HomeMy WebLinkAbout032118-C ORD - 05/19/2020ORDINANCE NO. 032118 — C
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF ITS GENERAL
IMPROVEMENT AND/OR REFUNDING BONDS IN ONE OR MORE
SERIES (AS DESIGNATED BY PURPOSE AND SERIES); LEVYING A
CONTINUING DIRECT ANNUAL AD VALOREM TAX FOR THE
PAYMENT OF THE BONDS; PRESCRIBING THE FORM, TERMS,
CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND
RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF ONE OR
MORE SERIES OF BONDS, INCLUDING THE APPROVAL AND
DISTRIBUTION OF ONE OR MORE OFFICIAL STATEMENTS
PERTAINING THERETO; AUTHORIZING THE EXECUTION OF ONE
OR MORE ESCROW AGREEMENTS, PAYING AGENT/REGISTRAR
AGREEMENTS AND PURCHASE CONTRACTS EACH PERTAINING TO
A SERIES OF BONDS; COMPLYING WITH THE PROVISIONS OF THE
DEPOSITORY TRUST COMPANY'S LETTER OF REPRESENTATIONS;
DELEGATING THE AUTHORITY TO CERTAIN CITY OFFICIALS AND
STAFF TO APPROVE AND EXECUTE CERTAIN DOCUMENTS
RELATING TO THE SALE OF EACH SERIES OF BONDS; ENACTING
OTHER PROVISIONS INCIDENT AND RELATED TO THE SUBJECT
AND PURPOSE OF THIS ORDINANCE; AND PROVIDING FOR AN
EFFECTIVE DATE
WHEREAS, the City Council (the Governing Body) of the City of Corpus Christi, Texas
(the Issuer or the City) has heretofore issued, sold, and delivered, and there are currently
outstanding (i) obligations in the aggregate original principal amount of $60,580,000, being the
obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to
this ordinance (the Refunded Obligations); and
WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government
Code (Chapter 1207), the Governing Body is authorized to issue refunding bonds and deposit the
proceeds of sale under an escrow agreement to provide for the payment of the Refunded
Obligations, and such deposit, when made in accordance with Chapter 1207, shall constitute the
making of firm banking and financial arrangements for the discharge and final payment of the
Refunded Obligations; and
WHEREAS, Chapter 1207 permits that the deposit of the proceeds from the sale of the
refunding bonds be deposited directly with any designated escrow agent which is not the
depository bank of the Issuer; and
WHEREAS, when firm banking arrangements have been made for the payment of principal
of and interest to the stated maturity or redemption dates of the Refunded Obligations, then the
Refunded Obligations shall no longer be regarded as outstanding except for the purpose of
receiving payment from the funds provided for such purpose and may not be included in or
considered to be an indebtedness of the Issuer for the purpose of a limitation on outstanding
indebtedness or taxation or for any other purpose; and
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WHEREAS, BOKF, NA, Austin, Texas currently serves as'the paying agent for the 2013
Refunded Obligations as disclosed on Schedule I hereto, and The Bank of New York Mellon Trust
Company, N.A., Dallas, Texas currently serves as the paying agent for the 2012 Refunded
Obligations and the 2012 Taxable Refunded Obligations as disclosed on Schedule I hereto; and
WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (which
is not the depository bank of the City), is hereby appointed as the Escrow Agent (hereinafter
defined) and as the Paying Agent/Registrar (hereafter defined) for the bonds; and
WHEREAS, the Governing Body also hereby finds and determines that the Refunded
Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20)
years from the date of the refunding bonds herein authorized and being issued to realize debt
service savings, and such refunding will result in a gross savings of $9,002,841.77 and a net present
value savings of $8,438,014.46 (13.928713%); and
WHEREAS, the Governing Body hereby finds and determines that, pursuant to applicable
Texas law, the delegation to a Pricing Officer with the authority to execute an Approval Certificate
(a form of which is attached hereto as Schedule II) to approve the final terms of each series of
Bonds as set forth in respective Approval Certificate is in the best interest of the City; and
WHEREAS, the Governing Body has determined that the issuance of general improvement
bonds is in the best interest of the City and its residents; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI
THAT:
SECTION 1: Authorization — Designation — Principal Amount — Purpose. General
improvement refunding bonds of the Issuer shall be and are hereby authorized to be issued in the
aggregate principal amount of SIXTY SEVEN MILLION THREE HUNDRED TWENTY
THOUSAND AND NO/100 DOLLARS ($67,320,000) to be designated and bear the title "CITY
OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS,
TAXABLE SERIES 2020C" (the Bonds), for the purpose of (i) accomplishing the refunding of
the Refunded Obligations; and (ii) paying the costs of issuing the Bonds, in conformity with the
laws of the State of Texas, particularly Chapters 1207 and 1371, as amended, Texas Government
Code, the Home Rule Charter of the Issuer, and this ordinance (the Ordinance) adopted by the
Governing Body on May 19, 2020.
As authorized by Chapter 1207 and Chapter 1371, as amended, Texas Government Code
(Chapter 1371), each Pricing Officer (defined herein) is hereby authorized, appointed, and
designated as the officers of the Issuer authorized to act on behalf of the Issuer in selling and
delivering one or more series of general improvement and/or refunding bonds as authorized herein
and carrying out the procedures specified in this Ordinance, including approval of the following
terms and provisions for each series of general improvement and/or refunding bonds:
A. whether such series of bonds shall be issued as general improvement, refunding, or
improvement and refunding bonds, and if refunding or general improvement and refunding bonds,
the identification and selection from the Refunding Candidates (defined herein) of those Issuer
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obligations to be included as the Refunded Obligations refunded with the proceeds of such series
of bonds;
B. the style of each series of bonds, which style indicates (with respect to each series
of bonds) the use of proceeds thereof, calendar year of issuance, and (if necessary or desired) a
letter or other sequential identification indicating that multiple series of bonds of the same or
similar type have been or will be issued hereunder during a particular calendar year;
C. the aggregate principal amount of each series of bonds, as well as the principal
amount of each stated maturity within a series of bonds;
D. the rate of interest to be borne on the principal amount of each stated maturity
within a series of bonds and the interest payment dates for such series of bonds;
E. the Bond Date for each series of bonds;
F. whether such series of bonds is sold pursuant to a competitive or negotiated sale
based upon the advice of the Issuer's financial advisor;
G. the optional, extraordinary optional, and mandatory redemption provisions
applicable, if at all, to each series of bonds;
H. whether or not to issue such series of bonds on a taxable or tax-exempt basis and,
if on a tax-exempt basis, subject to market conditions at the time of pricing and sale of such series
of bonds;
I. the pricing of each series of bonds, including use of premium, discount,
underwriters' compensation, and costs of issuance; and
J. approval, replacement, or confirmation, as applicable, of the underwriting
syndicate of the applicable series of bonds, to consist of one (1) or more financial institutions
included in the Issuer's approved underwriters pool, and the establishment or confirmation, as
applicable, of the respective roles of the members of such syndicate, which approval, replacement,
and establishment (if any) shall supersede prior action or actions of the Governing Body
concerning the same.
The Bonds shall be issued within the following parameters:
A. the principal amount of the Bonds issued hereunder shall not exceed $190,100,000,
being the sum of "new money" Bonds (determined as the amount of principal of such Bonds
allocated to the authorization approved by voters of the City at the Election) in the principal amount
not to exceed $96,000,000, and "refunding" Bonds (determined as the amount of principal of such
Bonds allocated to the refunding of the Refunded Obligations) in the principal amount not to
exceed $94,100,000;
B. the maximum maturity of any series of Bonds shall not occur later than March 1,
2040;
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C. the true interest cost on each series of Bonds shall not exceed a rate greater than
5.0% per annum;
D. the refunding of the Refunded Obligations by the Bonds shall produce net present
value savings, determined on a comparative basis to the prior debt service on Refunded Obligations
then being refunded by the Bonds, of at least 3.0%; and
E. the final series of Bonds hereunder issued shall be sold on or before May 19, 2021
(though the initial delivery of a particular series of Bonds may occur within a reasonable period of
time occurring thereafter, as determined by a Pricing Officer).
Any Pricing Officer, acting for and on behalf of the Issuer, is authorized, with respect to a
series of bonds, to complete and execute an Approval Certificate, in substantially the form attached
hereto as Schedule II. The execution of the Approval Certificate shall evidence the sale date of
each series of Bonds by the Issuer to the initial purchasers thereof in accordance with the provisions
of Chapter 1207 and Chapter 1371 and as set forth in Schedule II. Upon execution of an Approval
Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the
issuance of a series of Bonds pursuant to the delegated authority granted hereunder and to reflect
such final terms for such series of Bonds, which includes (A) completion of the preamble to this
Ordinance, included deletion of those recitals that are not applicable to the particular series of
Bonds then being issued, (B) selection of the appropriate terms to reflect the final transaction
structure and terms of sale evidenced in an applicable Approval Certificate, (C) if applicable,
completion of Schedule I with those Refunding Candidates selected as Refunded Obligations to
be refunded with the proceeds a particular series of Bonds issued as refunding bonds or refunding
and improvement bonds, and (D) such other necessary technical modifications to this Ordinance
(including the renumbering of sections hereof) to accommodate all other terms and provisions of
this Section 1. In addition to the foregoing, each Pricing Officer is authorized to execute, as the
act and deed of the Issuer and on behalf of the Governing Body, any and all contracts, agreements,
letters, and certificates, relative to any series of Bonds that may be required by this Ordinance, as
supplemented in the manner described above, or determined to be necessary or advisable in
connection with an issuance of Bonds hereunder. It is further provided, however, that
notwithstanding the foregoing provisions, the Bonds shall not be delivered unless prior to delivery,
the Bonds have been rated by a nationally recognized rating agency for municipal securities in one
(1) of the four (4) highest rating categories for long term obligations, as required by Chapter 1371.
