comment with respect to the sufficiency of the security
for or the marketability of the Bonds.
This opinion is fiunished solely for your benefit and may be relied upon only by the
addressees hereof or anyone to whom specific permission is given in writing by us.
Very truly yours,
#45232900vl D-2
EXHIBIT E
Opinion of City Attorney
November 21, 2002
Corpus Christi Business
and Job Development Corporation
1201 Leopard
Corpus Christi, Texas 78401
RBC Dain Rauscher Inc.,
as Authorized Representative of
a Group of Underwriters
1001 Fannin, Suite 700
Houston, Texas 77002
City of Corpus Christi, Texas
1201 Leopard
Corpus Christi, Texas 78401
McCall, Parkhurst & Horton L.L.P.
717 North Harwood, Suite 900
Dallas, Texas 75201
Fulbright & Jaworski L.L.P.
300 Convent, Suite 2200
San Antonio, Texas 78205
Coastal Securities
5555 San Felipe, Suite 2200
Houston, Texas 77002
Lotus Capital Management, L.L.C.
One Canal Place
365 Canal Street, Suite 1180
New Orleans, Louisiana 70130
Ladies and Gentlemen:
I serve as the City Attorney for the City of Corpus Christi, Texas (the "City") and have acted
as such in connection with the issuance of an aggregate principal amount of $47,540,000 original
principal amount of"Corpus Christi Business and Job Development Corporation Sales Tax Revenue
Refunding and Improvement Bonds, Series 2002 (Arena Project)" (the "Bonds") pursuant to the
provisions ora resolution duly adopted by the Board of Directors of the Corpus Christi Business and
Job Development Corporation (the "Corporation") on October __, 2002 (the "Bond Resolution").
The Bond Resolution, the Financing Agreement, the Purchase Contract, the Project Agreement, and
the Agreement are referred to herein as the "Issuer Documents". Capitalized terms not otherwise
defmed in this letter have the meanings assigned in the Purchase Contract dated October ,2002,
executed between the City and RBC Dain Rauscher Inc., as the authorized representative of the
underwriters (the "Purchase Contract").
In my capacity as City Attorney to the City, I have reviewed the following:
1. a certified copy of the Bond Resolution;
2. an executed counterpart of the Purchase Contract;
~45232900vl E-1
an executed counterpart of the Sales Tax Remittance Agreement dated as of October
__, 2002 (the "Financing Agreement") between the Corporation and the City;
an executed counterpart of the Project Agreement dated as of October __, 2002 (the
"Project Agreement") between the Corporation and the City;
an executed counterpart of the Paying AgenffRegistrar Agreement dated as of
October__, 2002 between the Corporation and JPMorgan Chase Bank, Dallas, Texas
(the "Paying Agent/Registrar Agreement");
6. a copy of the Official Statement dated October __, 2002;
the resolution adopted by the City Council of the City on October __, 2002 (the
"City's Resolution") approving the issuance of the Bonds and authorizing the
execution of and approving the Financing Agreement, the Purchase Contract, and the
Project Agreement;
such other agreements, documents, certificates, opinions, letters, and other papers as
I have deemed necessary or appropriate in rendering the opinions set forth below; and
Texas Revised Civil Statutes Annotated Article 5190.6, as amended (the "Act"), and
such other provisions of the Constitution and laws of the State of Texas and the
United States of America as I believe necessary to enable me to render the opinions
herein contained.
In making my review, I have assumed the authenticity of all documents and agreements
submitted to me as originals, conformity to the originals of all documents and agreements submitted
to us as certified or photostatic copies, the authenticity of the originals of such latter documents and
agreements, and the accuracy of the statement contained in such documents.
Based upon the foregoing, and subject to the qualifications and exceptions hereinafter set
forth, I am of the opinion that under the applicable laws of the United States of America and the
State of Texas in force and effect on the date hereof:
The City has duly adopted and enacted the City's Resolution in accordance with the
Act; the City has full legal right, power, and authority to enter into the Financing
Agreement and the Project Agreement and to adopt the City's Resolution; the City
has duly authorized and approved the execution and the delivery of, and the
performance by the City of the obligations contained in the Financing Agreement and
the Project Agreement and all other transactions contemplated by the Official
Statement; the City has complied with, and is in compliance with Texas law in all
respects regarding, the sale, issuance, and delivery of the Bonds, including the
provisions relating to its obligations under the Act, the City's Resolution, the Bonds,
and the Purchase Contract; and assuming the due authorization, execution, and
delivery by the other contracting parties of the Issuer Documents, the City's
Resolution and the Issuer Documents constitute valid, legal, and binding agreements
#45232900vl E-2
of the City and the Corporation, enforceable in accordance with their respective
terms, subject to bankruptcy, insolvency, reorganization or other laws relating to or
affecting the rights of creditors generally and general equitable principles.
