HomeMy WebLinkAboutAgenda Packet City Council - 04/23/2024 Cityof Corpus Christi 1201 Leopard Street
Corpus Christi,TX 78401
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Meeting Agenda Final-revised
City Council
Tuesday,April 23,2024 11:30 AM Council Chambers
Addendums may be added on Friday.
Public Notice: Persons with disabilities who plan to attend this meeting and who may
need auxiliary aids or services are requested to contact the City Secretary's office (at
361-826-3105) at least 48 hours in advance so that appropriate arrangements can be
made.
Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete
ingles-espanol en todas las juntas del Concilio para ayudarle.
This meeting may be held via videoconference call pursuant to Texas Government Code
§ 551.127. If this meeting is held via videoconference call or other remote method of
meeting, then a member of this governmental body presiding over this meeting will be
physically present at the location of this meeting unless this meeting is held pursuant to
Texas Government Code § 551.125 due to an emergency or other public necessity
pursuant to Texas Government Code § 551.045.
A. Mayor Paulette Guajardo to call the meeting to order.
B. Invocation to be given by Reverend Claude Axel with Mount Pilgrim Baptist
Church.
C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be
led by Alyssa Cantu Benware, Senior at Richard King High School.
D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers.
E. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: (ITEMS 1-2)
1. 24-0628 Staff Announcement: Kamil Taras, Assistant Director of Corpus Christi
Water- Finance and Administration
2. 24-0589 Buc Days (May 2 - May 12) Overview, Presented by Johnny Philipello,
President/CEO of Buc Days Commission
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F. PUBLIC COMMENT-APPROXIMATELY 12:00 P.M. To speak during this public
comment period on a city-related matter or agenda item, you must sign up before
the meeting begins. Each speaker is limited to a total of no more than 3 minutes
per speaker. You will not be allowed to speak again on an item when the Council
is considering the item. Time limits may be restricted further by the Mayor at any
meeting. If you have a petition or other information pertaining to your subject,
please present it to the City Secretary. Written comments may be submitted at
cctexas.com/departments/city-secretary. Electronic media that you would like to
use may only be introduced into the City system IF approved by the City's
Communications Department at least 24 hours prior to the Meeting. Please
contact Communications at 826-3211 to coordinate. This is a public hearing for
all items on this agenda.
G. BOARD &COMMITTEE APPOINTMENTS: (NONE)
H. EXPLANATION OF COUNCIL ACTION:
For administrative convenience, certain of the agenda items are listed as motions,
resolutions, or ordinances. If deemed appropriate, the City Council will use a different
method of adoption from the one listed;may finally pass an ordinance by adopting it as
an emergency measure rather than a two reading ordinance;or may modify the action
specified.
I. CONSENT AGENDA: (ITEMS 3-6)
NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and
ordinances of a routine or administrative nature. The Council has been furnished with
background and support material on each item, and/or it has been discussed at a
previous meeting. All items will be acted upon by one vote without being discussed
separately unless requested by a Council Member or a citizen, in which event the item or
items will immediately be withdrawn for individual consideration in its normal sequence
after the items not requiring separate discussion have been acted upon. The remaining
items will be adopted by one vote.
3. 24-0662 Approval of the April 16, 2024 Regular Meeting Minutes
Consent-Second Reading Ordinances
4. 24-0617 Ordinance repealing January 30, 2024 City Council approval of Ordinance
No. 033276, which approved the acceptance of the $75,000 Partnership
for Vaccine Equity (PAVE) Grant from the National Association of County
and City Health Officials (NACCHO) to provide a Communications
Campaign to strengthen vaccination uptake, as requested by Council
Members Hunter, Pusley, and Hernandez.
sponsors: City Secretary's Office
Consent- Contracts and Procurement
5. 23-1960 Motion authorizing execution of a two-year supply agreement with South
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Texas Cement, LLC, of New Braunfels, with an office in Corpus Christi, in
an amount not to exceed $199,000.00, for bulk cement for the Public
Works Department, with FY 2024 funding of$41,458.33 from the Street
Fund.
Sponsors: Public Works/Street Department and Finance &Procurement
6. 24-0445 Resolution authorizing the acquisition of 91 vehicles and equipment units
by various departments, as approved in the adopted FY 2024 Budget, of
which 84 units will be outright purchases and seven units will be
lease-purchases through JPMorgan for $9,621,339.78, with such items to
be acquired in the manner, at the amounts, and from the sources stated
with FY 2024 funding of$7,856,853.45 and the remaining balance of
$1,764,486.33 for the lease purchase items to be funded through the
annual budget process.
Sponsors: Asset Management Department and Finance & Procurement
J. RECESS FOR LUNCH
The City Council will take a lunch break at approximately 1:30 p.m.
K. PUBLIC HEARINGS: (NONE)
The following items are public hearings and public hearings with first reading ordinances.
Each item will be considered individually.
L. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 7-12)
The following items are motions, resolutions or ordinances that may be considered and
voted on individually.
7. 24-0256 Ordinance authorizing an agreement between the Type B Corporation and
Elevate QOF LLC, for a total incentive amount not to exceed $2,000,000
for Homewood Suites by Hilton at the corner of N Chaparral Street and
Lomax Street; for costs associated with the street level retail, public space,
and outdoor dining area activation including gray box and finish out
including necessary floodwall and dry flood proofing to allow for consistent
street level access; authorizing the expenditure of up to $2,000,000 from
the Type B unreserved fund balance; and amending the fiscal year
2023-24 budget to increase expenditures by $2,000,000.00.
Sponsors: Economic Development
8. 24-0508 Motion awarding a construction contract to Barcom Construction, Inc.,
Corpus Christi, TX, for the American Bank Center Exterior Improvements
project in an amount of$2,456,964.16 for the base bid for the landscaping,
irrigation system and addressing drainage issues located in Council
District 1 with FY 2024 Capital Budget funding available from the HOT CIP
Funds and Type A Sales Tax CIP funds.
Sponsors: Engineering Services, Economic Development and Contracts and
Procurement
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9. 24-0620 Consistent with the FY 2024 approved Three-Year Capital Improvement
Program approved by Corpus Christi City Council on September 5, 2023,
consideration and approval of an ordinance authorizing the issuance of
"City of Corpus Christi, Texas, General Improvement Bonds, Series 2024",
for the first issuance of bonds from the Bond 2022 authorization, for
improvements to streets and parks and recreation facilities in an amount
not to exceed $50,000,000 and refinancings in an amount not to exceed
$105,000,000 in a sale to be conducted in November 2024, for the
refunding, within set parameters and according to the plan of finance set by
the City's financial advisors; levying a continuing direct annual ad valorem
tax for the payment of the bonds; delegating authority to the City Manager,
Chief Financial Officer, Director of Finance and Procurement , and certain
other authorized officials to approve and execute documents relating to the
issuance, sale, and delivery of the bonds; enacting other provisions
incident and related thereto; and providing for an effective date.
sponsors: Finance &Procurement
10. 24-0629 Consistent with the FY 2024 approved Three-Year Capital Improvement
Program approved by the Corpus Christi City Council on September 5,
2023, consideration and approval of an ordinance authorizing the issuance
of"City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2024B" for solid waste
improvements in an amount not to exceed $10,605,000, within set
parameters and according to the plan of finance set by the City's financial
advisors; providing for the payment of said certificates by the levy of an ad
valorem tax upon all taxable property within the City and further securing
said certificates by a lien on and pledge of the pledged revenues of the
solid waste system; delegating authority to the City Manager, Chief
Financial Officer, Director of Finance and Procurement and certain other
authorized officials to approve and execute documents relating to the
issuance, sale and delivery of the certificates; enacting other provisions
incident and related thereto; and providing an effective date.
sponsors: Finance &Procurement
11. 24-0621 Consistent with the FY 2024 approved Three-Year Capital Improvement
Program approved by the Corpus Christi City Council on September 5,
2023, consideration and approval of ordinance authorizing the issuance of
City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2024K for improvements to
streets, city facilities, and public safety facilities in an amount not to exceed
$39,400,000, within set parameters and according to the plan of finance
set by the City's financial advisors; providing for the payment of said
certificates by the levy of an ad valorem tax upon all taxable property within
the City and further securing said certificates by a lien on and pledge of the
pledged revenues of the solid waste system; delegating authority to the
City Manager, Chief Financial Officer, Director of Finance and
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Procurement and certain other authorized officials to approve and execute
documents relating to the issuance, sale, and delivery of the certificates;
enacting other provisions incident and related thereto; and providing an
effective date.
sponsors: Finance&Procurement
12. 24-0630 Consistent with the FY 2024 approved Three-Year Capital Improvement
Program approved by the Corpus Christi City Council on September 5,
2023, consideration and approval of ordinance by the City Council of the
City of Corpus Christi, Texas authorizing the issuance of its Utility System
Senior Lien Revenue Improvement and/or Refunding Bonds in one or more
series (as designated by purpose and series) for water, wastewater, and
stormwater utility improvements in an amount not to exceed $186,090,000
and refinancings in an amount not to exceed $100,000,000 within set
parameters and according to the plan of finance set by the City's financial
advisors; making provisions for the payment and security thereof by a first
and prior lien on and pledge of the net revenues of the City's utility system
on a parity with certain currently outstanding utility system revenue
obligations; delegating the authority to the City Manager, Chief Financial
Officer, Director of Finance and Procurement and certain other authorized
officials to approve and execute documents relating to the issuance; and
providing an effective date.
sponsors: Finance&Procurement
M. BRIEFINGS: (NONE)
Briefing information will be provided to the City Council during the Council meeting.
Briefings are for Council information only. No action will be taken and no public comment
will be solicited. The City Manager or City Council Liaison for any city board,
commission, committee or corporation(including Type A or B Corporation)may report on
the action(s) or discussion(s) of any such body's public meeting that occurred within one
month prior to this City Council meeting.