SECTION 2: Fully Registered Obligations — Authorized Denominations — Stated
Maturities — Interest Rates — Bond Date. The Bonds are issuable in fully registered form only,
shall be dated July 1, 2020 (the Bond Date), shall be issued in denominations of $5,000 or any
integral multiple thereof (within a Stated Maturity), and shall be lettered "R" and numbered
consecutively from One (1) upward. The Bonds shall become due and payable on March 1 in each
of the years and in the amounts and bear interest at the rates per annum, in accordance with the
following schedule:
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Year of Principal Interest
Stated Maturity Amount ($) Rate (%)
2021 1,000,000 0.586
2022 700,000 0.686
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Year of Principal Interest
Stated Maturity Amount ($) Rate (%)
2027 4,630,000 1.522
2028 6,305,000 1.687
2029 8,260,000 1.787
2030 8,405,000 1.837
2031 8,860,000 1.937
2032 9,020,000 2.037
2033 9,195,000 2.087
2034 2,805,000 2.187
2035 2,860,000 2.237
2036 2,930,000 2.337
2037 1,805,000 2.387
2038 545,000 2.487
The Bonds shall bear interest on the unpaid principal amounts from the Closing Date
(anticipated to occur on or about July 15, 2020), or from the most recent Interest Payment Date
(hereinafter defined) to which interest has been paid or duly provided for, to Stated Maturity or
prior redemption, while Outstanding, at the rates per annum shown in the above schedule
(calculated on the basis of a 360 -day year of twelve 30 -day months). Interest on the Bonds shall
be payable on March 1 and September 1 in each year (each, an Interest Payment Date),
commencing March 1, 2021, while the Bonds are Outstanding.
SECTION 3: Payment of Bonds — Paying Agent/Registrar. The principal of, premium, if
any, and the interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or
otherwise, shall be payable to the Holder (hereinafter defined), appearing on the registration and
transfer books maintained by the Paying Agent/Registrar (hereinafter defined), in any coin or
currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts, and such payment of principal of, premium, if any, and
interest on the Bonds shall be without exchange or collection charges to the Holder of the Bonds.
The selection and appointment of The Bank of New York Mellon Trust Company, N.A.,
Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the
Bonds is hereby approved and confirmed, and the Issuer agrees and covenants to cause to be kept
and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the
Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein,
in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached
hereto in substantially final form as Exhibit A, and such reasonable rules and regulations as the
Paying Agent/Registrar and the Issuer may prescribe. The Issuer covenants to maintain and
provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor
Paying Agent/Registrar shall be (i) a national or state banking institution, or (ii) an association or
a corporation organized and doing business under the laws of the United States of America or of
any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall
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be subject to supervision or examination by federal or state authority and shall be authorized by
law to serve as a Paying Agent/Registrar.
The Issuer reserves the right to appoint a successor Paying Agent/Registrar upon providing
the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating
such agency. Additionally, the Issuer agrees to promptly cause a written notice of this substitution
to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which
notice shall also give the address of the corporate office of the successor Paying Agent/Registrar.
Principal of, premium, if any, and interest on the Bonds, due and payable by reason of
Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the
Bonds (the Holder or Holders) appearing on the Security Register maintained on behalf of the
Issuer by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter
defined) for purposes of paying interest thereon, (ii) on the date of surrender of the Bonds for
purposes of receiving payment of principal thereof upon redemption of the Bonds or at the Bonds'
Stated Maturity, and (iii) on any other date for any other purpose. The Issuer and the Paying
Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes
of receiving payment and all other purposes whatsoever, and neither the Issuer nor the Paying
Agent/Registrar, or any agent of either, shall be affected by notice to the contrary.
Principal of and premium, if any, on the Bonds, shall be payable only upon presentation
and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on
the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of
business on the fifteenth (15`h) day of the month next preceding the Interest Payment Date for the
Bonds (the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of
payment by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the
address of the Holder appearing in the Security Register, or (ii) by such other method, acceptable
to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense.
If the date for the payment of the principal of, premium, if any, or interest on the Bonds
shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city
where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is
not such a day. The payment on such date shall have the same force and effect as if made on the
original date any such payment on the Bonds was due.
In the event of a non-payment of interest on a scheduled Interest Payment Date, and for
thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date)
will be established by the Paying Agent/Registrar, if and when funds for the payment of such
interest have been received from the Issuer. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (the Special Payment Date --which shall be
fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior
to the Special Record Date by United States mail, first-class postage prepaid, to the address of each
Holder appearing on the Security Register at the close of business on the last business day next
preceding the date of mailing of such notice.
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SECTION 4: Redemption.
A. Optional Redemption of Bonds. The Bonds having Stated Maturities on and after
March 1, 2031 shall be subject to redemption prior to Stated Maturity, at the option of the Issuer,
on March 1, 2030 or on any date thereafter, in whole or in part, in principal amounts of $5,000 or
any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the
Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of
redemption.
B. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for
the redemption of the Bonds (unless a shorter notification period shall be satisfactory to the Paying
Agent/Registrar), the Issuer shall notify the Paying Agent/Registrar of its decision to exercise the
right to redeem the Bonds, the principal amount of each Stated Maturity to be redeemed, and the
date set for the redemption thereof. The decision of the Issuer to exercise the right to redeem the
Bonds shall be entered in the minutes of the governing body of the Issuer.
C. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same
Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select
at random and by lot the Bonds to be redeemed, provided that if less than the entire principal
amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond then subject
to redemption as representing the number of Bonds Outstanding which is obtained by dividing the
principal amount of such Bond by $5,000.
D. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for
the Bonds, the Paying Agent/Registrar shall cause a notice of redemption to be sent by United
States mail, first-class postage prepaid, in the name of the Issuer and at the Issuer's expense, to
each Holder of a Bond to be redeemed in whole or in part at the address of the Holder appearing
on the Security Register at the close of business on the business day next preceding the date of
mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to
have been duly given irrespective of whether received by the Holder. This notice may also be
published once in a financial publication, journal, or reporter of general circulation among
securities dealers in the City of New York, New York (including, but not limited to, The Bond
Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The
Texas Bond Reporter).
All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify
the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the
principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds,
or the portion of the principal amount thereof to be redeemed, shall become due and payable on
the redemption date specified, and the interest thereon, or on the portion of the principal amount
thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify
that payment of the redemption price for the Bonds, or the principal amount thereof to be
redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon
presentation and surrender thereof by the Holder.
If a Bond is subject by its terms to redemption and has been called for redemption and
notice of redemption thereof has been duly given or waived as hereinabove provided, such Bond
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(or the principal amount thereof to be redeemed) so called for redemption shall become due and
payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof
to be redeemed) at the then applicable redemption price is held for the purpose of such payment
by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on
the Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to
accrue, and such Bonds shall not be deemed to be Outstanding.
E. Transfer/Exchange of Bonds. Neither the Issuer nor the Paying Agent/Registrar
shall be required (i) to transfer or exchange any Bond during a period beginning forty-five (45)
days prior to the date fixed for redemption of the Bonds, or (ii) to transfer or exchange any Bond
selected for redemption; provided, however, such limitation of transfer shall not be applicable to
an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption
in part.
SECTION 5: Execution — Registration. The Bonds shall be executed on behalf of the
Issuer by its Mayor under the seal of the Issuer reproduced or impressed thereon and attested by
its City Secretary. The signature of either of said officers on the Bonds may be manual or
facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time
of the Bond Date, the proper officers of the Issuer shall bind the Issuer, notwithstanding that such
individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to
the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government
Code.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts
of the State of Texas or his duly authorized agent by manual signature, or a certificate of
registration substantially in the form provided in Section 8D, executed by the Paying
Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive
evidence, and the only evidence, that such Bond has been duly certified or registered and delivered.