The City is a home role municipality, a political subdivision of the State of Texas,
and a body politic and corporate, duly created, organized and existing under the laws
of the State of Texas, with full authority to authorize the creation of the Corporation
and to levy and collect the Sales Tax securing the Bonds for the benefit of the
Corporation under the Act.
The Corporation is a Texas non-profit corporation duly created by the City with the
authorization and the approval of the City Council of the City, and is duly organized
and validly existing under the provisions of the Act, and is acting on behalf of the
City in accordance with such Act.
All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having
jurisdiction of the matter which are required for the due authorization of, which
would constitute a condition precedent to, or the absence of which would materially
adversely affect the due performance by the Corporation or the City of their
obligations under the Issuer Documents, the Bond Resolution, the City's Resolution,
and the Bonds have been obtained.
Based on reasonable inquiry made of the responsible City employees and public
officials, the City and the Corporation are not, to the best of my knowledge, in breach
of or in default under any applicable law or administrative regulation of the State of
Texas or the United States, or any applicable judgment or decree or any trust
agreement, loan agreement, bond, note, resolution, ordinance, agreement or other
instrument to which the City or the Corporation is party or is otherwise subject and,
to the best of my knowledge after due inquiry, no event has occurred and is
cont'muing which, with the passage of time or the giving of notice, or both, would
constitute such a default by the City or the Corporation under any of the foregoing;
and the execution and delivery of the Bonds and the Issuer Documents and the
adoption of the City's Resolution and the Bond Resolution and compliance with the
provisions of each of such agreements or instruments does not constitute a breach of
or default under any applicable law or administrative regulation of the State of Texas
or the United States or any applicable judgment or decree or, to the best of my
knowledge, any trust agreement, loan agreement, bond, note, resolution, ordinance,
agreement or other instrument to which the City or the Corporation is a party or is
otherwise subject.
There is no legislation, action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, commission, government agency, public board or
body, pending or, to the best knowledge of the City or the Corporation, after due
inquiry threatened against the City or the Corporation, affecting the corporate
existence of the City or the Corporation or the titles of its officers to their respective
~45232900vl E-3
10.
offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or
delivery of the Bonds or the collection of the Sales Tax pledged to the payment of
principal of and interest on the Bonds pursuant to the Resolution or the City's
Resolution or in any way contesting or affecting the validity or enforceability of the
Bonds, the Issuer Documents, or contesting the exclusion from gross income of
interest on the Bonds for federal income tax purposes, or contesting in any way the
completeness or accuracy of the Preliminary Official Statement or the Official
Statement or any supplement or amendment thereto, or contesting the powers of the
Corporation or any authority for the issuance of the Bonds, the adoption of the Bond
Resolution or the City's Resolution or the execution and delivery of the Issuer
Documents, nor, to the best knowledge of the City and the Corporation, is there any
basis therefor, wherein an unfavorable decision, ruling or finding would materially
adversely affect the validity or enforceability of the Bonds, the Bond Resolution, the
City's Resolution, or the Issuer Documents.
To the best of my knowledge and belief, the execution and delivery of the Issuer
Documents and compliance by the City and the Corporation with the provisions
hereof and thereof, under the circumstances contemplated herein and therein, will not
conflict with or constitute on the part of the City and the Corporation a material
breach of or a default under any agreement or instrument to which the City or the
Corporation is a party, or violate any existing law, administrative regulation, order,
or consent decree to which the City or the Corporation is subject.