N. EXECUTIVE SESSION: (ITEM 13)
PUBLIC NOTICE is given that the City Council may elect to go into executive session at
any time during the meeting in order to discuss any matters listed on the agenda, when
authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas
Government Code, and that the City Council specifically expects to go into executive
session on the following matters. If the Council elects to go into executive session
regarding an agenda item, the section or sections of the Open Meetings Act authorizing
the executive session will be publicly announced by the presiding officer. The City
Council may deliberate and take action in open session on any issue that may be
discussed in executive session. The description of an item in "Executive Sessions"
constitutes the written interpretation by the City Attorney of Chapter 551 of the Texas
Government Code and his determination that said item may be legally discussed in
Closed Meeting in compliance with Chapter 551 the Texas Government Code.
13. 24-0665 Executive session pursuant to Texas Gov't Code § 551.071 and
Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with
attorneys concerning legal issues related to collective bargaining matters
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in the Agreement with the Corpus Christi Professional Firefighters
Association, Chapters 143 and 174 of the Texas Local Government Code,
other collective bargaining agreements as necessary, including potential
approval in open session of matters related thereto as necessary.
O. ADJOURNMENT
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CITY OF CORPUS CHRISTI
OFFICE OF THE CITY MANAGER
T(): Mayor and City Council
i
FROM; Peter,Zanoni, City Manage
COPY: Executive Team
SUBJECT: Organizational Changes and Staff Announcement
DATE: February 23, 2024
Organizational Change
I have created an Assistant Director of Finance and Administration position f'or the Corpus Christi
Water (CCW) Department. Before the creation of this position, CCW did not have a position
dedicated to the direct oversight of' its financial operations. With CCW's growth in new water
sources coming online, the Assistant Director of Finance Administration position will provide
financial oversight of CCW's budget and finances.
Reba George, Assistant Director of Support Services for CCW, previously oversaw CCW's
financial operations along with the City's Utility Billing Office and Call Center operations. Reba
will remain Assistant Director of Support Services and manage the City's Utility Billing Office
and Call Center operations.
Staff Announcement
I have appointed Kamil Taras as Interim Assistant Director of Finance and Administration,
effective Monday, February 19. Kamil will oversee CCW's annual operating and capital budgets,
financial management,water and wastewater rates,and contracts and procurement in this position.
Kamil has over 14 years of experience in finance and budgeting in both the private and public
sectors. Fle joined the City of Carpus Christi in 2415 as a Budget Analyst 11 in the Office of
Management and Budget. In 2018. Kamil was promoted to Capital Improvement Project (CIP)
Manager, responsible for coordinating the development, management, and oversight of all the
City's CIP projects. Kamil holds a Bachelor of Economics from Stony Brook University.
The Assistant Director of Finance and Administration position is posted on the City's website to
fill the position permanently.
Cityof Corpus Christi 1201 Leopard Street
F' Corpus Christi,TX 78401
rGr' cctexas.com
Meeting Minutes
City Council
Tuesday,April 16,2024 11:30 AM Council Chambers
Addendums may be added on Friday
A. Mayor Paulette Guajardo to call the meeting to order.
Mayor Guajardo called the meeting to order at 11:33 a.m.
B. Invocation to be given by Deacon Richard Longoria with St. Helena of the True
Cross of Jesus.
Deacon Richard Longoria, St. Helena of the True Cross of Jesus, gave the invocation.
C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be
led by Grace Caroline Molite, Senior at W.B. Ray High School .
Grace Caroline Molite, Senior at W.B. Ray High School, led the Pledge of Allegiance
to the Flag of the United States of America and to the Texas Flag.
D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers.
City Secretary Rebecca Huerta called the roll and verified that a quorum of the City
Council and the required Charter Officers were present to conduct the meeting.
Charter Officers: City Manager Peter Zanoni, City Attorney Miles Risley and City
Secretary Rebecca Huerta
Present: 9- Mayor Paulette Guajardo,Council Member Roland Barrera,Council Member Gil
Hernandez,Council Member Michael Hunter,Council Member Mike Pusley,Council
Member Dan Suckley,Council Member Everett Roy,Council Member Jim Klein, and
Council Member Sylvia Campos
E. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: (ITEMS 1-2)
1. 24-0590 Staff Announcement: Rebecca Castillo, Director of Human Resources
City Manager Peter Zanoni announced Rebecca Castillo as the Director of Human
Resources. Ms. Castillo has over 20 years of Human Resource experience.
2. 24-0542 April 18 Governor's Small Business Summit hosted in Corpus Christi,
Overview presented by Heather Hurlbert, Assistant City Manager
Assistant City Manager Heather Hurlbert presented information on the Governor's
Small Business Summit to be held on April 18 at the American Bank Center. The
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summit will offer sessions important for small businesses.
F. PUBLIC COMMENT
Mayor Guajardo opened public comment.
John Weber, 609 Naples St., presented information about Open Meetings Act
Training Part 2.
Ron Graban, 202 Surfside Blvd., commended a few Council Members for attending a
FEMA regulations meeting with the North Beach Association, and that he was not
aware of certain TIRZ #4 projects.
Carrie Meyer, 4401 Gulfbreeze Blvd., expressed concern that she did not receive
notification about the date change for the TIRZ #4 meeting.
The following citizens advocated for a skate park in the Commodores Park
Development plan: Cheryl and Cole Segrest, 14965 Canadian Mist Lane, Shane and
Jesse Jeansonne, 14918 Tesoro Dr., Mason Ellis, 14710 Lighthouse Dr., Kim Erwin
and Trey Noles, 13957 Dasmarinas Dr., Christina Fratila, 15126 Cane Harbor Blvd.,
Marc Graham, 13905 Forestay St., Michael Lesinski, 15614 Finistere St., Brant
Garner, 15533 Finistere St., and Adam Rios, 7301 Tangled Ridge Court.
The following citizens spoke in support of Item 13: Eric Baggerman, 1400 Ocean Dr.,
Samantha Myers, 606 Pennington Dr., Elizabeth Loika, 15866 Punta Espada Loop,
and April Loveless, 1533 S. Brownlee Blvd.
Don Osborn, 513 Sam Rankin, spoke about the TCEQ meeting on April 18, spoke in
support of vaccinations, and in opposition to desalination.
Jaime Fergie, 7613 Del Rio Dr., spoke in support of all immunizations.
Ajit David, 5821 Ocean Dr., spoke in support of the skate park at Commodores Park,
and expressed concern about project costs associated with FEMA flood zone
requirements.
Rachel Caballero, 522 Hancock Ave., spoke about public comment restrictions and
opposed to desalination in the Corpus Christi Bay.
Chuck Anderson, 706 Imperial Harbor, spoke about TIRZ #4 expenditures and in
opposition to desalination in the Corpus Christi Bay.
Xavier Gonzales, 2626 Grand Isle Circle, advocated for public health.
The following citizens spoke in support of Item 15: Gail Anderson, 409 Grant Place,
Monica Hansen, 7014 Chiswick Dr., Samuel Fryer, 2222 Cardinales Lanes, Victoria
Holland, 235 Ohio Ave., Melinda De Los Santos, 611 Gulf Shore Place, Kelley
Burnett, Ingleside, TX, and Karl Guenther, Rockport, TX.
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The following citizens spoke in opposition to Item 15: John Lusins, 2110 Halcon St.,
Sonia Matthew, 4218 Lake Apache Dr., and Allyson Larkin, 3261 Austin St.
Shirin Delsooz, 6030 Tapestry Dr., spoke about conservation policies for plastics and
fossil fuels.
G. BOARD &COMMITTEE APPOINTMENTS: (ITEM 3)
3. 24-0550 Airport Board (3 vacancies)
Board of Adjustment (7 vacancies)
Island Strategic Action Committee (4 vacancies)
Parks & Recreation Advisory Committee (1 vacancy)
Sister City Committee (1 vacancy)
Mayor Guajardo referred to Item 3.
Airport Board:
Reappointed: John P. LaRue
Appointed: Kimberly D. Barrientos and Kristen Martinez
Board of Adjustment:
Reappointed: Brandon Crowson, Robert Reyna, and Priscilla San Miguel
Appointed: Sue Corey, Ricardo Manzanares-Lopez, Jo M. Rios, and Thomas Howk
Island Strategic Action Committee:
Appointed: Bryan Gulley (Mustang Island Representative), William R. Hibbs II
(At-Large), Alan A. Guggenheim (Residential Property Owner), and Kamran
Zarghouni (Realtor)
Parks and Recreation Advisory Committee:
Appointed: George W. Woods III
Sister City Committee:
Appointed: Joe Benavides
H. EXPLANATION OF COUNCIL ACTION:
I. CONSENT AGENDA: (ITEMS 4-14)
Approval of the Consent Agenda
Mayor Guajardo referred to the Consent Agenda. No Items were pulled for individual
consideration.
Council Member Pusley moved to approve the consent agenda, seconded by Council
Member Roy. The motion carried by the following vote:
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Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council
Member Hunter, Council Member Pusley, Council Member Suckley, Council Member
Roy, Council Member Klein and Council Member Campos
Abstained: 0
4. 24-0618 Approval of the April 9, 2024 Regular Meeting Minutes
The Minutes were approved on the consent agenda.
Consent- Contracts and Procurement
5. 24-0422 Motion authorizing execution of a three-year service agreement with two
one-year option periods with Industrial/Organizational Solutions, of Oak
Brook, Illinois, to provide promotional testing services for the Corpus Christi
Police Department for an amount up to $316,257.00 and a total amount up to
$527,095.00 if both one-year options are exercised, with FY 2024 funding in
an amount of$52,709.50 available through the General Fund.