SECTION 6: Registration — Transfer — Exchange of Bonds — Predecessor Bonds. A
Security Register relating to the registration, payment, transfer, or exchange of the Bonds shall at
all times be kept and maintained by the Issuer at the corporate trust office of the Paying
Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security
Register the name and address of each Holder of the Bonds issued under and pursuant to the
provisions of this Ordinance. Any Bond may, in accordance with its terms and the terms hereof,
be transferred or exchanged for Bonds of other authorized denominations upon the Security
Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to
the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or
request for exchange duly executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of any Bond at the corporate trust office of the Paying
Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the
designated transferee or transferees, one or more new Bonds executed on behalf of, and furnished
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by, the Issuer of authorized denominations and having the same Stated Maturity and of a like
interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds may be exchanged for other Bonds of authorized
denominations and having the same Stated Maturity, bearing the same rate of interest, and of like
aggregate principal amount as the Bonds surrendered for exchange, upon surrender of the Bonds
to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds
are so surrendered for exchange, the Issuer shall execute and the Paying Agent/Registrar shall
register and deliver new Bonds executed on behalf of, and furnished by, the Issuer to the Holder
requesting the exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate
trust office of the Paying Agent/Registrar, or be sent by United States registered mail to the Holder
at his request, risk, and expense and, upon the delivery thereof, the same shall be the valid and
binding obligations of the Issuer, evidencing the same obligation to pay, and entitled to the same
benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without expense
or service charge to the Holder, except as otherwise herein provided, and except that the Paying
Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any
tax or other governmental charges required to be paid with respect to such transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be "Predecessor Bonds", evidencing all or a portion, as the case may be, of the
same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or
transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and
delivered pursuant to Section 16 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall
be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond.
SECTION 7: Initial Bond. The Bonds herein authorized shall be issued initially either
(i) as a fully registered Bond in the total principal amount of $67,320,000 with principal
installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one
(1) fully registered Bond for each year of Stated Maturity in the applicable principal amount,
interest rate, and denomination and to be numbered consecutively from T-1 and upward (the Initial
Bond) and, in either case, the Initial Bond shall be registered in the name of the Purchasers or the
designee thereof. The Initial Bond shall be the Bond submitted to the Office of the Attorney
General of the State of Texas for approval and certified and registered by the Office of the
Comptroller of Public Accounts of the State of Texas. At any time after the delivery of the Initial
Bond to the Purchasers, the Paying Agent/Registrar, upon written instructions from the Purchasers,
or his or their designee, shall cancel the Initial Bond delivered hereunder and exchange therefor
definitive Bonds of authorized denominations, Stated Maturities, principal amounts, and bearing
applicable interest rates, and shall be lettered "R" and numbered consecutively from one (1)
upward, for transfer and delivery to the Holders named and at the addresses identified therefor; all
pursuant to and in accordance with and pursuant to such written instructions from the Purchasers,
or the designee thereof, and such other information and documentation as the Paying
Agent/Registrar may reasonably require.
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SECTION 8: Forms.
A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and
the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set
forth in this Section with such appropriate insertions, omissions, substitutions, and other variations
as are permitted or required by this Ordinance and may have such letters, numbers, or other marks
of identification (including identifying numbers and letters of the Committee on Uniform
Securities Identification Procedures of the American Bankers Association) and such legends and
endorsements (including insurance legends and any reproduction of an opinion of Bond Counsel)
thereon as may, consistent herewith, be established by the Issuer or determined by the officers
executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond
may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the
Bond.
The definitive Bonds shall be printed, lithographed, or engraved or produced in any other
similar manner, all as determined by the officers executing the Bonds as evidenced by their
execution thereof, but the Initial Bond submitted to the Attorney General of the State of Texas may
be typewritten or photocopied or otherwise reproduced.
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B. Form of Definitive Bond.
REGISTERED
REGISTERED PRINCIPAL AMOUNT
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF NUECES, ARANSAS, KLEBERG, AND SAN PATRICIO
CITY OF CORPUS CHRISTI, TEXAS
GENERAL IMPROVEMENT REFUNDING BOND, TAXABLE SERIES 2020C
Bond Date:
July 1, 2020
REGISTERED OWNER:
Interest Rate:
Stated Maturity: CUSIP No.:
PRINCIPAL AMOUNT: DOLLARS
The City of Corpus Christi, Texas (the Issuer), a body corporate and municipal corporation
located primarily in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas,
for value received, acknowledges itself indebted to and hereby promises to pay to the order of the
Registered Owner named above or the registered assigns thereof, on the Stated Maturity date
specified above, the Principal Amount stated above (or so much thereof as shall not have been paid
upon prior redemption) and to pay interest on the unpaid Principal Amount hereof (computed on
the basis of a 360 -day year of twelve 30 -day months) from the Closing Date (anticipated to occur
on or about July 15, 2020), or from the most recent Interest Payment Date (hereinafter defined) to
which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity,
at the per annum rate specified above; such interest being payable on March 1 and September 1 of
each year (each, an Interest Payment Date), commencing March 1, 2021.
Principal and premium, if any, of this Bond shall be payable to the Registered Owner hereof
(the Holder), upon presentation and surrender, at the corporate trust office of the Paying
Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest
shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the
Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the
Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth (15th)
day of the month next preceding the Interest Payment Date. All payments of principal of,
premium, if any, and interest on this Bond shall be in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts.
Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate
date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the
address appearing in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense.
This Bond is one of the series specified in its title issued in the aggregate principal amount
of $67,320,000 (the Bonds) pursuant to an ordinance adopted by the Governing Body of the Issuer
100104912.3
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(the Ordinance), for the purpose of (i) accomplishing the refunding of the Refunded Obligations;
and (ii) paying the costs of issuing the Bonds, under and in strict conformity with the laws of the
State of Texas, particularly Chapters 1207 and 1371, as amended, Texas Government Code, the
Home Rule Charter of the Issuer, and the Ordinance.
As stated in the Ordinance, the Bonds stated to mature on and after March 1, 2031 may be
redeemed prior to their Stated Maturities, at the option of the Issuer, on March 1, 2030, or on any
date thereafter, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof
(and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at
the redemption price of par plus accrued interest to the date of redemption; provided, however,
that at least thirty (30) days' prior written notice shall be sent to the Holder of the Bonds to be
redeemed by United States mail, first-class postage prepaid, and subject to the terms and provisions
relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated
Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in
installments of $5,000 or any integral multiple thereof may be redeemed and, if less than all of the
principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder
hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office,
a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations
provided in the Ordinance for the then unredeemed balance of the principal sum hereof.
If this Bond (or any portion of the principal sum hereof) shall have been duly called for
redemption and notice of such redemption has been duly given, then upon such redemption date
this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and
payable, and, if money for the payment of the redemption price and the interest accrued on the
principal amount to be redeemed to the date of redemption is held for the purpose of such payment
by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after
the redemption date on the principal amount hereof to be redeemed. If this Bond is called for
redemption, in whole or in part, the Issuer or the Paying Agent/Registrar shall not be required to
issue, transfer, or exchange this Bond within forty-five (45) days of the date fixed for redemption;
provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder
of the unredeemed balance hereof in the event of its redemption in part.
The Bonds of this series are payable from the proceeds of an ad valorem tax levied, within
the limitations prescribed by law, upon all taxable property within the Issuer.
Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust
office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of the
Issuer and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be
redeemed or discharged at or prior to its Stated Maturity and deemed to be no longer Outstanding
thereunder; and for the other terms and provisions thereof. Capitalized terms used herein without
definition have the same meanings assigned in the Ordinance.
100104912.3
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As provided in the Ordinance and subject to certain limitations contained therein, this Bond
is transferable on the Security Register of the Issuer, upon surrender of this Bond for transfer at
the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by
the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered
Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest,
and of the same aggregate principal amount will be issued to the designated transferee or
transferees.
The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder
hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof
for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as
the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its
redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other
purposes, and neither the Issuer nor the Paying Agent/Registrar, or any such agent of either, shall
be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a
Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the
payment of such interest have been received from the Issuer. Notice of the Special Record Date
and of the scheduled payment date of the past due interest (the Special Payment Date - which shall
be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior
to the Special Record Date by United States mail, first-class postage prepaid, to the address of each
Holder appearing on the Security Register at the close of business on the last business day next
preceding the date of mailing of such notice.
It is hereby certified, covenanted, and represented that all acts, conditions, and things
required to be performed, exist, and be done precedent to or in the issuance of this Bond in order
to render the same a legal, valid, and binding obligation of the Issuer have been performed, exist,
and have been done, in regular and due time, form, and manner, as required by the laws of the
State of Texas and the Ordinance, and that the issuance of this Bond does not exceed any
constitutional or statutory limitation; and that due provision has been made for the payment of the
principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In case
any provision in this Bond or any application thereof shall be deemed invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of
this Bond and the Ordinance shall be construed in accordance with and shall be governed by the
laws of the State of Texas.
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IN WITNESS WHEREOF, the Issuer has caused this Bond to be duly executed under its
official seal.
ATTEST:
City Secretary
(CITY SEAL)
IOOI04912 3
CITY OF CORPUS CHRISTI, TEXAS
Mayor
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C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Bond Only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER OF §
PUBLIC ACCOUNTS
§ REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
*NOTE TO PRINTER: Do Not Print on Definitive Bonds.
D. *Form of Registration Certificate of Paying Agent/Registrar to Appear on
Definitive Bonds Only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued under the provisions of the within -mentioned Ordinance;
the Bond or Bonds of the above -entitled and designated series originally delivered having been
approved by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts, as shown by the records of the Paying Agent/Registrar.
Registered this date:
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Dallas, Texas, as
Paying Agent/Registrar
*NOTE TO PRINTER: Print on Definitive Bonds.
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By:
Authorized Signature
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print
or typewrite name, address, and zip code of transferee):
(Social Security or other identifying number):
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration
thereof, with full power of substitution in the premises.