By official action the City has taken all steps to duly authorize, levy and collect the
Sales Tax and approve the City's Resolution all in accordance with the Act;
Except as disclosed in the Official Statement, no litigation is pending, or to my
knowledge, threatened, in any court, (1) seeking to enjoin the issuance or delivery of
the Bonds or the execution and delivery of the Issuer Documents, or in any way
contesting or affecting the validity or enforcement of the Bonds, the Issuer
Documents, the City's Resolution, or the Bond Resolution, or contesting the powers
of the City or the Corporation or any authority for the issuance of the Bonds, the
execution and delivery of the Issuer Documents, or the levying of the Sales Tax
securing the Bonds, or (2) except as disclosed in the Official Statement, in which a
final adverse decision would materially adversely affect the financial condition of the
City or the Corporation, or (3) contesting in any way the completeness, accuracy, or
fairness of the Official Statement;
The statements in the Official Statement under the captions "INTRODUCTION -
Description of the Corporation", "INVESTMENT POLICY", and "LITIGATION",
and references in other portions of the Official Statement describing the Corporation
and the City fairly and accurately summarize in all material respects the matters
presented therein, and insofar such information relates to matters of law, is tree and
correct.
#45232900vl E-4
In addition, without having undertaken to determine independently the accuracy and
completeness of the statements contained in the Official Statement, during my participation in the
preparation of the Official Statement nothing has come to our attention which would lead us to
believe that the Official Statement (excluding therefrom the financial and statistical data and
forecasts included therein) contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
This opinion is furnished solely for your benefit and may be relied upon only by the
addressees hereof or anyone to whom specific permission is given in writing by me.
Very truly yours,
#45232900vl m-5
2
CITY COUNCIL
AGENDA MEMORANDUM
November 26, 2002
AGENDA ITEM:
Ordinance by the City Council of the City of Corpus Christ, Texas, providing for the issuance of
City of Corpus Christi, Texas, Combination Tax and Municipal Hotel Occupancy Tax Revenue
Certificates of Obligation, Series 2002, in an aggregate principal mount of $31,540,000 and
ordaining other matters relating to the subject.
ISSUE:
On June 29, 1999, the City Council adopted an ordinance to impose an additional two percent
Municipal Occupancy Tax to finance the renovation and expansion of the Convention Center.
These bonds will be paid for by a pledge of the two percent Municipal Occupancy Tax and also have
a general obligation pledge of the City and its ad valorem taxes sufficient for payment of debt
service.
REQUIRED COUNCIL ACTION:
City Council approval of the Ordinance providing for the issuance of $31,540,000 City of Corpus
Christi, Texas, Combination Tax and Municipal Hotel Occupancy Tax Revenue Certificates of
Obligation, Series 2002, and ordaining other matters relating to the subject.
PREVIOUS COUNCIL ACTION:
On April 17, 2001, City Council approved a motion that approved the selection of the Financial
Advisor, M. E. Allison & Co., Inc.; Senior Managing Underwriter, A. G. Edwards; Co-Managing
Underwriter, Loop Capital Markets; and Bond Counsel, McCall, Parkhurst, & Horton.
On September 24, 2002, City Council approved Resolution # 025031 expressing official intent to
publish notice of intention to issue City of Corpus Christi, Texas, Combination Tax and Municipal
Hotel Occupancy Tax Revenue Certificates of Obligation, Series 2002; for the purpose of funding
renovations and improvements to the Convention Center.
RECOMMENDATION:
City Staffrecommends approval of the Ordinance providing for the issuance of $31,540,000 City of
Corpus Christi, Texas, Combination Tax and Municipal Hotel Occupancy Tax Revenue Certificates
of Obligation, Series 2002, and ordaining other matters relating to the subject.
(I~feSt~: Of Financial Services)
BACKGROUND INFORMATION
On November 7, 2000, voters approved the 1/8-cent sales tax increase for a multi-purpose arena
facility for $25,000,000-$35,000,000.
On April 17, 2001, City Council approved a motion that approved the selection of the Financial
Advisor, M. E. Allison & Co., Inc.; Senior Managing Underwriter, A. G. Edwards; Co-Managing
Underwriter, Loop Capital Markets; and Bond Counsel, McCall, Parkhurst, & Horton.
On September 9, 2002, City Council approved a Resolution expressing official intent to reimburse
costs of Corpus Christi Convention Center Improvement Project.
On October 5 and 12, 2002, notices were published in the Corpus Christi Caller-Times of the
intention to issue City of Corpus Christi, Texas, Combination Tax and Municipal Hotel Occupancy
Tax Revenue Certificates of Obligation, Series 2002; for the purpose of funding renovations and
improvements to the Convention Center.
~ority of
pus.