This Motion was passed on the consent agenda.
Enactment No: M2024-051
6. 24-0119 Motion authorizing execution of a three-year service agreement with two
one-year options with Industrial/Organizational Solutions, of Oak Brook,
Illinois, to provide promotional testing services for the Corpus Christi Fire
Department for an amount up to $348,873.00 and a total amount up to
$581,455.00 if both one-year options are exercised, with FY 2024 funding in
an amount of$58,145.00 available through the General Fund.
This Motion was passed on the consent agenda.
Enactment No: M2024-052
7. 24-0215 Motion authorizing a three-year service agreement with Carahsoft Technology
Corporation, of Reston, Virginia, for a three-year subscription to the Linkedln
Learning for Government to provide professional development and continuing
education resources for City of Corpus Christi employees in an amount up to
$152,398.08, with FY 2024 funding in the amount of$31,917.44 from the
General Fund.
This Motion was passed on the consent agenda.
Enactment No: M2024-053
8. 24-0420 Resolution authorizing renewal of property insurance, including All Other
Perils (AOP), Flood, Named Storm, Wind/Hail, Earthquake, and Equipment
Breakdown insurance, through Carlisle Insurance Agency, Broker of Record,
for the upcoming policy year (May 4, 2024-May 4, 2025), for an annual
premium of$3,769,127.59
This Resolution was passed on the consent agenda.
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Enactment No: 033344
9. 24-0353
Resolution authorizing the purchase of four, six-compartment slide-in kennels
for existing Animal Control vehicles from Deerskin Mfg., Inc. of Springtown,
Texas, for $82,156.00 with FY2024 funding in the amount of$82,156.00 from
the General Fund.
This Resolution was passed on the consent agenda.
Enactment No: 033345
10. 24-0094
Motion authorizing the execution of a one-year service agreement, with two
one-year options for equipment maintenance, with AYC, LLC, dba Hest
Fitness Products, of Corpus Christi, for $112,594.00 and a potential amount
of$136,674.00 if options are exercised for the purchase, installation, and
maintenance of exercise equipment at the Senior Centers for the Parks and
Recreation Department, as approved by Council in the FY 2024 Budget, with
funding of$112,594.00 from the Health 1115 Waiver Fund.
This Motion was passed on the consent agenda.
Enactment No: M2024-054
Consent- Capital Projects
11. 23-1860 Motion awarding a professional services contract to Ardurra Group, of Corpus
Christi, Texas, in an amount up to $3,806,500 to provide design, bid, and
construction phase services for the installation of a new waterline crossing the
Laguna Madre and extending to Padre Island, located in Council Districts 4
and 5, with FY 2024 funding available from the Water Capital Fund.
This Motion was passed on the consent agenda.
Enactment No: M2024-055
12. 24-0507 Motion authorizing a construction contract to Associated Construction
Partners, Ltd., Boerne, Texas, for the Broadway Wastewater Treatment Plant
Rehabilitation project in an amount of$13,484,305.00 for the Total Base Bid
Plus Additive Alternate No. 1, located in Council District 1, with FY 2024
funding available from the Wastewater Capital Fund.
This Motion was passed on the consent agenda.
Enactment No: M2024-056
General Consent Items
13. 24-0423 Motion authorizing an amendment to the Agreement for City-Operated
Corpus Christi-Nueces County Public Health District (CCNCPHD) for
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FY23-24, to restore the remaining six months of the contract services for a
cost of$882,648.00, which were originally scheduled to terminate on April 2,
2024.
This Motion was passed on the consent agenda.
Enactment No: M2024-057
14. 24-0522 Resolution approving the annexation of additional properties to expand the
Corpus Christi Downtown Management District (DMD) southern boundary to
Buford and Water Street, adding an additional 40.721 acres, anticipated to
produce $55,000 annually for the DMD, bringing the current revenues to
$325,000.
This Resolution was passed on the consent agenda.
Enactment No: 033346
J. RECESS FOR LUNCH
Mayor Guajardo recessed the Council meeting for lunch at 2:01 p.m. Executive
Session Items 20-22 were held during the lunch recess. Mayor Guajardo reconvened
the meeting at 3:26 p.m.
K. PUBLIC HEARINGS: (NONE)
L. INDIVIDUAL CONSIDERATION ITEMS: (ITEM 15-18)
15. 24-0617 Ordinance repealing January 30, 2024 City Council approval of Ordinance
No. 033276, which approved the acceptance of the $75,000 Partnership for
Vaccine Equity (PAVE) Grant from the National Association of County and
City Health Officials (NACCHO) to provide a Communications Campaign to
strengthen vaccination uptake, as requested by Council Members Hunter,
Pusley, and Hernandez.
Mayor Guajardo referred to Item 15.
Council Members, City Manager Peter Zanoni, Director of Public Health Fauzia Khan,
and Dr. Srikanth Ramachandruni discussed the following topics: concerns regarding
purpose of grant, its intended target groups, appropriation of funds, and compliance
with the National Association of County and City Health Officials.
Mayor Guajardo opened public comment.
Shawn Flanagan, 4218 Herndon St. and Deborah Williamson, 25 Rock Creek Dr.,
spoke in support of this item.
Mayor Guajardo closed public comment.
Council Member Hernandez moved to approve the ordinance, seconded by Council
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Member Pusley. This Ordinance was passed on first reading and approved with the
following vote:
Aye: 5- Mayor Guajardo, Council Member Hernandez, Council Member Hunter, Council
Member Pusley and Council Member Roy
Nay: 4- Council Member Barrera, Council Member Suckley, Council Member Klein and Council
Member Campos
Abstained: 0
16. 24-0489 Resolution authorizing an Intergovernmental Support Agreement with the
Naval Air Station of Corpus Christi (NASCC) for the City to provide
maintenance and repairs to NASCC's fencing, elevators, roofing, and utility
system utilizing existing and newly procured contracts to provide services to
be reimbursed by NASCC.
Mayor Guajardo referred to Item 16.
Director of Intergovernmental Relations Ryan Skrobarczyk presented information on
the following topics: IGSA overview; and IGSA history.
Mayor Guajardo opened public comment.
There were no comments from the Council or the public.
Mayor Guajardo closed public comment.
Council Member Pusley moved to approve the resolution, seconded by Council
Member Hunter. This Resolution was passed and approved with the following vote:
Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council
Member Hunter, Council Member Pusley, Council Member Suckley, Council Member
Roy, Council Member Klein and Council Member Campos
Abstained: 0
Enactment No: 033347
17. 24-0504
Motion awarding a construction contract to Bay Ltd., of Corpus Christi, Texas,
for Base Bid 4 in an amount of$6,000,000.00, with the option to renew for
one additional year to be administratively authorized for a total amount not to
exceed $12,000,000.00 for Residential Street Rebuild Program FY 2024 and
FY 2025 as planned in the Rapid Pavement Program, located city-wide with
funding available through Street Fund, Storm Water, Wastewater, Water and
Gas Capital Funds.
Mayor Guajardo referred to Item 17.
Council Members, City Manager Peter Zanoni, and Director of Public Works Ernest
De La Garza discussed the following topics: this Rapid Pavement Program is moving
along swiftly which focuses only on residential streets; and there is no penalty if
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contractors don't achieve a certain amount of lane mileage within an allotted time
frame, but the work will be given to another contractor.
Mayor Guajardo opened public comment.
There were no comments from the public.
Mayor Guajardo closed public comment.
Council Member Barrera moved to approve the motion, seconded by Council Member
Hunter. This Motion was passed and approved with the following vote:
Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council
Member Hunter, Council Member Pusley, Council Member Suckley, Council Member
Roy, Council Member Klein and Council Member Campos
Abstained: 0
Enactment No: M2024-058
18. 24-0544 Proposed Bond 2024 Briefing, to include funding amounts per category and a
listing of proposed candidate projects to be presented to stakeholders and
citizens.
Mayor Guajardo referred to Item 18.
Assistant City Manager Neiman Young presented information on the following topics:
key dates for Bond 2024; recent General Obligation Bond programs; guiding
principles to be used in developing the program; city bond background; Bond 2024
program summary; and Bond 2024-street proposed candidate projects.
Council Members, City Manager Peter Zanoni, and Assistant City Manager Young
discussed the following topics: concerns about this proposed bond being the largest
bond in the City's history; the pilot program will include a defined list of sidewalks for a
total of one million dollars; and a request for a workshop to be held to discuss Bond
2024 in greater depth.
M. BRIEFINGS: (ITEM 19)
19. 24-0553 Briefing on Actuarial Audit of Corpus Christi Firefighters' Retirement System
Actuarial Valuation as of December 31, 2020.
Mayor Guajardo referred to Item 19.
Chief Financial Officer Constance Sanchez and Principal Acturarial Consultant Jason
Franken with Foster and Foster presented information on the following topics: Corpus
Christi Firefighters' Retirement System (CCFFRS); pension governance; Corpus
Christi Firefighters' Retirement System (CCFFRS) Board of Trustees (7 members);
CCFFRS support staff; number of firefighter pension recipients; contributions for city
employees; history of contribution rates; funding levels for both pension plans;
City of Corpus Christi Page 8 Printed on 411812024
City Council Meeting Minutes April 16,2024
requirements for actuarial valuation; CCFFRS actuarial valuation; audit for actuarial
valuation; current year actuarial audit; audit objectives; overall findings;
recommendations; and actuary response.
Council Members, CFO Sanchez, and Mr. Franken discussed the following topics:
retired firefighters have received an increase of$110; and a breakdown of
contributions for general city employees and police versus firefighters.
N. EXECUTIVE SESSION: (ITEMS 20-22)
Mayor Guajardo referred to Executive Session Items 20, 21 and 22. The Council went
into Executive Session at 2:01 p.m. The Council returned from Executive Session at
3:26 p.m.