DATED:
NOTICE: The signature on this assignment must
correspond with the name of the registered owner as it
appears on the face of the within Bond in every particular.
Signature guaranteed:
100104912.3
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F. Form of Initial Bond. The Initial Bond shall be in the form set forth in subsection
B of this Section, except that the form of a single fully registered Initial Bond shall be modified as
follows:
(1) immediately under the name of the Bond the headings "Interest Rate " and
"Stated Maturity " shall both be completed "as shown below"; and
(2) the first (1st) two (2) paragraphs shall read as follows:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
The City of Corpus Christi, Texas (the Issuer), a body corporate and municipal corporation
located primarily in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas,
for value received, acknowledges itself indebted to and hereby promises to pay to the order of the
Registered Owner named above (the Holder), or the registered assigns thereof, on the first (1st)
day of March in each of the years and in principal amounts and bearing interest at per annum rates
in accordance with the following schedule:
Year of Stated Maturity
Principal Amount ($) Interest Rate (%)
(Information to be inserted from schedule in Section 2 hereof).
(or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the
unpaid principal installments hereof from the Closing Date (anticipated to occur on or about July
15, 2020), or from the most recent Interest Payment Date (hereinafter defined) to which interest
has been paid or duly provided, to the earlier of redemption or Stated Maturity, at the per annum
rates of interest specified above, computed on the basis of a 360 -day year of twelve 30 -day months;
such interest being payable on March 1 and September 1 of each year (each, an Interest Payment
Date), commencing March 1, 2021.
Principal of this Bond shall be payable to the Holder hereof, upon presentation and
surrender, to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office
of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying
Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the
Security Register maintained by the Paying Agent/Registrar at the close of business on the Record
Date, which is the fifteenth (15th) day of the month next preceding the Interest Payment Date. All
payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency
of the United States of America which at the time of payment is legal tender for the payment of
public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or
prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the
Holder hereof at the address appearing in the Security Register or by such other method, acceptable
to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense.
100104912 3
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G. Insurance Legend. If bond insurance is obtained by the Issuer or the Purchasers
(hereinafter defined), the definitive Bonds and the Initial Bond shall bear an appropriate legend as
provided by the bond insurer to appear under the following header:
[BOND INSURANCE]
SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in
this Section have the meanings assigned to them in this Section, certain terms used in Sections 17
and 38 of this Ordinance have the meanings assigned to them in such Sections, and all such terms,
include the plural as well as the singular; (ii) all references in this Ordinance to designated
"Sections" and other subdivisions are to the designated Sections and other subdivisions of this
Ordinance as originally adopted; and (iii) the words "herein", "hereof', and "hereunder" and other
words of similar import refer to this Ordinance as a whole and not to any particular Section or
other subdivision.
A. The term Authorized Official shall mean the City Manager, each Assistant City
Manager, Chief Financial Officer, Director of Financial Services, City Secretary, and City
Attorney of the City.
B. The term Bond Fund shall mean the special fund created and established by the
provisions of Section 10 of this Ordinance.
C. The term Closing Date shall mean the date of physical delivery of the Initial Bond
in exchange for the payment in full by the Purchasers.
D. The term Debt Service Requirements shall mean, as of any particular date of
computation, with respect to any obligations and with respect to any period, the aggregate of the
amounts to be paid or set aside by the Issuer as of such date or in such period for the payment of
the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations;
assuming, in the case of obligations without a fixed numerical rate, that such obligations bear
interest at the maximum rate permitted by the terms thereof and further assuming in the case of
obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal
amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory
redemption provisions applicable thereto.
E. The term Depository shall mean an official depository bank of the Issuer.
F. The term Government Securities, as used herein, shall mean: (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by, the
United States of America; (ii) noncallable obligations of an agency or instrumentality of the United
States, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than "AAA" or its equivalent;
(iii) noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the issuer
100104912.3
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adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to
investment quality by a nationally recognized investment rating firm not less than "AAA" or its
equivalent; or (iv) any additional securities and obligations hereafter authorized by the laws of the
State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds.
G. The term Holder or Holders shall mean the registered owner, whose name appears
in the Security Register, for any Bond.
H. The term Interest Payment Date shall mean the date semiannual interest is payable
on the Bonds, being March 1 and September 1 of each year, commencing March 1, 2021, while
any of the Bonds remain Outstanding.
L The term Issuer shall mean the City of Corpus Christi, Texas, located in the
Counties of Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the
Governing Body of the Issuer.
J. The term Ordinance shall mean this ordinance adopted by the Governing Body of
the Issuer on May 19, 2020.
K. The term Outstanding when used in this Ordinance with respect to Bonds shall
mean, as of the date of determination, all Bonds issued and delivered under this Ordinance, except:
(1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying
Agent/Registrar for cancellation;
(2) those Bonds for which payment has been duly provided by the Issuer in
accordance with the provisions of Section 18 of this Ordinance; and
(3) those Bonds that have been mutilated, destroyed, lost, or stolen and replacement
Bonds have been registered and delivered in lieu thereof as provided in Section 16 of this
Ordinance.
L. The term Pricing Officer shall mean either of the City Manager, the Chief Financial
Officer, or the Director of Financial Services of the City (which shall include any person serving
in the foregoing capacity on an interim or non -permanent basis)
M. The term Purchasers shall mean the initial purchasers of the Bonds named in
Section 20 of this Ordinance.
N. The term Refunding Candidates shall mean the following obligations of the City
from which the Refunded Obligations are selected by a Pricing Officer:
(1) City of Corpus Christi, Texas General Improvement Bonds, Series 2012, dated
January 1, 2012, in the original principal amount of $44,695,000, and stated to mature on
March 1 in each of the years 2022 through 2032, in the aggregate principal amount of
$32,335,000, to be redeemed on March 1, 2021;
100104912.3
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(2) City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue
Certificates of Obligation, Series 2012 (AMT), dated August 15, 2012, in the original
principal amount of $5,990,000, and stated to mature on March 1 in each of the years 2024
through 2033, March 1, 2035, and March 1, 2037, in the aggregate principal amount of
$4,210,000, to be redeemed on March 1, 2022;
(3) City of Corpus Christi, Texas General Improvement Refunding Bonds, Series
2012B (Airport Refunding - Non -AMT), dated July 1, 2012, in the original principal
amount of $9,880,000, and stated to mature on March 1 in each of the years 2024 through
2030, in the aggregate principal amount of $8,785,000, to be redeemed on March 1, 2022;
(4) City of Corpus Christi, Texas General Improvement Refunding Bonds, Series
2012C, dated December 1, 2012, in the original principal amount of $29,855,000, and
stated to mature on March 1, 2023, in the aggregate principal amount of $2,250,000, to be
redeemed on March 1, 2022;
(5) City of Corpus Christi, Texas General Improvement Refunding Bonds, Taxable
Series 2012, dated December 1, 2012, in the original principal amount of $107,660,000,
and stated to mature on March 1 in each of the years 2024 through 2028, March 1, 2032,
and March 1, 2038, in the aggregate principal amount of $38,085,000, to be redeemed on
March 1, 2022; and
(6) City of Corpus Christi, Texas General Improvement Bonds, Series 2013, dated
June 1, 2013, in the original principal amount of $82,025,000, and stated to mature on
March 1 in each of the years 2024 through 2033, in the aggregate principal amount of
$51,800,000, to be redeemed on March 1, 2023.
O. The term Series 2020A Bonds shall mean the "City of Corpus Christi, Texas
General Improvement Bonds, Series 2020A", authorized and issued pursuant to an ordinance
adopted concurrently herewith.
P. The term Series 2020E Bonds shall mean the "City of Corpus Christi, Texas
General Improvement Refunding Bonds, Series 2020B (Forward Delivery)", authorized and issued
pursuant to an ordinance adopted concurrently herewith.
Q. The term Stated Maturity shall mean the annual principal payments of the Bonds
payable on March 1 of each year, as set forth in Section 2 of this Ordinance.
SECTION 10: Bond Fund - Investments. For the purpose of paying the interest on and to
provide a sinking fund for the payment, redemption, and retirement of the Bonds, there shall be
and is hereby created a special fund to be designated "CITY OF CORPUS CHRISTI, TEXAS
GENERAL IMPROVEMENT REFUNDING BONDS, TAXABLE SERIES 2020C, INTEREST
AND SINKING FUND" (the Bond Fund), which fund shall be kept and maintained at the
Depository, and money deposited in such fund shall be used for no other purpose and shall be
maintained as provided in Section 17. Authorized Officials of the Issuer are hereby authorized
and directed to make withdrawals from the Bond Fund sufficient to pay the principal of and interest
on the Bonds as the same become due and payable and shall cause to be transferred to the Paying
100104912.3
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Agent/Registrar from money on deposit in the Bond Fund an amount sufficient to pay the amount
of principal and/or interest stated to mature on the Bonds, such transfer of funds to the Paying
Agent/Registrar to be made in such manner as will cause immediately available funds to be
deposited with the Paying Agent/Registrar on or before the last business day next preceding each
interest and principal payment date for the Bonds.
Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund
established pursuant to the provisions of this Ordinance may, at the option of the Issuer, be placed
in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual
agreements as permitted by the provisions of the Public Funds Investment Act, as amended,
Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit
Insurance Corporation) by obligations of the type hereinafter described, or be invested, as
authorized by any law, including investments held in book -entry form, in securities including, but
not limited to, direct obligations of the United States of America, obligations guaranteed or insured
by the United States of America, which, in the opinion of the Attorney General of the United
States, are backed by its full faith and credit or represent its general obligations, or invested in
indirect obligations of the United States of America, including, but not limited to, evidences of
indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land
Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks,
Government National Mortgage Association, Small Business Administration, Federal National
Mortgage Association, Federal Home Loan Mortgage Corporation, or Federal Housing
Administration; provided that all such deposits and investments shall be made in such a manner
that the money required to be expended from any fund will be available at the proper time or times.
All interest and income derived from deposits and investments in such fund shall be credited to,
and any losses debited to, such fund. All such investments shall be sold promptly when necessary
to prevent any default in connection with the Bonds.
SECTION 11: Levy of Taxes — Surplus Bond Proceeds. To provide for the payment of
the Debt Service Requirements on the Bonds being (i) the interest on the Bonds, and (ii) a sinking
fund for their redemption at Stated Maturity or a sinking fund of two percent (2%) (whichever
amount shall be the greater), there shall be and there is hereby levied for the fiscal year
commencing October 1, 2020 and each succeeding year thereafter while the Bonds or any interest
thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on
each one hundred dollars' ($100) valuation of taxable property in the Issuer, adequate to pay such
Debt Service Requirements, full allowance being made for delinquencies and costs of collection;
said tax shall be assessed and collected each year and applied to the payment of the Debt Service
Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and
collected shall be paid into the Bond Fund and are thereafter pledged to the payment of the Bonds.
The Governing Body hereby declares its purpose and intent to provide and levy a tax legally and
fully sufficient to pay the said Debt Service Requirements, it having been determined that the
existing and available taxing authority of the Issuer for such purpose is adequate to permit a legally
sufficient tax in consideration of all other outstanding indebtedness.
Accrued interest, if any, received from the Purchasers of the Bonds shall be deposited to
the Bond Fund, and ad valorem taxes levied and collected for the benefit of the Bonds shall be
deposited to the Bond Fund. Any surplus proceeds from the sale of the Bonds, including
100104912.3
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investment income thereon, not expended for authorized purposes shall be deposited in the Bond
Fund, and such amounts so deposited shall reduce the sum otherwise required to be deposited in
the Bond Fund from ad valorem taxes.
SECTION 12: Security for Funds. All money on deposit in the funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested as
provided herein) shall be secured in the manner and to the fullest extent required by the laws of
the State of Texas for the security of public funds, and money on deposit in such funds shall be
used only for the purposes permitted by this Ordinance.
SECTION 13: Remedies in Event of Default. In addition to all the rights and remedies
provided by the laws of the State of Texas, the Issuer covenants and agrees particularly that in the
event the Issuer: (i) defaults in the payments to be made to the Bond Fund; or (ii) defaults in the
observance or performance of any other of the covenants, conditions, or obligations set forth in
this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued
by a court of proper jurisdiction compelling and requiring the Governing Body of the Issuer and
other officers of the Issuer to observe and perform any covenant, condition, or obligation
prescribed in this Ordinance.
No delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver of any such default or acquiescence
therein, and every such right and power may be exercised from time to time and as often as may
be deemed expedient. The specific remedies herein provided shall be cumulative of all other
existing remedies and the specification of such remedies shall not be deemed to be exclusive.
SECTION 14: Notices to Holders — Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States mail, first-class postage prepaid, to the address
of each Holder appearing in the Security Register at the close of business on the business day next
preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Bonds or Holders. Where this Ordinance provides for notice
in any manner, such notice may be waived in writing by the Holder entitled to receive such notice,
either before or after the event with respect to which such notice is given, and such waiver shall
be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
SECTION 15: Cancellation. All Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled
by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent/Registrar and, if not
already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Issuer may at
any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or
registered and delivered which the Issuer may have acquired in any manner whatsoever, and all
100104912.3
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Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds
held by the Paying Agent/Registrar shall be destroyed as directed by the Issuer.
SECTION 16: Mutilated, Destroyed, Lost and Stolen Bonds. If: (i) any mutilated Bond is
surrendered to the Paying Agent/Registrar, or the Issuer and the Paying Agent/Registrar receive
evidence to their satisfaction of the destruction, loss, or theft of any Bond; and (ii) there is delivered
to the Issuer and the Paying Agent/Registrar such security or indemnity as may be required to save
each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent/Registrar
that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and, upon the
Issuer's request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity
and interest rate and of like tenor and principal amount, bearing a number not contemporaneously
Outstanding.
In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to
become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such
Bond. Upon the issuance of any new Bond, or payment in lieu thereof, under this Section, the
Issuer may require payment by the Holder of a sum sufficient to cover any tax or other
governmental charge imposed in relation thereto and any other expenses and charges (including
attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith.
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen
Bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the
mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen
Bonds.
SECTION 17: Taxable Obligations. The Bonds are not "state or local bonds" within the
meaning of section 103(a) and (c) of the Internal Revenue Code of 1986, as amended; therefore,
the interest on the Bonds is not excludable from the gross income of the holders thereof for federal
income tax purposes.
SECTION 18: Satisfaction of Obligation of Issuer. If the Issuer shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest
on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes
levied and all covenants, agreements, and other obligations of the Issuer to the Holders shall
thereupon cease, terminate, and be discharged and satisfied.
Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when: (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date
therefor, together with all interest due thereon, shall have been irrevocably deposited with and held
in trust by the Paying Agent/Registrar, or an authorized escrow agent; and/or (ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities mature as to principal and interest in such
amounts and at such times as will insure the availability, without reinvestment, of sufficient
100104912.3
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money, together with any money deposited therewith, if any, to pay when due the principal of and
interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity
thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements
therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof.
In the event of a defeasance of the Bonds, the Issuer shall deliver a certificate from its financial
advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third
party concerning the deposit of cash and/or Government Securities to pay, when due, the principal
of, redemption premium (if any), and interest due on any defeased Bonds. To the extent applicable,
if at all, Issuer covenants that no deposit of money or Government Securities will be made under
this Section and no use made of any such deposit which would cause the Bonds to be treated as
arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 17).
Any money so deposited with the Paying Agent/Registrar, and all income from
Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent,
pursuant to this Section which is not required for the payment of the Bonds, or any principal
amount(s) thereof, or interest thereon with respect to which such money has been so deposited
shall be remitted to the Issuer or deposited as directed by the Issuer. Furthermore, any money held
by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and
remaining unclaimed for a period of three (3) years after the Stated Maturity or applicable
redemption date of the Bonds, such money was deposited and is held in trust to pay shall upon the
request of the Issuer be remitted to the Issuer against a written receipt therefor, subject to the
unclaimed property laws of the State of Texas.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided
that any determination not to redeem defeased Bonds that is made in conjunction with the payment
arrangements specified in clause (i) or (ii) above shall not be irrevocable, provided that: (1) in the
proceedings providing for such defeasance, the Issuer expressly reserves the right to call the
defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of
the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation
be included in any redemption notices that it authorizes; and (4) at the time of the redemption,
satisfies the conditions of clause (i) or (ii) above with respect to such defeased debt as though it
was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after
taking the redemption into account in determining the sufficiency of the provisions made for the
payment of the defeased Bonds.
SECTION 19: Ordinance a Contract — Amendments — Outstanding Bonds. The Issuer
acknowledges that the covenants and obligations of the Issuer herein contained are a material
inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the
Holders from time to time, be binding on the Issuer, and its successors and assigns, and it shall not
be amended or repealed by the Issuer so long as any Bond remains Outstanding except as permitted
in this Section. The Issuer may, without the consent of or notice to any Holders, from time to time
and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders,
including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In
addition, the Issuer may, with the written consent of Holders holding a majority in aggregate
principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of
the provisions of this Ordinance; provided, however, that, without the consent of all Holders of
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Outstanding Bonds, no such amendment, addition, or rescission shall: (1) extend the time or times
of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal
amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way
modify the terms of payment of the principal of, premium, if any, or interest on the Bonds; (2) give
any preference to any Bond over any other Bond; or (3) reduce the aggregate principal amount of
Bonds required for consent to any such amendment, addition, or rescission.
SECTION 20: Sale of the Bonds — Approval of Purchase Contract — Use of Bond Proceeds
— Official Statement Approval. The Bonds authorized by this Ordinance are hereby sold by the
Issuer to UBS Financial Services Inc., San Antonio, Texas, as the authorized representative of a
group of underwriters (the Purchasers), having all the rights, benefits, and obligations of a Holder,
in accordance with the provisions of a Purchase Contract, dated June 24, 2020, attached hereto as
Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The
Initial Bond shall be registered in the name of UBS Financial Services Inc. The pricing and terms
of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably
obtainable by the Issuer. Each Pricing Officer is hereby authorized and directed to execute the
Purchase Contract for and on behalf of the Issuer and as the act and deed of this Governing Body,
and in regard to the approval and execution of the Purchase Contract, the Governing Body hereby
finds, determines, and declares that the representations, warranties, and agreements of the Issuer
contained in the Purchase Contract are true and correct in all material respects and shall be honored
and performed by the Issuer. Delivery of the Bonds to the Purchasers shall occur as soon as
practicable after the adoption of this Ordinance, upon payment therefor in accordance with the
terms of the Purchase Contract.