--~-- -----' Chfisn
DATE
TO
THROUGH
FROM
SUBJECT
November 21, 2002
David Garcia, City Manager
Jorge Cmz-Aedo, Assistant City Manager
Lee Dumbauld, Finance Director ~
$31,540,000 Convention Cemer HOT Tax COs, Series 2002
The City priced the Convention Center HOT Tax COs today. The overall tree interest
cost on the bonds is 4.748% which indicates that the City's bonds traded very well in the
market.
City of Corpus Christi, Texas
Department of Financial Services
Convention Center Renovation and Expansion Budget and Project Sizing
Needs Assessment
Construction (95% DD estimate)
Streets
Mechanical share
10% Contingency
Roof Repairs
FFE
Architect and Engineer
Engineering Reimbursement
Geotechnical
Project Management
PM Construction Phase (1)
1.25% Art
Materials testing and lab
November 21~ 2OO2
$ 163,384
24,000,000
400,000
1,500,000
2,287,000
1,000,000
500,000
2,044,066
118,000
12,000
486,000
1,510,055
100,000
65,000
34,185,505
HOT fund balance contribution
Interest on bond proceeds
Project expenditures to date
(702,250)
(427,750)
(924,168)
(2,054,168)
Funding requirement
11/22/2002 11:06AM ConventionCenter.proje~ buxlget.flnal.112102.xis
City of Corpus Christi, Texas
Department of Financial Services
Convention Center HOT Tax Debt Service & Cash Flow
November 21, 2002
Fl~,al Year
Beginning Fund
Oid DS Freed Up Ending Fund
HOT TIX D~M Servk;e for CF Interest Earnings ~limce
2003 $ 1,751,105 $ 1,775,961
2004 3,095,195 1,829,240
2005 2,512,358 1,884,117
2006 1,991,311 1,940,641
2007 1,650,831 1,998,860
2008 1,565,132 2,058,826
2009 1,537,888 2,120,590
2010 1,574,779 2,184,208
2011 1,673,034 2,249,734
2012 1,840,364 2,317,226
2013 2,080,910 2,386,743
2014 2,397,567 2,458,345
2015 2,792,189 2,532,096
2016 3,269,064 2,608,059
2017 3,837,512 2,686,300
2018 4,497,050 2,766,889
2019 5,252,665 2,849,896
2020 6,109,815 2,935,393
2021 7,074,440 3,023,455
2022 8,152,981 3,114,158
2023 9~347~526 3~207~583
$ 475,649 $ $ 43,778 $ 3,095,195
2,489,456 77,380 2,512,358
2,487,473 19,500 62,809 1,991,311
2,491,254 160,350 49,783 1,650,831
2,492,279 366,450 41,271 1,565,132
2,491,648 366,450 39,128 1,537,888
2,488,596 366,450 38,447 1,574,779
2,491,773 366,450 39,369 1,673,034
2,490,680 366,450 41,826 1,840,364
2,489,140 366,450 46,009 2,080,910
2,488,558 366,450 52,023 2,397,567
2,490,113 366,450 59,939 2,792,189
2,491,475 366,450 69,805 3,269,064
2,487,788 366,450 81,727 3,837,512
2,489,150 366,450 95,938 4,497,050
2,490,150 366,450 112,426 5,252,665
2,490,513 366,450 131,317 6,109,815
2,489,963 366,450 152,745 7,074,440
2,488,225 366,450 176,861 8,152,981
2,489,888 366,450 203,825 9,347,526
2~490~750 366,450 233~688 10,664,497
$ 50,274,521
SOURCES AND USES OF FUNDS
CITY OF CORPUS CHRISTI, TEXAS
Comb'marion Tax and Municipal Hotel Occupancy Tax
Cenifiemes of Obligetiun, Series 2002
Dated Date ] 1/01/2002
Delivery Date 12/23/2002
Bond ~:
Par Amount 31,540,000.00