20. 24-0582 Executive Session pursuant to Texas Gov't Code § 551.071 and Texas
Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys
concerning legal issues related to the case of Douglas Edward Taylor v. City
of Corpus Christi, including potential consideration of settlement offers and/or
fees for attorneys, engineers, other expert witnesses assisting in this case,
deposition fees, and court costs, and updates on litigation in other cases.
This E-Session Item was passed after executive session.
The following motion was considered:
Motion to authorize the execution of all documents necessary to settle the case of
Douglas Edward Taylor III vs. City of Corpus Christi in an amount not to exceed
$165,000.
Council Member Barrera moved to approve the motion, seconded by Council Member
Hunter. This Motion was passed and approved with the following vote:
Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council
Member Hunter, Council Member Pusley, Council Member Suckley, Council Member
Roy, Council Member Klein and Council Member Campos
Abstained: 0
Enactment No: M2024-059
21. 24-0609 Executive Session pursuant to Texas Government Code § 551.071 and
Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with
attorneys concerning legal issues related to the City Auditor and Texas
Government Code § 551.074 (personnel matters) to deliberate the
evaluation of the City Auditor.
This E-Session Item was passed after executive session.
The following motion was considered:
Motion to authorize issuance of evaluation of the City Auditor with the final rating of 3
City of Corpus Christi Page 9 Printed on 411812024
City Council Meeting Minutes April 16,2024
out of 4 and increase the Auditor's salary by five percent based on said evaluation.
Council Member Hernandez moved to approve the motion, seconded by Council
Member Barrera. This Motion was passed and approved with the following vote:
Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council
Member Hunter, Council Member Pusley, Council Member Suckley, Council Member
Roy, Council Member Klein and Council Member Campos
Abstained: 0
Enactment No: M2024-060
22. 24-0631 Executive session pursuant to Texas Government Code § 551.071 and
Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with
attorneys concerning legal issues related to incentive(s) for development at
properties adjacent to N. Chaparral Street and Lomax Street, including
floodwall and dry flood proofing, and Texas Government Code § 551.087 to
discuss and deliberate regarding the aforementioned potential financial or
other incentive(s) to business prospects(s) that the governmental body seeks
to have locate, stay, or expand in or near the territory of the City and with
which the City will be conducting economic development negotiations
This E-Session Item was discussed in executive session.
O. ADJOURNMENT
There being no further business, Mayor Guajardo adjourned this meeting at 5:42 p.m
City of Corpus Christi Page 10 Printed on 411812024
s
City of To: Rebecca Huerta, City Secretary
From: Council Members Hunter, Pusley, and Hernandez
®rpuS Date: April 9, 2024
Christi Subject: Ordinance to repeal
We are formally requesting the following a tion: +�
J,
CITY COUNCIL Ordinance repealing action taken on Jan. 30, 2024, for Ordinance No. 033276;
repealing the Partnership for Vaccine Equity (PAVE) Grant of$75,000.00 from the
PO sox 9277 National Association of County and City Health Officials (NACCHO); and
Corpus Christi reappropriating t $75,000.00 funding into the Health Gran u,,�\n )
Texas 78469-9277
Phone 361-826-3105 Q.,
Fax 361-826-3113
www.cctexas.com Coun 1 e e Mich Hunter Council Member MiJPey
Council Member Gil H n ndez
J
Ordinance authorizing acceptance and future amendments of Partnering for
Vaccine Equity (PAVE) Grant for$75,000.00 from the National Association of
County and City Health Officials (NACCHO); and appropriating $75,000.00 in
the Health Grant Fund to provide Communications Campaign to Strengthen
COVID-19 and Influenza vaccination uptake for the period of August 1, 2023,
through July 31, 2024.
Whereas, the National Association of County and City Health Officials has
awarded $75,000 for NACCHO CONTRACT#2023- 112012 to provide the programmatic
activities of CDC GRANT # 6NU380T000306-03-06 which includes a communications
campaign to strengthen COVID-19 and Influenza vaccination.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS, THAT:
SECTION 1. The City Manager or designee is authorized to execute all documents
necessary to accept the Partnering for Vaccine Equity (PAVE) Grant with the National
Association of County and City Health Officials for a grant in the amount $75,000.00 for
the period of August 1, 2023, through July 31, 2024, to provide the programmatic activities
of CDC GRANT # 6NU380T000306-03-06 which includes a communications campaign
to strengthen COVID-19 and Influenza vaccination.
SECTION 2. Funds in the amount of $75,000.00 are appropriated in the Health Grants
Fund No. 1066 to pay for the programmatic activities of CDC GRANT#6NU380T000306-
03-06, which includes a communications campaign to strengthen COVID-19 and
Influenza vaccination.
SECTION 3. The City Manager or designee is authorized to execute any future
amendments to the Contract that extend the contract period or increase or decrease the
amount of the grant.
SECTION 4. A copy of the executed health grant contract and amendments shall be filed
in the office of the City Secretary.
Introduced and voted on the I b �' day of 2024.
PASSED and APPROVED on the W'Nay of 2024.
ATTE T:
j An V."Ji
Paulette Guajardo, Mayor Re cca Huerta, City Secretary
1
0 3 3 2 7 6 SCANNED
CITY OF CORPUS CHRISTI
CERTIFICATION OF FUNDS
(City Charter Article IV, Sections 7 & 8)
I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized
representative), hereby certify to the City Council and other appropriate officers that the money required
for the current fiscal year's portion of the contract, agreement, obligation or expenditure described
below i; in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has
not been appropriated for any other purpose. Future payments are subject to annual appropriation
by the City Council.
City Council Action Date: January W8; 2024 Legistar Number: 23-2049
Agenda Item:
Ordinance authorizing acceptance and future amendments of Partnering for Vaccine Equity (PAVE)
Grant for $75,000.00 from the National Association of County and City Health Officials (NACCHO); and
appropriating $75,000.00 in the Health Grant Fund to provide Communications Campaign to Strengthen
COVID-19 and Influenza vaccination uptake for the period of August 1, 2023, through July 31, 2024.
Amount Required: $75,000.00
Fund Name Accounting Account Activity No. Amount
Unit No.
NACCHO 1066 Various 831568F $75,000.00
Total $75,000.00
❑ Certification Not Required
(4 --
irector of Financial Services
Date: 1 I li 3
Ordinance repealing Ordinance No. 033276 and repealing acceptance of the
Partnering for Vaccine Equity (PAVE) Grant of $75,000.00 from the National
Association of County and City Health Officials (NACCHO).
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS, THAT:
SECTION 1. Ordinance #033276, adopted on January 30, 2024, is hereby repealed.
SECTION 2. The acceptance of the Partnering for Vaccine Equity (PAVE) Grant with the
National Association of County and City Health Officials for a grant of $75,000.00 is
hereby repealed.
Introduced and voted on the day of , 2024.
PASSED and APPROVED on the day of , 2024.
ATTEST:
Paulette Guajardo, Mayor Rebecca Huerta, City Secretary
1
SC
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0
v
kc®BPo&PI" AGENDA MEMORANDUM
1852 Action Item for the City Council Meeting April 23, 2024
DATE: April 23, 2024
TO: Peter Zanoni, City Manager
FROM: Ernesto De La Garza, Director of Public Works
ErnestoD2(abcctexas.com
(361) 826-1677
Josh Chronley, Assistant Director of Finance & Procurement
Josh C2Ca-).cctexas.com
(361) 826-3169
Cement in Bulk for Public Works
CAPTION:
Motion authorizing execution of a two-year supply agreement with South Texas Cement, LLC, of
New Braunfels, with an office in Corpus Christi, in an amount not to exceed $199,000.00, for bulk
cement for the Public Works Department, with FY 2024 funding of $41,458.33 from the Street
Fund.
SUMMARY:
Motion authorizing a two-year supply agreement with South Texas Cement, LLC of Corpus Christi,
for cement in bulk for the Public Works Department.
BACKGROUND AND FINDINGS:
Cement in bulk will be utilized by Public Works Street Operations by mixing cement into existing
roadway material with a Reclaimer. Cement stabilizing existing roadways is a good way to reutilize
the existing material by making it more durable and longer lasting while reducing construction
time. The recycling of existing roadway materials reduces the need to haul off and bring in new
material making it a cost-effective alternative in reconstruction and rehabilitation of roadways.
PROCUREMENT DETAIL:
Finance & Procurement conducted a competitive Request for Bid to obtain bids for a two-year
supply agreement to provide cement in bulk for the Public Works Department. Finance &
Procurement included in its request for bid, 10 commodity codes for concrete and cement which
generated over 550 notifications to suppliers of products and services requested. The City
received one responsive, responsible bid, and is recommending the award to the South Texas
Cement, LLC of Corpus Christi. South Texas Cement, LLC has supplied the City on various
projects through the years and is the incumbent for cement in bulk. This vendor is the only regional
supplier of cement.
The price per ton of cement in bulk has increased over the years and the table below will reflect
the differences from year to year which coincides with competitive market pricing. The price per
ton the City is receiving includes delivery and spreader bar cost.
South South South
Texas Texas Texas
2019 Cement 2023 Cement 2024 Cement
Unit Unit Unit Variance
Description Unit Qty Price Qty Price Qty Price Cost per
Ton
Cement in bulk Tons 250 $152.00 200 $190.00 1,000 $199.00 4.7/
Cement prices in the United States from 2010 to 2023
(in U.S. dollars per metric ton)
2010
1 �
• 92 a0
140
0
124 125 127
$ 125 117 121 '
111
1 i}5.5
E 1 ,5
1110 95
EL 92 $9.5 $9.5 GG
1"
b
O
7S .... ....,. ...... _._.. ..,.. ...