Furthermore, the Issuer hereby ratifies, confirms, and approves in all respects (i) the
Issuer's prior determination that the Preliminary Official Statement was, as of its date, '`deemed
final" in accordance with the Rule (hereinafter defined), and (ii) the use and distribution of the
Preliminary Official Statement by the Purchasers in connection with the public offering and sale
of the Bonds. The final Official Statement, being a modification and amendment of the
Preliminary Official Statement to reflect the terms of sale, referenced in the Purchase Contract
(together with such changes approved by a Pricing Officer), shall be and is hereby in all respects
approved, and the Purchasers are hereby authorized to use and distribute the final Official
Statement, dated June 24, 2020, in the reoffering, sale and delivery of the Bonds to the public. The
Mayor and City Secretary of the Issuer are further authorized and directed to manually execute
and deliver for and on behalf of the Issuer copies of the Official Statement in final form as may be
required by the Purchasers, and such final Official Statement in the form and content manually
executed by said officials shall be deemed to be approved by the Governing Body and constitute
the Official Statement authorized for distribution and use by the Purchasers. The proper officials
of the Issuer are hereby authorized to execute and deliver a certificate pertaining to such Official
Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds.
Proceeds from the sale of the Bonds shall be applied as follows:
A. $67,320,000.00 (representing the principal of the bonds), together with an Issuer
contribution of $309,586.20, shall be deposited and expended pursuant to the Agreement
(hereinafter defined).
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SECTION 21:Escrow Agreement Approval and Execution. The Escrow and Trust
Agreement, dated as of May 19, 2020, to be effective upon the initial delivery of the Bonds to the
Purchasers (the Agreement) between the Issuer and The Bank of New York Mellon Trust
Company, N.A., Dallas, Texas (the Escrow Agent), attached hereto as Exhibit C and incorporated
herein by reference as a part of this Ordinance for all purposes, is hereby approved as to form and
content, and such Agreement in substantially the form and substance attached hereto as Exhibit C,
together with such changes or revisions as may be necessary to accomplish the refunding or benefit
the Issuer, is hereby authorized to be executed by any Authorized Official and on behalf of the
Issuer and as the act and deed of this Governing Body; and such Agreement as executed by said
officials shall be deemed approved by the Governing Body and constitute the Agreement herein
approved.
Furthermore, each Authorized Official in cooperation with the Escrow Agent are hereby
authorized and directed to make the necessary arrangements for the purchase of the Escrowed
Securities referenced in the Agreement and the initial delivery thereof to the Escrow Agent on the
day of delivery of the Bonds to the Purchasers for deposit to the credit of the "CITY OF CORPUS
CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, TAXABLE SERIES
2020C ESCROW FUND" (the Escrow Fund), including the execution of the subscription forms
for the purchase and issuance of the "United States Treasury Securities - State and Local
Government Series", if any, for deposit to the Escrow Fund; all as contemplated and provided by
the provisions of Chapter 1207, this Ordinance, and the Agreement.
SECTION 22: Redemption of Refunded Obligations. The Refunded Obligations
referenced in the preamble hereof become subject to redemption prior to their stated maturity at
the price of par plus accrued interest to their date of redemption. The Mayor shall give written
notice to the Escrow Agent that all of the Refunded Obligations have been called for redemption,
and the Governing Body orders that such obligations are called for redemption on the earliest
optional redemption date that such Refunded Obligations are callable at par and without make -
whole or other premium, and such order to redeem the Refunded Obligations on such date shall be
irrevocable upon the delivery of the Bonds. A copy of the notice of redemption pertaining to the
Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated herein by
reference for all purposes. The Escrow Agent is authorized and instructed to provide the notice of
redemption to the holders of the Refunded Obligations in the form and manner described in the
ordinance authorizing the issuance of the Refunded Obligations.
SECTION 23: Control and Custody of Bonds. The Mayor of the Issuer shall be and is
hereby authorized to take and have charge of all necessary orders and records pending investigation
by the Attorney General of the State of Texas including the printing and supply of definitive Bonds
and shall take and have charge and control of the Initial Bond pending their approval by the
Attorney General of the State of Texas, the registration thereof by the Comptroller of Public
Accounts of the State of Texas and the delivery thereof to the Purchasers.
Furthermore, any Authorized Official, either individually or any combination of them, are
hereby authorized and directed to furnish and execute such documents relating to the Issuer and
its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney
General of the State of Texas, and their registration by the Comptroller of Public Accounts of the
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State of Texas and, together with the Issuer's Financial Advisors, Bond Counsel, and the Paying
Agent/Registrar, to make the necessary arrangements for the delivery of the Initial Bond to the
Purchasers and, when requested in writing by the Purchasers, the initial exchange thereof for
definitive Bonds.
SECTION 24: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds
is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, Bond Counsel,
approving the Bonds as to their validity, said opinion to be dated and delivered as of the date of
initial delivery and payment for the Bonds. Printing of a true and correct reproduction of said
opinions on the reverse side of each of the Bonds is hereby approved and authorized.
SECTION 25: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive
Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the
definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither
the Issuer nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP
numbers incorrectly printed or typed on the definitive Bonds.
SECTION 26: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the Issuer, the Paying
Agent/Registrar, Bond Counsel, the Purchasers, and the Holders any right, remedy, or claim, legal
or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all
its provisions being intended to be and being for the sole and exclusive benefit of the Issuer, the
Paying Agent/Registrar, Bond Counsel, the Purchasers, and the Holders.
SECTION 27: Inconsistent Provisions. All ordinances, orders, or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 28: Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 29: Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 30: Severability. If any provision of this Ordinance or the application thereof
to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the
application of such provision to other persons and circumstances shall nevertheless be valid, and
the Governing Body hereby declares that this Ordinance would have been enacted without such
invalid provision.
SECTION 31: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code.
100104912.3
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SECTION 32: Authorization of Paying Agent/Registrar Agreement. The Governing Body
of the Issuer hereby finds and determines that it is in the best interest of the Issuer to authorize the
execution of a Paying Agent/Registrar Agreement pertaining to the registration, exchange,
transferability, and payment of the Bonds. A copy of the Paying Agent/Registrar Agreement is
attached hereto, in substantially final form, as Exhibit A and is incorporated herein by reference
as fully as if recopied in its entirety in this Ordinance.
SECTION 33: Incorporation of Preamble Recitals. The recitals contained in the preamble
to this Ordinance are hereby found to be true, and such recitals are hereby made a part of this
Ordinance for all purposes and are adopted as a part of the judgment and findings of the Governing
Body of the Issuer.
SECTION 34: Book -Entry -Only System. The Bonds shall initially be registered so as to
participate in a securities depository system (the DTC System) with the Depository Trust Company,
New York, New York, or any successor entity thereto (the DTC), as set forth herein. Each Stated
Maturity of the Bonds shall be issued (following cancellation of the Initial Bond described in
Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each
such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the
Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The
Issuer and the Paying Agent/Register are authorized to execute, deliver, and take the actions set
forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System,
including the Letter of Representations attached hereto as Exhibit E (the Representation Letter).
With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the
Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any
broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to
time as securities depository (a Depository Participant) or to any person on behalf of whom such
a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting
the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to: (i) the accuracy of the records of DTC, Cede & Co.,
or any Depository Participant with respect to any ownership interest in the Bonds; (ii) the delivery
to any Depository Participant or any other person, other than a registered owner of the Bonds, as
shown on the Security Register, of any notice with respect to the Bonds, including any notice of
redemption; or (iii) the delivery to any Depository Participant or any Indirect Participant or any
other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium,
if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or
any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the
obligation of the Issuer to make payments of principal, premium, if any, and interest pursuant to
this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the
effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject
to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the
Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
In the event that: (i) the Issuer determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter; (ii) the Representation Letter
shall be terminated for any reason; or (iii) DTC or the Issuer determines that it is in the best interest
of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall
100104912.3
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notify the Paying Agent/Registrar, DTC, and DTC Participants of the availability within a
reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be
restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the
Issuer may determine that the Bonds shall be registered in the name of and deposited with a
successor depository operating a securities depository system, as may be acceptable to the Issuer,
or such depository's agent or designee, and if the Issuer and the Paying Agent/Registrar do not
select such alternate securities depository system then the Bonds may be registered in whatever
name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in
accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond
is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal
of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be
made and given, respectively, in the manner provided in the Representation Letter.
SECTION 35: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural number
shall be considered to include the singular, and words of the masculine, feminine or neuter gender
shall be considered to include the other genders.
SECTION 36: Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the Issuer or of the Paying Agent/Registrar shall
most effectively approximate such required publication and the giving of such notice in such
manner shall for all purposes of this Ordinance be deemed to be in compliance with the
requirements for publication thereof.
SECTION 37: No Recourse Against Issuer Officials. No recourse shall be had for the
payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon
or on this Ordinance against any official of the Issuer or any person executing any Bond.