Accrued htlexes! 206,114.46
Original lssu~ Discount -54,811.10
Premium 1,169,795.40
32,861,098.76
Uses:
Project Fund Deposits:
Project Fund 23,109,216.00
Project Fund- Contingency 2,287,000.00
A & E 2,644,066.00
Geoteelmieal 12,000.00
Project Management 486,000.00
PM Construction Phas~ (1) 1,510,055.00
Material Testing & Labora~ry 65,000.00
FFE 500,000.00
Mechanical Share 1,500,000.00
Engineering Re'nnbumement 118~000.00
32,131,337.00
Other Fund Deposits:
Aeerut, d Interest 206,114.46
Delivery Date Expenses:
Cost of Issuance
Underw~te~s Dis~ount
Bond lnsuranc~ 622%)
230,000.00
180,985.20
110~603.94
521,589.14
Other Uses of Funds:
Contingency
2,058.16
32,861,098.76
No~: Final Numbe~ (23580)
Nov 21, 2002 3:59 pm Prepared by A~G. Edwards & S~aa, Inc. (PRL) (Corpus Christi:HOTEL-NM2002) Page 1
BOND SU~v~RY STATISTICS
CITY OF CORPUS CHRISTI, TEXAS
Com~mation T~x and Municipal Hotel Occupancy T~x
Ce~ificetes of Obligation, Series 2002
Dated Date
Delive~ Date
First Coupon
Last Maturity
11/01/2002
12/23/2002
03/01/2003
09/01/2022
ArWmage Yield
Tree Interest Co~t (TIC)
Net lmereat Cost (NIC)
All-la TIC
Average Coupon
4.404292%
4.664346%
4.774582%
4.748236%
5.025106%
Average Life (yeats)
11.676
Total Interest
Net Ia~r~t
Bond yea~ from Dated Date
Bond Y~ars f~om Deliver] Date
Total Debt Ser~ie~
Maximum Asm~ Debt Service
Average Annual Debt Service
31,540,000.00
32,861,098.76
18,734,516.94
17,800,517.84
372,818,335.33
368,262,555.56
50,274,516.94
2,492,278.76
2,542,977.55
Par Average Average
Bond Component Value Price Coupon Life
Serial Bond 27,940,000.00 103.072 4.949% 11350
Term Bond 3,600,000.00 107.126 5.500% 14.203
31,540,000.00 11.676
AIF In Arb~age
TIC TlC Yield
Pat Value 31,540,000.00
+ Accrued Imerest 206,114.46
+ l~mium (Discoum) 1, I ! 4,984.30
- Underwriters Discount -180,985.20
- Cost of Issuance Expense
- Other Amounts - I 10,603.94
31,540,000.00
206,114.46
1,11~984.30
-180,985.20
-230,000.00
-110,603.94
31,540,000.00
206,114.46
1 ,I 14,984.30
-110,603.94
Target Value 32,569,509.62 32,339,509.62 32,750,494.82
Target Da~e 12/23/2002 12/23/2002 12/23/2002
Yield 4.664346% 4.748236% 4.404292%
Note: Final Numbers (23580)
Nov 21, 2002 3:59 pm Prepared by A.G. Edwards & Sons, In¢, (PRL) (corpus Chrieti:HOTEL-NM2~02) Page 4
3
CITY COUNCIL
AGENDA MEMORANDUM
November 26, 2002
AGENDA ITEM:
Appropriating $1,626,418 from Reserve for Convention Center Expansion in the
Hotel Occupancy Tax Fund 1030, authorizing the transfer of $1,626,418 to the 3181
Convention Center 2002 CIP Fund; appropriating $34,185,505 in the 3181
Convention Center 2002 ClP Fund: $32,131,337 from the Combination Tax and
Municipal Hotel Occupancy Tax Revenue Certificates of Obligation, Series 2002,
$1,626,418 from the Hotel Occupancy Tax Fund 1030 and $427,750 from
anticipated interest earnings in the 3181 Convention Center 2002 ClP Fund, to fund
the construction and expansion of the Convention Center.