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so
25 ... .. ___. .._._ .._.. ...
0
2010 2011 2-012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2422° 2023°
c Statista 2024 Ik
0 Additional Information Show source 0
ALTERNATIVES:
An alternative to this motion would be to find another material to strengthen our existing road
material during rehab or remove and replace bad road material causing longer durations for
reconstruction and rehabilitation.
FISCAL IMPACT:
The fiscal impact for FY 2024 is $41,458.33 with funding available in the Street Fund.
FUNDING DETAIL:
Fund: Street Fund
Organization/Activity: 12430 Surface Preservation
Department: 33 Streets
Project # (CIP Only): N/A
Account: 530215 Maintenance and Repairs Contracted
RECOMMENDATION:
Staff recommends approval to execute this motion authorizing a two-year supply agreement with
South Texas Cement, LLC, of Corpus Christi for cement in bulk for the Public Works Department
as presented.
LIST OF SUPPORTING DOCUMENTS:
Service Agreement
Supply Agreement
City of Corpus Christi Bid Tabulation
Procurement RFB 5255 -Cement in Bulk for Public Works
Sr. Buyer- Marco Lozano
South Texas Cement, LLC
Corpus Christi, Texas
ITEM DESCRIPTION 2-Year UNIT UNIT COST 2-YR
Qty. PRICE TOTAL
Cement in bulk, including freight and
1 1,000 Tons $ 199.00 $ 199,000.00
spreader bar for each delivery
TOTAL 1 $ 199,000.00
DocuSign Envelope ID:C004038E-D35E-4369-8FDA-A41CF95EDE41
se
GO
Off' �
SUPPLY AGREEMENT NO. 5255
U
Cement in Bulk for Public Works
NOOOPOR 1E�
1852
THIS Cement in Bulk for Public Works Supply Agreement ("Agreement") is entered
into by and between the City of Corpus Christi, a Texas home-rule municipal
corporation ("City") and South Texas Cement, LLC ("Contractor"), effective upon
execution by the City Manager or the City Manager's designee ("City Manager").
WHEREAS, Contractor has bid to provide Cement in Bulk for Public Works in
response to Request for Bid No. 5255 ("RFB"), which RFB includes the required scope of
work and all specifications and which RFB and the Contractor's bid response are
incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each
were fully set out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Cement in Bulk for Public Works in accordance
with the attached Scope of Work, as shown in Attachment A, the content of which
is incorporated by reference into this Agreement as if fully set out here in its
entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to
and have the same meaning.
2. Term.
(A) The Term of this Agreement is two years beginning on the date provided
in the Notice to Proceed from the Contract Administrator or the City's
Procurement Division. The parties may mutually extend the term of this Agreement
for up to zero additional zero-year periods ("Option Period(s)"), provided, the
parties do so in writing prior to the expiration of the original term or the then-current
Option Period.
(B) At the end of the Term of this Agreement or the final Option Period, the
Agreement may, at the request of the City prior to expiration of the Term or final
Option Period, continue on a month-to-month basis for up to six months with
compensation set based on the amount listed in Attachment B for the Term or the
final Option Period. The Contractor may opt out of this continuing term by
providing notice to the City at least 30 days prior to the expiration of the Term or
final Option Period. During the month-to-month term, either Party may terminate
the Agreement upon 30 days' written notice to the other Party.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$199,000.00, subject to approved extensions and changes. Payment will be made
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for goods delivered and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. All pricing must be in accordance
with the attached Bid/Pricing Schedule, as shown in Attachment B, the content
of which is incorporated by reference into this Agreement as if fully set out here in
its entirety. Any amount not expended during the initial term or any option period
may, at the City's discretion, be allocated for use in the next Option Period.
Invoices must be mailed to the following address with a copy provided to the
Contract Administrator:
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
Name: Velma Pena
Department: Public Works
Phone: 361.826.1933
Email: VelmaP@cctexas.com
5. Insurance. Before performance can begin under this Agreement, the Contractor
must deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days'
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of products to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of products to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and products will remain with
the Contractor until such time as the products are delivered and accepted by
the City.
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7. Inspection and Acceptance. City may inspect all products supplied before
acceptance. Any products that are delivered but not accepted by the City must
be corrected or replaced immediately at no charge to the City. If immediate
correction or replacement at no charge cannot be made by the Contractor, a
replacement product may be bought by the City on the open market and any
costs incurred, including additional costs over the item's bid price, must be paid
by the Contractor within 30 days of receipt of City's invoice.
8. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement
are new, quality items that are free from defects, fit for their intended purpose,
and of good material and workmanship. The Contractor warrants that it has clear
title to the products and that the products are free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Contractor or, if indicated in Attachment D by the
manufacturer, for the period stated in Attachment D. Attachment D is attached
to this Agreement and is incorporated by reference into this Agreement as if fully
set out here in its entirety.
9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City's actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement and including
any Option Period. Substitutions and deviations from the City's product
requirements or specifications are prohibited without the prior written approval of
the Contract Administrator
10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such products in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
12. Subcontractors. In providing the Goods, Contractor will not enter into
subcontracts or utilize the services of subcontractors.
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13. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Velma Pena
Title: Contracts and Funds Administrator
Address: 2525 Hygeia Street, Corpus Christi, Texas 78415
Phone: 361 .826.1933
Fax: 361-826-1627
IF TO CONTRACTOR:
South Texas Cement, LLC
Attn: Lee Hunter III
Title: Sales
Address: 2202 E. Navigation Blvd., Corpus Christi, Texas 78402
Phone: 361-885-0023
Fax: 361-885-0038
17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS ("►NDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER K►ND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES,
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR ►N CONNECTION
WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
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AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS
EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Termination.
(A) The City may terminate this Agreement for Contractor's failure to comply with
any of the terms of this Agreement. The City must give the Contractor written
notice of the breach and set out a reasonable opportunity to cure. If the
Contractor has not cured within the cure period, the City may terminate this
Agreement immediately thereafter.
(B) Alternatively, the City may terminate this Agreement for convenience upon
30 days advance written notice to the Contractor. The City may also terminate
this Agreement upon 24 hours written notice to the Contractor for failure to pay or
provide proof of payment of taxes as set out in this Agreement.
19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a
copy of the owner's manual and/or preventative maintenance guidelines or
instructions if available for any equipment purchased by the City pursuant to this
Agreement. Contractor must provide such documentation upon delivery of such
equipment and prior to receipt of the final payment by the City.
20. Limitation of Liability. The City's maximum liability under this Agreement is limited
to the total amount of compensation listed in Section 3 of this Agreement. In no
event shall the City be liable for incidental, consequential or special damages.
21. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
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22. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
23. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1); then,
D. the Contractor's bid response (Exhibit 2).
24. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement if required
by said statute.
25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws
in the performance of this Agreement. The applicable law for any legal disputes
arising out of this Agreement is the law of the State of Texas, and such form and
venue for such disputes is the appropriate district, county, or justice court in and
for Nueces County, Texas.
26. Public Information Act Requirements. This paragraph applies only to agreements
that have a stated expenditure of at least $1,000,000 or that result in the
expenditure of at least $1,000,000 by the City. The requirements of Subchapter J,
Chapter 552, Government Code, may apply to this contract and the Contractor
agrees that the contract can be terminated if the Contractor knowingly or
intentionally fails to comply with a requirement of that subchapter.
27. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
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CONTRACTOR
Lr-
Printed ...Signed by:
Signature:Name: R. Lee Hunter
Title: sales
Date: 4/1/2024
CITY OF CORPUS CHRISTI
Josh Chronley
Assistant Director of Finance — Procurement
Date:
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit 1: RFB No. 5255
Exhibit 2: Contractor's Bid Response
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O
ATTACHMENT A: SCOPE OF WORK
2867
1.1 General Requirements/Background Information
A. The Contractor shall provide 1,000 Tons / 2-Year Supply of:
* Cement - (Type I Normal or Type II Moderate Sulfate Resistance) in
bulk (including Freight and Spreader Bar for each delivery)
B. Public Works Department-Street Operations Division requires cement in bulk
to be delivered to various locations/citywide projects within City limits.
C. Deliveries shall be scheduled between 6:30 AM and 5:00 PM, Mondays
through Fridays, excluding City holidays.
Public Works Department
Street Operations Division
2525 Hygeia Street
Corpus Christi, TX 78415
1.2 Scope of Work
A. The Contractor shall provide Alkali Portland Cement (in Bulk), which will be
used to stabilize existing roadways for rehabilitation purposes throughout
the City.
B. The Contractor shall provide the cement in bulk with a spreader bar for
each delivery.
1.3 Invoicinci
The Contractor shall submit an itemized invoice for payment, which shall
include the following:
• Supply Agreement Number
• Purchase Order Number
• Name and address of service location
• Delivery ticket with description of item and quantity delivered.
Point of Contact
Manuel Hernandez, Assistant Director
Public Works Department (Street Operations Division)
(361) 826-1812 Office
(361) 947-5500 Mobile
Manuelh2@cctexas.com
DocuSign Envelope ID:C004038E-D35E-4369-8FDA-A41 CF95EDE41
Attachment B - Pricing
Go,�vs
a� CITY OF CORPUS CHRISTI
CONTRACTS AND PROCUREMENT
BID FORM
bOgPORPtEO
xs5� RFB No. 5255
Cement in Bulk for Public Works
PAGE 1 OF 1
Date: It (cl ?47-3
Authorized
Bidder: cJ®,nA IcxA5, CEr�G�-�'�" Signature:
1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before
completing bid.