SECTION 38: Continuing Disclosure Undertaking.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the
general public, without charge, on the internet through the uniform resource locator (URL)
http://www.emma.msrb.org.
Financial Obligation means a (a) debt obligation; (b) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that
100104912.3
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"financial obligation" shall not include municipal securities (as defined in the Securities Exchange
Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been
provided to the MSRB consistent with the Rule.
MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
Undertaking means the Issuer's continuing disclosure undertaking, described in
subsections B through F below, hereunder accepted and entered into by the Issuer for the purpose
of compliance with the Rule.
B. Annual Reports.
The Issuer shall file annually with the MSRB (i) within six (6) months after the end of each
fiscal year of the Issuer ending in or after 2020, financial information and operating data with
respect to the Issuer of the general type included in the final Official Statement authorized by
Section 20 of this Ordinance, being the information described in Exhibit F hereto, and (ii) if not
provided as part such financial information and operating data, audited financial statements of the
Issuer, when and if available. Any financial statements so to be provided shall be (i) prepared in
accordance with the accounting principles described in Exhibit F hereto, or such other accounting
principles as the Issuer may be required to employ from time to time pursuant to state law or
regulation, and (ii) audited, if the Issuer commissions an audit of such financial statements and the
audit is completed within the period during which they must be provided. If the audit of such
financial statements is not complete within such period, then the Issuer shall file unaudited
financial statements within such period and audited financial statements for the applicable fiscal
year to the MSRB, when and if the audit report on such financial statements becomes available.
Under current Texas law, including, but not limited to, Chapter 103, as amended, Texas Local
Government Code, the Issuer must have its records and accounts audited annually and shall have
an annual financial statement prepared based on the audit. The annual financial statement,
including the auditor's opinion on the statement, shall be filed in the office of the City Secretary
within one hundred eighty (180) days after the last day of the Issuer's fiscal year. Additionally,
upon the filing of this financial statement and the annual audit, these documents are subject to the
Texas Open Records Act, as amended, Texas Government Code, Chapter 552.
If the Issuer changes its fiscal year, it will file notice of such change (and of the date of the
new fiscal year end) with the MSRB prior to the next date by which the Issuer otherwise would be
required to provide financial information and operating data pursuant to this Section.
C. Notice of Certain Events.
The Issuer shall file notice of any of the following events with respect to the Bonds to the
MSRB in a timely manner and not more than ten (10) business days after occurrence of the event:
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(1) principal and interest payment delinquencies;
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(2) non-payment related defaults, if material;
(3) unscheduled draws on debt service reserves reflecting financial difficulties;
(4) unscheduled draws on credit enhancements reflecting financial difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB), or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
(7)
(8)
(9)
modifications to rights of Holders of the Bonds, if material;
Bond calls, if material, and tender offers;
defeasances;
(10) release, substitution, or sale of property securing repayment of the Bonds,
if material;
(11) rating changes;
(12) bankruptcy, insolvency, receivership, or similar event of the Issuer, which
shall occur as described below;
(13) the consummation of a merger, consolidation, or acquisition involving the
Issuer or the sale of all or substantially all of its assets, other than in the
ordinary course of business, the entry into of a definitive agreement to
undertake such an action or the termination of a definitive agreement
relating to any such actions, other than pursuant to its terms, if material;
(14) appointment of a successor or additional paying agent/registrar or the
change of name of a paying agent/registrar, if material;
(15) incurrence of a Financial Obligation of the Issuer, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar
terms of a Financial Obligation of the Issuer, any of which affect security
holders, if material; and
(16) default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the Issuer,
any of which reflect financial difficulties.
For these purposes, (a) any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
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or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement, or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
Issuer, and (b) the Issuer intends the words used in the immediately preceding paragraphs (15) and
(16) and the definition of Financial Obligation in this Section to have the same meanings as when
they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018.
The Issuer shall file notice with the MSRB, in a timely manner, of any failure by the Issuer
to provide financial information or operating data in accordance with this Section by the time
required by this Section.
D. Limitations, Disclaimers, and Amendments.
The Issuer shall be obligated to observe and perform the covenants specified in this Section
for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the
Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any
deposit that causes the Bonds to be no longer Outstanding.
The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the Issuer's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE ISSUER, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the Issuer in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
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Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
The provisions of this Section may be amended by the Issuer from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the Issuer, but only if (i) the provisions of
this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments
or interpretations of the Rule to the date of such amendment, as well as such changed
circumstances, and (ii) either (a) the Holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is
unaffiliated with the Issuer (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the Holders and beneficial owners of the
Bonds. The Issuer may also repeal or amend the provisions of this Section if the SEC amends or
repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that
such provisions of the Rule are invalid, and the Issuer also may amend the provisions of this
Section in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from lawfully
purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (i) such
provisions as so amended, and (ii) any amendments or interpretations of the Rule. If the Issuer so
amends the provisions of this Section, the Issuer shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
E. Information Format — Incorporation by Reference.
The Issuer information required under this Section shall be filed with the MSRB through
EMMA in such format and accompanied by such identifying information as may be specified from
time to time thereby. Under the current rules of the MSRB, continuing disclosure documents
submitted to EMMA must be in word -searchable portable document format (PDF) files that permit
the document to be saved, viewed, printed, and retransmitted by electronic means and the series of
obligations to which such continuing disclosure documents relate must be identified by CUSIP
number or numbers.
Financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document) available to the public through EMMA
or filed with the SEC.
F. General Policies and Procedures Concerning Compliance with the Rule.
Because the issuance of the Bonds is subject to the provisions of the Rule and because the
potential "underwriters" in a negotiated sale of the Bonds or the initial purchasers in a competitive
sale of the Bonds may be subject to MSRB rules and regulations with respect to such sale
(including certain due diligence and suitability requirements, among others), the Issuer hereby
100104912.3
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adopts the General Policies and Procedures Concerning Compliance with the Rule (the Policies
and Procedures), attached hereto as Exhibit G, with which the Issuer shall follow to assure
compliance with the Undertaking. The Issuer has developed these Policies and Procedures for the
purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought
the guidance from its internal staff charged with administering the Issuer's financial affairs, its
municipal or financial advisors, its legal counsel (including its Bond Counsel), and its independent
accountants (to the extent determined to be necessary or advisable). The Policies and Procedures
can be amended at the sole discretion of the Issuer and any such amendment will not be deemed
to be an amendment to the Undertaking. Each Authorized Official is hereby authorized to amend
the Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject
to the Rule, or another purpose determined by the Authorized Official to be necessary or desirable
for or with respect to future compliance with the Undertaking.
SECTION 39: Further Procedures. The officers and employees of the Issuer are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the Issuer all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial
sale and delivery of the Bonds, the Agreement, the Paying Agent/Registrar Agreement, the
Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the
Bonds, any Authorized Official and Bond Counsel are hereby authorized and directed to approve
any technical changes or corrections to this Ordinance or to any of the instruments authorized and
approved by this Ordinance necessary in order to: (i) correct any ambiguity or mistake or properly
or more completely document the transactions contemplated and approved by this Ordinance and
as described in the Official Statement; (ii) obtain a rating from any of the national bond rating
agencies; or (iii) obtain the approval of the Bonds by the Office of the Attorney General of the
State of Texas. In case any officer of the Issuer whose signature shall appear on any certificate
shall cease to be such officer before the delivery of such certificate, such signature shall
nevertheless be valid and sufficient for all purposes the same as if such officer had remained in
office until such delivery.
SECTION 40: Ancillary Bond Contracts. Though such parties may be identified, and the
entry into a particular form of contract may be authorized herein, pursuant to Chapter 1371, and
any other applicable law, the Governing Body, hereby delegates to each Authorized Official other
than the Mayor the authority to independently select the counterparty to any agreement with any
paying agent/registrar, rating agency, securities depository, escrow agent, open market securities
bidding agent, verification agent, or any other contract that is determined by an Authorized Official
(other than the Mayor), the City's Financial Advisors, or the City's Bond Counsel to be necessary
or incidental to the issuance of the Bonds as long as each of such contracts has a value of less than
the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the
Ancillary Bond Contracts); and, as necessary, to execute the Ancillary Bond Contracts on behalf
and as the act and deed of the City. As a result of such delegation, the provisions of Section
2252.908, as amended, Texas Government Code, are not applicable to the Ancillary Bond
Contracts pursuant to 1 Texas Administrative Code Sec. 46.1(c).
100104912.3
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SECTION 41: Perfection of Security Interest. Chapter 1208, Texas Government Code,
applies to the issuance of the Bonds and the pledge of ad valorem taxes granted by the Issuer in
Section 11, and such pledge is therefore valid, effective, and perfected. If Texas law is amended
at any time while the Bonds are outstanding and unpaid such that the pledge of ad valorem taxes
granted by the Issuer is to be subject to the filing requirements of Chapter 9, Texas Business &
Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of
the security interest in this pledge, the Issuer agrees to take such measures as it determines are
reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9,
Texas Business & Commerce Code and enable a filing to perfect the security interest in this pledge
to occur.