BACKGROUND:
The City Council has authorized the issuance and sale of Combination Tax and
Hotel Occupancy Tax Certificates of Obligation to fund the construction and
expansion of the Convention Center. The COs are supported by the additional 2%
tax authorized by the City Council on June 29, 1999 and general property taxes. In
addition, occupancy tax receipts already collected and anticipated interest earnings
will be appropriated and used to fund construction. Following is a summary of the
funds to be appropriated:
Amount From To
$ 1,626,418
Reserve for Convention Cntr. Expansion
(Hotel Occupancy Tax Fund 1030)
CIP Bond Fund 3181
$32,131,337
Sale of Certificates of Obligation
CIP Bond Fund 3181
$ 427,750
$34,185,505
Interest Eamings
CIP Bond Fund 3181
RECOMMENDATION: Approval of Ordinance as submitted
Ma/k L. Mc~ani~]
Director of Management and Budget
Ordinance X
ORDINANCE
APPROPRIATING $1,626,418 FROM RESERVE FOR CONVENTION CENTER
EXPANSION IN THE HOTEL OCCUPANCY TAX FUND 1030, AUTHORIZING THE
TRANSFER OF $1,626,418 TO THE CONVENTION CENTER 2002 CIP FUND;
APPROPRIATING $34,185,505 IN THE CONVENTION CENTER 2002 CIP FUND:
$32,131,337 FROM THE COMBINATION TAX AND MUNICIPAL HOTEL
OCCUPANCY TAX REVENUE CERTIFICATES OF OBLIGATION, SERIES 2002,
$1,626,418 FROM THE HOTEL OCCUPANCY TAX FUND 1030 AND $427,750 FROM
ANTICIPATED INTEREST EARNINGS IN THE CONVENTION CENTER 2002 CIP
FUND, TO FUND THE CONSTRUCTION AND EXPANSION OF THE CONVENTION
CENTER.; AND DECLARING AN EMERGENCY.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS:
SECTION 1. That $1,626,518 is appropriated from the Reserve for Convention Center
Expansion in the Hotel Occupancy Tax Fund 1030, authorizing the transfer of $1,626,518 to the
Convention Center 2002 CIP Fund; appropriating $34,185,505 in the Convention Center 2002
CIP Fund: $32,131,337 from the Combination Tax and Municipal Hotel Occupancy Tax
Revenue Certificates of Obligation, Series 2002, $1,626,418 from the Hotel Occupancy Tax
Fund 1030 and $427,750 from anticipated interest earnings in the Convention Center 2002 CIP
Fund, to fund the construction and expansion of the Convention Center.
SECTION 2. That upon written request of the Mayor or five Council members, copy attached,
the City Council (1) finds and declares an emergency due to the need for immediate action
necessary for the efficient and effective administration of City affairs and (2) suspends the
Charter role that requires consideration of and voting upon ordinances at two regular meetings so
that this ordinance is passed and takes effect upon first reading as an emergency measure this the
__ day of ,2002.
ATTEST:
THE CITY OF CORPUS CHRISTI
Armando Chapa
City Secretary
Legal form approved
James R. Bray, Jr.
City Attorney
By: ~-.'~ ~
Lisa Aguilar
Assistant City Attorney
Samuel L. Neal, Jr.
Mayor
2/I ,2002
4
AGENDA MEMORANDUM
November 26, 2002
SUBJECT: Bayfront Convention Center Expansion / Rehabilitation (Project No. 4198)
AGENDA ITEM: Motion authorizing the City Manager, or his designee, to execute
Amendment No. 1 to the Construction Manager at Risk contract with Moorhouse -
Beecroft, Joint Venture, LLC establishing a Guaranteed Maximum Price of $25,000,000
for construction of the Bayfront Convention Center Expansion / Rehabilitation Project,
subject to the appropriation of funds.
FUNDING: Funding will be provided by the sale of bond.
RECOMMENDATION: Approval of the motion as presented.
Harold K. Peterson
Director of Convention Facilities
~Z;~/~ngel R. Escobar, P. E.
Director of Engineering Services
ADDITIONAL INFORMATIONL
Exhibit A.
Exhibit B.
Exhibit C.
Background Information
Contract Summary
Location Map
BACKGROUNDINFORMATION
ADDITIONAL INFORMATION:
The amendment establishes the Guaranteed Maximum Price (GMP) for the Bayfront
Convention Center Expansion / Rehabilitation Project. The GMP is the maximum amount
that Construction Manager will receive for achieving Final Completion of the project. The
actual pdce will be determined when the Construction Manager receives subcontractor and
trade bids. City staff will witness the bid opening which will be conducted in accordance
with the requirements of the Local Government Code.
The only modification to the GMP would be in the case of additions and deductions by
written Change Order. Change orders would be primarily for concealed conditions or
owner initiated enhancements. All subcontract costs, reimbursable costs, or other costs
of any kind incurred by Construction Manager in connection with the Project in excess of
the GMP are the sole responsibility of the Construction Manager. The City Engineer, or his
designee, will work with the Construction Manager on value engineering to reduce the
contract price by written Change Order should the total costs exceed the GMP. Value
engineering to reduce total cost will be restricted to those areas that do not impact the
project scope, architectural quality, appearance or functionality of the project. The City will
receive 100% of any savings less than the GMP.
PRIOR COUNCIL ACTION: ~
The Arena and Convention Center projects have involved a number of complex actions.