2. Quote your best price for each item.
3. In submitting this bid, Bidder certifies that:
a. the prices in this bid have been arrived at independently, without consultation,
communication, or agreement with any other Bidder or competitor, for the
purpose of restricting competition with regard to prices.
b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information
on file with City's Contracts and Procurement office, pursuant to the Code of
Ordinances, is current and true.
c. Bidder is current with all taxes due and company is in good standing with all
applicable governmental agencies.
d. Bidder acknowledges receipt and review of all addenda for this RFB.
ITEM DESCRIPTION 2-Year UNIT UNIT COST PRICE TOTAL
Cement in bulk, including
1 freight and spreader bar for 1,000 Tons $
each deliver
2-Year TOTAL
€ DocuSign Envelope ID:C004038E-D35E-4369-8FDA-A41CF95EDE41
f
E
Attachment C: Insurance and Bond Requirements
I. CONTRACTOR'S LIABILITY INSURANCE
i
A. Contractor must not commence work under this agreement until all insurance required
has been obtained and such insurance has been approved by the City. Contractor
must not allow any subcontractor Agency to commence work until all similar insurance
required of any subcontractor Agency has been obtained.
B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1)
copy of Certificates of Insurance (COI) with applicable policy endorsements showing
the following minimum coverage by an insurance company(s) acceptable to the
City's Risk Manager. The City must be listed as an additional insured on the General
liability and Auto Liability policies by endorsement, and a waiver of subrogation is
required on all applicable policies. Endorsements must be provided with COI. Project
name and or number must be listed in Description Box of COI.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-written day notice of cancellation, Bodily Injury and p roperty
required on all certificates or by Damage Per occurrence -
applicable policy endorsements aggregate
Commercial General Liability $1,000,000 Per Occurrence
Including:
1. Commercial Broad Form
2 Premises -Operations
3. Products/Completed
Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury-Advertising Injury
AUTO LIABILITY (including) $500,000 Combined Single Limit
1. Owned
2 Hired and Non-Owned
3. Rented/Leased
WORKERS' COMPENSATION Statutory
EMPLOYER'S LIABILITY $500,000/$500,000/$500,000
POLLUTION LIABILITY $1,000,000 Per Occurrence
(Including Cleanup and Remediation)
Risk Review
C. In the event of accidents of any kind related to this agreement, Contractor must furnish
the Risk Manager with copies of all reports of any accidents within 10 days of the
Page 2 of 3
DocuSign Envelope ID:C004038E-D35E-4369-8FDA-A41CF95EDE41
accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers' compensation
coverage through a licensed insurance company. The coverage must be written on
a policy and endorsements approved by the Texas Department of Insurance. The
workers' compensation coverage provided must be in an amount sufficient to assure
that all workers' compensation obligations incurred by the Contractor will be
promptly met.
B. Contractor shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Contractor's sole expense, insurance
coverage written on an occurrence basis, by companies authorized and admitted
to do business in the State of Texas and with an A.M. Best's rating of no less than A-
VII.
C. Contractor shall be required to submit a copy of the replacement certificate of
insurance to City at the address provided below within 10 days of the requested
change. Contractor shall pay any costs incurred resulting from said changes. All
notices under this Article shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi,TX 78469-9277
D. Contractor agrees that with respect to the above required insurance, all
insurance policies are to contain or be endorsed to contain the following
required provisions:
List the City and its officers, officials, employees, volunteers, and elected
representatives as additional insured by endorsement, as respects operations,
completed operation and activities of, or on behalf of, the named insured
performed under contract with the City, with the exception of the workers'
compensation policy;
Provide for an endorsement that the "other insurance" clause shall not apply to the
City of Corpus Christi where the City is an additional insured shown on the policy;
Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
Provide thirty (30) calendar days advance written notice directly to City of any
suspension, cancellation, non-renewal or material change in coverage, and not less
than ten (10) calendar days advance written notice for nonpayment of premium.
Page 2 of 3
DocuSign Envelope ID:C004038E-D35E-4369-8FDA-A41CF95EDE41
E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of
coverage, Contractor shall provide a replacement Certificate of Insurance and
applicable endorsements to City. City shall have the option to suspend Contractor's
performance should there be a lapse in coverage at any time during this contract.
Failure to provide and to maintain the required insurance shall constitute a material
breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's failure to
provide and maintain any insurance or policy endorsements to the extent and within
the time herein required, the City shall have the right to order Contractor to remove
the exhibit hereunder, and/or withhold any payment(s) if any, which become due
to Contractor hereunder until Contractor demonstrates compliance with the
requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which
Contractor may be held responsible for payments of damages to persons or property
resulting from Contractor's or its subcontractor's performance of the work covered
under this agreement.
H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory
with respect to any insurance or self insurance carried by the City of Corpus Christi
for liability arising out of operations underthis agreement.
I. It is understood and agreed that the insurance required is in addition to and separate
from any other obligation contained in this agreement.
Bond Requirements:
No bonds are required.
2021 Insurance Requirements
Ins. Req. Exhibit 4-C
Contracts for General Services -Services Performed Onsite - Pollution
05/10/2021 Risk Management- Legal Dept.
Page 3 of 3
DocuSign Envelope ID:C004038E-D35E-4369-8FDA-A41CF95EDE41
ATTACHMENT D: WARRANTY REQUIREMENTS
No Warranty Required.
Page 1 of 1
O
n
Cement in Bulk for Street Operations
Two Year Supply Agreement
Council Presentation
Aril 23, 2024
Cement in Bulk
• Solicitation through Request for Bids (RFB)
• $199,000 two year supply agreement with South Texas
Cement, LLC
• Material utilized for:
➢ Strengthen and stabilize existing roadway material
LO�yp U 5 CH,P,f
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4 i ,
u m PUBLIC WORKS
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Questions?
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kc®BPo&PI" AGENDA MEMORANDUM
1852 Action Item for the City Council Meeting April 23, 2024
DATE: April 23, 2024
TO: Peter Zanoni, City Manager
FROM: Brett Van Hazel, Director of Asset Management
Brettvh(a-).cctexas.com
(361) 826-3273
Josh Chronley, Assistant Director of Finance-Procurement
Josh C2Ca-).cctexas.com
(361) 826-3169
Procurement of 91 Vehicles and Equipment Units
75 Replacements and 16 New Added to the Fleet
CAPTION:
Resolution authorizing the acquisition of 91 vehicles and equipment units by various departments,
as approved in the adopted FY 2024 Budget, of which 84 units will be outright purchases and
seven units will be lease-purchases through JPMorgan for $9,621,339.78, with such items to be
acquired in the manner, at the amounts, and from the sources stated with FY 2024 funding of
$7,856,853.45 and the remaining balance of $1,764,486.33 for the lease purchase items to be
funded through the annual budget process.
SUMMARY:
Resolution authorizes the acquisition of a total of 91 vehicles and equipment units by various
departments. All 91 units will be purchased through BuyBoard, Sourcewell, HGAC, Omnia, and
TIPS Cooperatives with 84 units to be outright purchases and seven units to be lease purchases.
Of the 91 units, 75 are replacements and 16 will be added to the fleet.
BACKGROUND AND FINDINGS:
The Corpus Christi Animal Care Services Department - is authorized to acquire by purchase (i)
two Ford F250 regular cab 4x4 animal control body trucks from Silsbee Ford in Silsbee, for
$199,771.00 with funding from the FY 2024 General Fund; (ii) one Ford F250 regular cab 4x4
animal control body truck from Silsbee Ford in Silsbee, for $99,885.50 with funding from the FY
2024 Fleet Equipment Replacement Fund. Items (i) and (ii) identified in this section will be
acquired through the TIPS Cooperative.
The Corpus Christi Asset Management Department- is authorized to acquire by purchase (i) two
Ford F550 regular cab trucks one with an air compressor and one with a welder for a total of
$352,081.95 with funding from the FY 2024 Fleet Equipment Replacement Fund; (ii) one Ford
F150 extended cab truck for a total amount of $51,158.75 from Silsbee Ford in Silsbee, with FY
2024 Funding from the Facility and Property Management Fund. Items (i) and (ii) identified in this
section will be acquired through the TIPS Cooperative.
The Corpus Christi Water Department— is authorized to acquire by purchase (i) five club car
carryall 1500 for a total amount of $86,641.34 with funding from the FY 2024 Wastewater Fund;
(ii) three club car carryall 1500 for a total amount of $58,382.46 with funding from the FY 2024
Fleet Equipment Replacement Fund from Corpus Christi Golf Cars in Corpus Christi; (iii) one
Western Star 47X chassis with ECO900 body combination Jetter and Vacuum Truck; (iv) one
Western Star 47X chassis truck with 12—cubic yard dump truck; (v)one Western Star 47X chassis
12- cubic yard body dump truck from Doggett Freightliner of STX in Austin, for a total amount of
$1,128,385.50 with $682,324.50 from the FY 2024 Fleet Equipment Replacement Fund,
$223,030.50 from the FY 2024 Wastewater Fund, $223,030.50 from the FY 2024 Fleet Equipment
Replacement Fund; (vi) one Wachs Grande LX Valve Exerciser Trailer from EH Wachs in
Lincolnshire, Illinois for a total amount of $124,245.51 with funding from the FY 2024 Fleet
Equipment Replacement Fund; (vii) one Freightliner M2-106 chassis with 6-8 cubic yard dump
truck, (viii) one M2-106 chassis with Klein 2300 gallon water tank body; (ix)two M2-106 crew truck
chassis with service body and 8,000 pound crane from Houston Freightliner in Houston, for a total
amount of $897,300.80 with $177,919.50 from the Water Fund, and $719,381.30 from the Fleet
Equipment Replacement Fund; (x) one International CV 16000 service body truck from Kyrish
Truck Centers in San Antonio, for a total amount of $94,543.52 with funding from the FY 2024
Fleet Equipment Replacement Fund; (xi) three Ford F250 extended cab service body; (xii) one
FordF250 crew cab 4x4; (xiii) one Ford F450 crew cab diesel crane body; (xiv) two Ford F150
extended cab 4x4; (xv) three Ford F150 crew cab 4x4; (xvii) one Ford F150 crew cab for a total
of $758,018.74 with funding from the FY24 Fleet Equipment Replacement Fund; (xvi) one Ford
F250 crew cab 4x4 diesel; (xvii) one Ford F350 crew cab dually service body; (xviii) two Ford
F150 crew cab; (xix) two Ford F150 crew cab 4x4 for a total of $400,594.28 from the FY 2024
Wastewater Fund; (xx) one Ford F150 extended cab 4x4 for a total of $53,845.17 with funding
from the FY 2024 Water Fund from Silsbee Ford in Silsbee, for a grand total of $1,212,458.19.