SECTION 42: City's Consent to Provide Information and Documentation to the Texas
MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership
corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the
Code and which serves as a comprehensive financial information repository regarding municipal
debt issuers in Texas, requires provision of written documentation regarding the issuance of
municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in
compliance with applicable law, the City hereby consents to and authorizes any Authorized
Official, the City's Bond Counsel, and/or the City's Financial Advisors to provide to the Texas
MAC information and documentation requested by the Texas MAC relating to the Bonds;
provided, however, that no such information and documentation shall be provided prior to the
Closing Date. This consent and authorization relates only to information and documentation that
is a part of the public record concerning the issuance of the Bonds.
SECTION 43: Effective Date. Pursuant to the provisions of Section 1201.028, as
amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption,
notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a
multiple reading requirement for the adoption of ordinances.
100104912 3
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PASSED, APPROVED AND ADOPTED on the 19th day of May, 2020.
ATTEST:
APPROVED THIS 191h DAY OF MAY, 2020:
iles Risley, City • ttorney
CITY OF CORPUS CHRISTI, TEXAS
[The remainder of this page intentionally left blank.]
S-1
THE STATE OF TEXAS
COUNTY OF NUECES
§
§
1, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the
above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of
the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 19th day of May,
2020, authorizing the issuance of one or more series of the City's general improvement and/or
refunding bonds, which ordinance is duly of record in the minutes of said City Council, and said
meeting was open to the public, and public notice of the time, place and purpose of said meeting
was given, all as required by Texas Government Code, Chapter 551.
EXECUTED UNDER MY HAND AND SEAL of said City, this the 19th day of May
2020.
S-2
fig460.
City Secretary
The foregoing ordinance was read for the first time and passed to its second reading on this the
12`h' day of May, 2020, by the following vote:
Joe McComb Rudy Garza
Paulette Guajardo Michael T. Hunter
Everett Roy Ben Molina
Roland Barrera Greg Smith
Gil Hernandez
AL),
That the foregoing ordinance was read for the second time and passed finally on this the 19th day
of May, 2020, by the following vote:
Joe McComb
Paulette Guajardo
Everett Roy
Roland Barrera
Gil Hernandez
Rudy Garza
Michael T. Hunter
Ben Molina
Greg Smith
PASSED AND APPROVED, this the 19`x' day of May, 2020.
ATTEST:
6€00C LAP -4A
Re I ecca Huerta
City Secretary
S-3
Joe�Il
MaL5
4 VIA V(----(9-vok
Comb
INDEX OF SCHEDULES AND EXHIBITS
Schedule I — Schedule of Refunded Obligations
Schedule II — Approval Certificate
Exhibit A — Paying Agent/Registrar Agreement
Exhibit B — Purchase Contract
Exhibit C — Escrow Agreement
Exhibit D — Notices of Redemption
Exhibit E — DTC Letter of Representations
Exhibit F — Description of Annual Financial Information
Exhibit G — General Policies and Procedures Concerning Compliance With the Rule
100104912.3
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Index -1
SCHEDULE I
SCHEDULE OF REFUNDED OBLIGATIONS
1. City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates
of Obligation, Series 2012 (AMT), dated August 15, 2012, in the original principal amount
of $5,990,000, and stated to mature on March 1 in each of the years 2031 through 2033,
March 1, 2035, and March 1, 2037, in the aggregate principal amount of $2,370,000, to be
redeemed on March 1, 2022 (the 2012 Refunded Obligations);
2. City of Corpus Christi, Texas General Improvement Refunding Bonds, Taxable Series
2012, dated December 1, 2012, in the original principal amount of $107,660,000, and stated
to mature on March 1, 2032 and March 1, 2038, in the aggregate principal amount of
$19,460,000, to be redeemed on March 1, 2022 (the 2012 Taxable Refunded Obligations);
and
3. City of Corpus Christi, Texas General Improvement Bonds, Series 2013, dated June 1,
2013, in the original principal amount of $82,025,000, and stated to mature on March 1 in
each of the years 2027 through 2033, in the aggregate principal amount of $38,750,000, to
be redeemed on March 1, 2023 (the 2013 Refunded Obligations).
100104912.3
Schedule I-1
100104912.3
SCHEDULE II
APPROVAL CERTIFICATE
See Tab No. 2
Schedule II -1
100104912 .3
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
See Tab No. 4
A-1
100104912.3
EXHIBIT B
PURCHASE CONTRACT
See Tab No. 9
B-1
1001049123
EXHIBIT C
ESCROW AGREEMENT
See Tab No. 5
C-1
100104912 .3
EXHIBIT D
NOTICES OF REDEMPTION
See Tab No. 23
D-1
100104912.3
EXHIBIT E
DTC LETTER OF REPRESENTATIONS
See Tab No. 6
E-1
EXHIBIT F
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 38 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under
the headings of the Official Statement referred to) below:
1. The Issuer's audited financial statements for the most recently concluded fiscal year
or to the extent these audited financial statements are not available, the portions of the unaudited
financial statements of the Issuer appended to the Official Statement as Appendix B, but for the
most recently concluded fiscal year.
2. Tables 1 through 6 and 8 through 12 in the Official Statement.
Accounting Principles
The accounting principles referred to in such Section are generally accepted accounting
principles for governmental units as prescribed by the Government Accounting Standards Board
from time to time.
100104912.3
F-1
EXHIBIT G
GENERAL POLICIES AND PROCEDURES
CONCERNING COMPLIANCE WITH THE RULE
1. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 38 of
the Ordinance. Bonds refer to the Bonds that are the subject of the Ordinance to which this Exhibit
is attached.
II. As a capital markets participant, the Issuer is aware of its continuing disclosure
requirements and obligations existing under the Rule prior to February 27, 2019, the effective date
of the most recent amendment to the Rule (the Effective Date), and has implemented and
maintained internal policies, processes, and procedures to ensure compliance therewith. Adherence
to these internal policies, processes, and procedures has enabled underwriters in non-exempt
negotiated sales and initial purchasers in non-exempt competitive sales to comply with their
obligations arising under various MSRB rules and regulations concerning due diligence and
findings of suitability, among other matters, regarding the Issuer's compliance with the Rule.
III. The Issuer is aware that the Rule was amended as of the Effective Date (the Rule
Amendment) and has accommodated this amendment by adding subparagraphs (15) and (16) to
Section 38C of the Ordinance, which provisions are a part of the Undertaking.
IV. The Issuer is aware that "participating underwriters" (as such term is defined in the Rule)
of the Bonds must make inquiry and reasonably believe that the Issuer is likely to comply with the
Undertaking and that the standards for determining compliance have increased over time as a result
of, among others, the United States Securities and Exchange Commission's Municipalities
Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the
effectiveness of the Rule Amendment.
V. The Issuer now establishes the following general policies and procedures (the Policies and
Procedures) for satisfying its obligations pursuant to the Undertaking, which policies and
procedures have been developed based on the Issuer's informal policies, procedures, and processes
utilized prior to the Effective Date for compliance with the Issuer's obligations under the Rule, the
advice from and discussions with the Issuer's internal senior staff (including staff charged with
administering the Issuer's financial affairs), its municipal or financial advisors, its legal counsel
(including Bond Counsel), and its independent accountants, to the extent determined to be
necessary or advisable (collectively, the Compliance Team):
1. The Chief Financial Officer (the Compliance Officer) shall be responsible for satisfying
the Issuer's obligations pursuant to the Undertaking through adherence to these Policies
and Procedures;
2. the Compliance Officer shall establish reminder or "tickler" systems to identify and
timely report to the MSRB, in the format thereby prescribed from time to time, the
Issuer's information of the type described in Section 38B of the Ordinance;
3. the Compliance Officer shall promptly determine the occurrence of any of the events
described in Section 38C of the Ordinance;
100104912.3
G-1
4. the Compliance Officer shall work with external consultants of the Issuer, as and to the
extent necessary, to timely prepare and file with the MSRB the annual information of the
Issuer and notice of the occurrence of any of the events referenced in Clauses 2 and 3
above, respectively, the foregoing being required to satisfy the terms of the Undertaking;
5. the Compliance Officer shall establish a system for identifying and monitoring any
Financial Obligations, whether now existing or hereafter entered into by the Issuer, and
(upon identification) determining if such Financial Obligation has the potential to
materially impact the security or source of repayment of the Bonds;
6. upon identification of any Financial Obligation meeting the materiality standard
identified in Clause 5 above, the Compliance Officer shall establish a process for
identifying and monitoring any Issuer agreement to covenants, events of default,
remedies, priority rights, or other similar terms under such Financial Obligation;
7. the Compliance Officer shall establish a process for identifying the occurrence of any
default, event of acceleration, termination event, modification of terms, or other similar
events under the terms of any Financial Obligation, the occurrence of any of which reflect
financial difficulties of the Issuer; and
8. the Compliance Officer shall annually review these Policies and Procedures with the
remainder of the Compliance Team, make any modifications on an internal document
retained by the Compliance Officer and available to any "participating underwriter" (as
defined in the Rule), if requested, and on the basis of this annual review (to the extent
determined to be necessary or desirable), seek additional training for herself or himself,
as well as other members of the Issuer's internal staff identified by the Compliance
Officer to assist with the Issuer's satisfaction of the terms and provisions of the
Undertaking.
1001049123
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