Some of the significant actions by Council include:
June 29, 1999 - Ordinance increasing the Hotel-Motel Occupancy Tax Rate from 7% to 9%
(Ord. No. 023684).
February 8, 2000 - Motion awarding project management contract in the amount of
$486,000 to Gilbane Building Company for the Bayfront Convention Center Expansion and
Rehabilitation project (M2000-039).
November 14, 2000 - Ordinance canvassing returns and declaring the results of the
Special Election held on November 7, 2000,, in the City of Corpus Christi for the adoption
of seven propositions; adoption and levying a sales and use tax pursuant to Section 4A of
the Development Corporation Act as approved by the voters in Propositions 4 and 5 (Ord.
No. 024269).
January 23, 2001 - Ordinance appropriating and advancing $900,000 for the Arena project
(Ord. No. 024346).
January 30, 2001 - Ordinance appropriating $583,600 from anticipated revenues of the 2%
Hotel Occupancy Tax and transferring $583,600 to the No. 3180 Convention Center
Capital Improvement Fund (Ord. No. 024348).
January 30, 2001 - Motion awarding an architectural services contract to Thompson,
Ventulett, Stainback and Associates, Inc. For the multi-purpose arena and Bayfront
[Pagelof31EXHIBITA
H:\HOME\KEVINS\GEN\CONVCTR\EXPANSIO\CMAmd#1 .bkg.doc
Convention Center Expansion and Rehabilitation projects providing that $1,383,600 is
currently authorized with the remaining balance of $3,093,250 being authorized only upon
appropriation of funds (M2001-034)
February 13, 2001 - Ordinance appropriating $900,000 from increased revenues generated
by the 1/8 cent sales tax increase for the Multi-Purpose Arena Facility.
February 13, 2001 - Ordinance rescinding Ordinance No. 024346 which appropriated
$900,000 from the Unreserved Fund Balance of the Hotel Motel Occupancy Tax Fund;
advancing $900,000 to and appropriating in the No. 3275 Arena Facility CIP Fund.
February 20, 2001 - Motion authorizing Amendment No. 2 with Gilbane Building Company
in the amount of $281,000 for construction management services during the design phase
of the Multipurpose Arena and Bayfront Convention Center Expansion and Rehabilitation
projects (M2001-080).
July 24, 2001 -Ordinance adopting the FY2001-2002 Budget and appropriating funds as
set forth (Ord. No. 024528).
Auqust 21, 2001 - Council approval of the Corpus Chdsti Business and Job Development
Board resolution to issue a $5 million note for the land acquisition associated with the
Multipurpose Arena and authorization to issue the notes on (Res. No. 024551 ).
Auqust 28, 2001 -
· Authorization to submit a grant application for an Economic Development Initiative
Special Project in the amount of $498;~,~01 for land acquisition to expand the Bayfront
Arts and Sciences Park (Res. No. 0245,63);
· Authorization to execute all documents necessary to accept and implement an
Economic Development Initiative Special Project for land acquisition to expand the
Bayfront Arts and Sciences Park (M200'1-339);
· Appropriation of $498,900 subject to'approval by the U. S. Housing and Urban
Development in the No. 1050 Federal State Grant§ Fund for the FY2001 Economic
Development Initiative Special Project for land acquisition to expand the Bayfront Arts
and Sciences Park (Ord. No. 024564);
· Authorization to execute an earnest money contract in the amount of $250,000 for
acquisition of Lots I - 12, Block 72, Beach Addition with TRT Development Company
for a purchase price of $3,319,084 (M2001-340).
September 11, 2001 - Motion authorizing the'City Manager, or his designee, to execute a
geotechnical investigation and study in the ~mount of $39,880.00 with Fugro South, Inc.,
for the Multipurpose Arena and Convention Center Expansion/Rehabilitation project
(M2001-346). .::.i. ~ .
October 30, 2001 - Ordinance appropriating~$5;000,000 from loan proceeds into the Arena
Facility Fund No. 3275 for Multipurpose Arblna land acquisition, amending Ordinance No.
024162 which adopted the FY2000-2001 Capital Budget by increasing appropriations by
$5,000,000; and declaring an emergency. ~
November 13, 2001 - Motion authorizing the City Manager, or his designee, to execute
Amendment No. 1 to the architectural services contract with Thompson, Ventulett,
Stainback & Associates, Inc., in an amount not to exceed $78,300 for wind tunnel studies
of the Corpus Christi Bayfront Convention Center and Multipurpose Arena (M2001-424).