Items identified as (i), and (ii) in this section will be acquired through the Omnia Cooperative, items
identified as (iii), (iv), (v)and (vi)in this section will be acquired through the BuyBoard Cooperative;
items identified as (vii), (viii) and (ix) in this section will be acquired through the HGAC
Cooperative; item identified as (x) in this section will be acquired through the Sourcewell
Cooperative; items identified as (xi), (xii), (xiii), (xiv), (xv) and (xvi) in this section will be acquired
through the TIPS Cooperative.
The Corpus Christi Engineering Services Department - is authorized to acquire by purchase (i)
one Ford F150 Regular Cab from Silsbee Ford in Silsbee, Texas for a total amount of$38,875.00
with funding from the FY 2024 Fleet Equipment Replacement Fund and will be acquired through
the TIPS Cooperative.
The Corpus Christi Gas Department — is authorized to acquire by purchase (i) eight Ford F250
extended cab BI-CNG service body trucks; (ii) one Ford F450 crew cab canopy body; (iii) one
Ford F550 crew cab 3yd dump truck; (iv) three Ford F150 extended cab trucks; (v) one Ford F150
crew cab 4x4 truck from Silsbee Ford in Silsbee, for a total amount of$1,135,682.99 with funding
from the FY 2024 Fleet Equipment Replacement Fund and will be acquired through the TIPS
Cooperative.
The Parks and Recreation Department — is authorized to acquire by purchase (i) two club car
carryall 500 from Corpus Christi Golf Cars in Corpus Christi, for a total amount of$28,304.98 with
funding from the FY 2024 Marina Fund; (ii) two Ford F250 crew cab service body with liftgate; (iii)
one Ford F250 crew cab 4x4; (iv) one Ford F550 regular cab 3yd dump truck; (v) two Ford F150
crew cab 4x4 trucks from Silsbee Ford in Silsbee, for a total amount of $430,513.17 with
$76,262.18 funding from the FY 2024 General Fund and $354,250.99 from the FY 2024 Fleet
Equipment Replacement Fund. Item (i) identified in this section will be acquired through the Omnia
Cooperative and item (ii), (iii), (iv) and (v) identified in this section will be acquired through the
TIPS Cooperative.
The Corpus Christi Police Department - is authorized to acquire by purchase (i) one Chevrolet
Tahoe PPV from Lake Country Chevrolet in Jasper, for a total amount of$58,571.97 from the FY
2024 Crime Control Fund and acquired through the TIPS Cooperative.
The Public Works Department - is authorized to acquire by purchase (i) two John Deere 5100E
cab tractors; (ii) four Modern Predator 15' Mowers from John Deere Company in Cary, North
Carolina for a total amount of $298,056.74 with funding from the FY 2024 Fleet Equipment
Replacement Fund; (iii)two Ford F250 crew cab trucks; (iv) one Ford F550 crew cab service Body
truck; (v) three Ford F150 crew cab 4x4 trucks from Silsbee Ford in Silsbee, for a total amount of
$410,001.91 with $61,788.55 funding from the FY 2024 Storm Water Fund and $348,213.36 from
the FY 2024 Fleet Equipment Replacement Fund. Items (i) and (ii) identified in this section are to
be acquired through the BuyBoard Cooperative, items (iii) and (iv) identified in this section will be
acquired through the TIPS Cooperative.
The Solid Waste Department — is authorized to acquire by lease purchase (i) one Freightliner M2
chassis with Peterson TL3 body self-loading truck; (ii) one fuel and lube truck from Houston
Freightliner Inc. in Houston, for a total amount of $725,208.61 with $60,434.05 from the FY 2024
General Fund; (iii) four Western Star 47X tractor truck with wet kit; (iv) one Western Star 47X 18-
cubic yard demolition dump truck from Doggett Freightliner of STX in Austin, for a total amount of
$1,199,685.67 with $99,973.90 from the FY 2024 General Fund. Additionally, they are authorized
to acquire by purchase (v) two Freightliner M2 chassis with Peterson TL3 body self-loading trucks
from Houston Freightliner Inc. in Houston, for a total amount of$561,209.00 with funding from the
FY 2024 Fleet Equipment Replacement Fund; (vi) one Ford F250 extended cab 4x4; (vii) one
Ford F250 crew cab service body; (viii) one Ford F350 crew cab dually service body; (ix) one Ford
F450 crew cab diesel stake body with liftgate; (x) one Ford F250 crew cab diesel truck from
Silsbee Ford in Silsbee, for a total amount of $430,375.22 with $66,799.98 funding from the FY
2024 General Fund and $363,575.24 funding from the FY 2024 Fleet Equipment Replacement
Fund. Items (i) and (ii) in this section will be acquired through the HGAC Cooperative, item (iii)
and (iv) identified in this section will be acquired through the BuyBoard Cooperative, items (v),
(vi), (vii), (viii), (ix), and (x) identified in this section will be acquired through the TIPS Cooperative.
PROCUREMENT DETAIL:
The procurement is through the BuyBoard, Sourcewell, HGAC, Omnia, and TIPS Cooperatives.
Contracts awarded through the cooperative have been competitively procured in compliance with
Texas Local and State procurement requirements.
Procurement staff have modified their business practices and taken a proactive approach to our
vehicle procurement process and used all resources available to ensure vehicles and equipment
can be sourced and delivered in a timely manner using economically favorable methods. The FY
2024 budget includes 236 new and replacement vehicles and equipment. The approval of this
item represents a total of 84% or 199 units procured to date for FY 2024.
ALTERNATIVES:
The alternative would be to continue using current units that are beyond their expected service
lives. This would increase the cost of repairs and loss of productive man-hours due to more
frequent maintenance issues.
FISCAL IMPACT:
The FY 2024 fiscal impact of these purchases totals $7,856,853.45 funded by various department
funds. The remaining balance of $1 ,764,486.33 for the lease purchase items will be funded
through the annual budget process. The interest rate for the lease-purchased items is 4.50% for
a total cost of $204,058.68 and a term of 60 months.
FUNDING DETAIL:
Various
RECOMMENDATION:
Staff recommends approval of this item as presented.
LIST OF SUPPORTING DOCUMENTS:
Resolution
Exhibit 1 Spreadsheet
Exhibit 2 Spreadsheet
Resolution authorizing the acquisition of 91 vehicles and equipment by
various departments, of which 84 units will be outright purchases and seven
units will be lease-purchases through JPMorgan for$9,621,339.78, with such
items to be acquired in the manner, at the amounts, and from the sources
stated with FY 2024 funding of $7,856,853.45 and the remaining balance of
$1,764,486.33 for the lease purchase items to be funded through the annual
budget process.
WHEREAS, various City departments need to acquire both new and replacement fleet
vehicles and equipment via direct purchase and lease-purchase; and
WHEREAS, such acquisitions are to be sourced through purchasing cooperatives in the
manner, at the amounts stated, and from the funding accounts identified in this resolution.
Be it resolved by the City Council of the City of Corpus Christi, Texas:
Section 1. The City Council specifically finds that the foregoing statements included in the
preamble of this resolution are true and correct and adopts such findings for all intents and
purposes related to the authorization of these procurements.
Section 2. The Corpus Christi Animal Care Services Department - is authorized to acquire by
purchase (i) two Ford F250 regular cab 4x4 animal control body trucks from Silsbee Ford in
Silsbee, for $199,771.00 with funding from the FY 2024 General Fund; (ii) one Ford F250 regular
cab 4x4 animal control body truck from Silsbee Ford in Silsbee, for $99,885.50 with funding from
the FY 2024 Fleet Equipment Replacement Fund. Items (i) and (ii) identified in this section will be
acquired through the TIPS Cooperative.
Section 3. The Corpus Christi Asset Management Department- is authorized to acquire by
purchase (i) two Ford F550 regular cab trucks one with an air compressor and one with a welder
for a total of $352,081.95 with funding from the FY 2024 Fleet Equipment Replacement Fund; (ii)
one Ford F150 extended cab truck for a total amount of $51 ,158.75 from Silsbee Ford in Silsbee,
with FY 2024 Funding from the Facility and Property Management Fund. Items (i)and (ii) identified
in this section will be acquired through the TIPS Cooperative.