September 9, 2002 -
a. Ordinance appropriating $425,000 from the Hotel Occupancy Tax Fund No. 1030 un-
EXHIBIT A
Page 2 of 3
H:~HOME\KEVINS\GEN\CONVCTR\EXPANSlO\C MAmd#1 .bkg.doc
appropriated fund balance (HB 1655 Convention Center Expansion/Renovation
proceeds); authorizing the transfer of $425,000 and appropriating $425,000 in the
Convention Center Expansion/Renovation Capital Fund No. 3180 and declaring an
emergency (Ord. # 025003)
b. Motion authorizing the City Manager, or his designee, to execute Amendment No. 2 in
an amount not to exceed $736,465 to the architectural services contract with
Thompson, Ventulett, Stainback & Associates, Inc., for additional design and
construction phase services for the Corpus Christi Bayfront Convention Center and
Multipurpose Arena (M2002-292)
PRIOR ADMINISTRATIVE ACTIONS:
July 31,2000 - Award of Amendment No. 1 in the amount of $7,500 to Gilbane Building
Company for architectural selection assistance for the multi-purpose arena.
November 4, 2002 - Award of a contract in the amount of $8,800 to Shiner Moseley and
Associates for the development of the Convention Center Expansion and Multipurpose
Arena Traffic Control Plan.
November 12, 2002 - Award of a contrac~ in the amount of $2,800 to MEI Govind for
survey services associated with partial cloture, of Shoreline Boulevard.
November 12, 2002 - Award of a contra~:t in the amount of $10,500 to Laurence &
Associates for the Multi-Purpose Arena Pile Load Test.
H:\HOME\KEVINS\GEN~CONVCTR\EXPANSIO\CMAmd#1 .bkg.doc
EXHIBIT A
Page 3 of 3
CONTRACT SUMMARY
Amendment No. 1
City/Construction Manager-At-Risk
Bayfmnt Convention Center Expansion And Rehabilitation Project
Article 14.2, Guaranteed Maximum Price and Article 14.2.1 Amount of GMP are amended to read:
14.2 Guaranteed Maximum Price. The Construction Manager shall submit to the City a proposed
Guaranteed Maximum Pdce (GMP) pdor to the receipt of subcontractor and trade bids. If and when approved
by City, the proposed GMP shall become the GMP for the Project and shall be entered in subparagraph 14.2.1
herein and be evidenced in writing as an amendment to the contract. The GMP shall be the maximum amount
that Construction Manager shall receive for achieving Final Completion in strict accordance with the Contract
Documents and performance of all the Work and the Services required by the Contract Documents, subject
to additions and deductions by written Change Order. All Subcontract Costs, Reimbursable Costs, or other
costs of any kind incurred by Construction Manager in connection with the Project in excess of the GMP shall
be paid by Construction Manager without reimbursement by City unless otherwise compensable by written
Change Order pursuant to the Contract Documents. The City Engineer, or his designee, will work with the
Construction Manager on value engineering to reduce the contract price by written Change Order should afl
subcontract costs, reimbursable costs, or other costs of any kind exceed the GMP. Should the combined sum
of final Subcontract Costs, Reimbursable Expenses, and Construction Phase Fee be less than the GMP, the
resulting savings shall be assigned to the City.
14.2.1 Amount Of GMP. The amount of the GMP shall be Twenty Five Million and no/xx Dollars
($ 25,000,000.00).
All other terms and conditions of the August 27, 2002 contract, as amended, between the City and Consultant
will remain in full force and effect.
H:~HOME~KEVINS\GEN~CONVCTR\EXPANSIO\CM@RlskAmd 1 .Summary.doc
Exhibit B
Page I of I
File : councilexhibits\
NUECES BAY
PROJECT
LOCATZON
LOCATION MAP
NOT TO SCALE
N
N
CZTY PROJECT No. 4198
VICINITY t4AP
NOT TO SCALE
CONVENTION CENTER EXPANSION AND
RENOVATION CONSTRUCTION fIIANAGER
AT RISK AWARD
CITY OF CORPUS CHRIST~, TEXAS
EXHZBIT "C"
CZTY COUNC%L EXH%B%T
DEPAR~T OF ~GINE£RING SERHC~
PA~E: I of 1
~: 11-26-2002