Section 4. The Corpus Christi Water Department— is authorized to acquire by purchase (i) five
club car carryall 1500 for a total amount of$86,641 .34 with funding from the FY 2024 Wastewater
Fund; (ii) three club car carryall 1500 for a total amount of $58,382.40 with funding from the FY
2024 Fleet Equipment Replacement Fund from Corpus Christi Golf Cars in Corpus Christi; (iii)
one Western Star 47X chassis with ECO900 body combination Jetter and Vacuum Truck; (iv) one
Western Star 47X chassis truck with 12 —cubic yard dump truck; (v)one Western Star 47X chassis
12- cubic yard body dump truck from Doggett Freightliner of STX in Austin, for a total amount of
$1,128,385.50 with $682,324.50 from the FY 2024 Fleet Equipment Replacement Fund,
$223,030.50 from the FY 2024 Wastewater Fund, $223,030.50 from the FY 2024 Fleet Equipment
Replacement Fund; (vi) one Wachs Grande LX Valve Exercisor Trailer from EH Wachs in
Lincolnshire, Illinois for a total amount of $124,245.51 with funding from the FY 2024 Fleet
Equipment Replacement Fund; (vii) one Freightliner M2-106 chassis with 6-8 cubic yard dump
truck, (viii) one M2-106 chassis with Klein 2300 gallon water tank body; (ix)two M2-106 crew truck
chassis with service body and 8,000 pound crane from Houston Freightliner in Houston, for a total
amount of $897,300.80 with $177,919.50 from the Water Fund, and $719,381.30 from the Fleet
Equipment Replacement Fund; (x) one International CV 16000 service body truck from Kyrish
Truck Centers in San Antonio, for a total amount of $94,543.52 with funding from the FY 2024
Fleet Equipment Replacement Fund; (xi) three Ford F250 extended cab service body; (xii) one
FordF250 crew cab 4x4; (xiii) one Ford F450 crew cab diesel crane body; (xiv) two Ford F150
extended cab 4x4; (xv) three Ford F150 crew cab 4x4; (xvii) one Ford F150 crew cab for a total
of $758,018.74 with funding from the FY24 Fleet Equipment Replacement Fund; (xvi) one Ford
F250 crew cab 4x4 diesel; (xvii) one Ford F350 crew cab dually service body; (xviii) two Ford
F150 crew cab; (xix) two Ford F150 crew cab 4x4 for a total of $400,594.28 from the FY 2024
Wastewater Fund; (xx) one Ford F150 extended cab 4x4 for a total of $53,845.17 with funding
from the FY 2024 Water Fund from Silsbee Ford in Silsbee, for a grand total of $1,212,458.19.
Items identified as (i), and (ii) in this section will be acquired through the Omnia Cooperative, items
identified as (iii), (iv), (v)and (vi)in this section will be acquired through the BuyBoard Cooperative;
items identified as (vii), (viii) and (ix) in this section will be acquired through the HGAC
Cooperative; item identified as (x) in this section will be acquired through the Sourcewell
Cooperative; items identified as (A), (xii), (xiii), (xiv), (xv) and (xvi) in this section will be acquired
through the TIPS Cooperative.
Section 5. The Corpus Christi Engineering Services Department - is authorized to acquire by
purchase (i) one Ford F150 Regular Cab from Silsbee Ford in Silsbee, Texas for a total amount
of $38,875.00 with funding from the FY 2024 Fleet Equipment Replacement Fund and will be
acquired through the TIPS Cooperative.
Section 6. The Corpus Christi Gas Department — is authorized to acquire by purchase (i) eight
Ford F250 extended cab BI-CNG service body trucks; (ii) one Ford F450 crew cab canopy body;
(iii) one Ford F550 crew cab 3yd dump truck; (iv) three Ford F150 extended cab trucks; (v) one
Ford F150 crew cab 4x4 truck from Silsbee Ford in Silsbee, for a total amount of $1,135,682.99
with funding from the FY 2024 Fleet Equipment Replacement Fund and will be acquired through
the TIPS Cooperative.
Section 7. The Parks and Recreation Department — is authorized to acquire by purchase (i)
two club car carryall 500 from Corpus Christi Golf Cars in Corpus Christi, for a total amount of
$28,304.95 with funding from the FY 2024 Marina Fund; (ii) two Ford F250 crew cab service body
with liftgate; (iii) one Ford F250 crew cab 4x4; (iv) one Ford F550 regular cab 3yd dump truck; (v)
two Ford F150 crew cab 4x4 trucks from Silsbee Ford in Silsbee, for a total amount of$430,513.17
with $76,262.18 funding from the FY 2024 General Fund and $354,250.99 from the FY 2024 Fleet
Equipment Replacement Fund. Item (i) identified in this section will be acquired through the Omnia
Cooperative and item (ii), (iii), (iv) and (v) identified in this section will be acquired through the
TIPS Cooperative.
Section 8. The Corpus Christi Police Department - is authorized to acquire by purchase (i) one
Chevrolet Tahoe PPV from Lake Country Chevrolet in Jasper, for a total amount of $58,571.97
from the FY 2024 Crime Control Fund and acquired through the TIPS Cooperative.
Section 9. The Public Works Department - is authorized to acquire by purchase (i) two John
Deere 5100E cab tractors; (ii) four Modern Predator 15' Mowers from John Deere Company in
Cary, North Carolina for a total amount of $298,056.74 with funding from the FY 2024 Fleet
Equipment Replacement Fund; (iii) two Ford F250 crew cab trucks; (iv) one Ford F550 crew cab
service Body truck; (v) three Ford F150 crew cab 4x4 trucks from Silsbee Ford in Silsbee, for a
total amount of $410,001.91 with $61,788.55 funding from the FY 2024 Storm Water Fund and
$348,213.36 from the FY 2024 Fleet Equipment Replacement Fund. Items (i) and (ii) identified in
this section are to be acquired through the BuyBoard Cooperative, items (iii) and (iv) identified in
this section will be acquired through the TIPS Cooperative.
Page 2 of 3
Section 10. The Solid Waste Department — is authorized to acquire by lease purchase (i) one
Freightliner M2 chassis with Peterson TL3 body self-loading truck; (ii) one fuel and lube truck from
Houston Freightliner Inc. in Houston, for a total amount of$725,208.61 with $60,434.05 from the
FY 2024 General Fund; (iii) four Western Star 47X tractor truck with wet kit; (iv) one Western Star
47X 18-cubic yard demolition dump truck from Doggett Freightliner of STX in Austin, for a total
amount of $1,199,685.67 with $99,973.90 from the FY 2024 General Fund. Additionally, they are
authorized to acquire by purchase (v) two Freightliner M2 chassis with Peterson TL3 body self-
loading truck from Houston Freightliner Inc. in Houston, for a total amount of $561,209.00 with
funding from the FY 2024 Fleet Equipment Replacement Fund; (vi) one Ford F250 extended cab
4x4; (vii) one Ford F250 crew cab service body; (viii) one Ford F350 crew cab dually service body;
(ix) one Ford F450 crew cab diesel stake body with liftgate; (x) one Ford F250 crew cab diesel
truck from Silsbee Ford in Silsbee, for a total amount of $430,375.22 with $66,799.98 funding
from the FY 2024 General Fund and $363,575.24 funding from the FY 2024 Fleet Equipment
Replacement Fund. Item (i) and (ii) in this section will be acquired through the HGAC Cooperative,
item (iii) and (iv) identified in this section will be acquired through the BuyBoard Cooperative, items
(v), (vi), (vii), (viii), (ix), and (x) identified in this section will be acquired through the TIPS
Cooperative.
Section 11. Contingent funding of 10% has been included within the amounts shown in Sections
2 through 10 and is authorized pursuant to this resolution due to the ongoing volatility of market
conditions and current supply chain issues, with such contingent funding to be accessed only on
an as-needed basis per individual item purchased.
Section 12. The City Manager, or his designee, is authorized to execute all documents necessary
to acquire the vehicles and equipment enumerated in this resolution for a total estimated amount
of $9,621,339.78 and in the manner, from the fund accounts, and through the purchasing
cooperatives, as applicable, that are identified in the previous sections of this resolution.
PASSED AND APPROVED on the day of , 2024
ATTEST:
Paulette Guajardo, Mayor Rebecca Huerta, City Secretary
Page 3 of 3
Exhibit 1
Combined 91 Vehicles and Equipment
Type of Coop Description Dept Quantity Vendor Name Cost Funding Reason
Procurement
Doggett Freightliner of 0 Addition(s)
Lease Purchase BuyBoard Truck Tractor Solid Waste Services 4 STX 946,429.28 General Fund 4 Replacement(s)
Doggett Freightliner of 0 Addition(s)
Lease Purchase BuyBoard Demolition Truck Solid Waste Services 1 STX 253,256.39 General Fund 1 Replacement(s)
0 Addition(s)
Lease Purchase IHGAC Self Loading Truck Solid Waste Services 1 Houston Freightliner Inc 313,878.91 General Fund 1 Replacement(s)
0 Addition(s)
Lease Purchase HGAC Fuel&Lube Truck Solid Waste Services 1 Houston Freightliner Inc 411,329.70 General Fund 1 Replacement(s)
CC Water,Parks& Fleet Equipment Replacement Fund, 4 Addition(s)
Purchase Omnia Club Car Package Recreation 10 Corpus Christi Golf Cars 173,328.78 Marina Fund,Wastewater Fund 6 Replacement(s)
Doggett Freightliner of 0 Addition(s)
Purchase BuyBoard Heavy Truck Package CC Water 3 STX 1,128,385.50 Fleet Equipment Replacement Fund 3 Replacement(s)
CC Water,Solid Waste Fleet Equipment Replacement Fund, 1 Addition(s)
Purchase IHGAC Heavy Truck Package Services 6 Houston Freightliner Inc 1,458,509.80 lWater Fund 5 Replacement(s)
0 Addition(s)
Purchase BuyBoard Valve Trailer CC Water 1 EH Wachs 124,245.51 Fleet Equipment Replacement Fund 1 Replacement(s)
0 Addition(s)
Purchase BuyBoard Tractor Mower Package Public Works 6 John Deere Company 298,056.74 Fleet Equipment Replacement Fund 6 Replacement(s)
0 Addition(s)
Purchase Sourcewell Service Body Truck CC Water 1 Kyrish Truck Centers 94,543.52 Fleet Equipment Replacement Fund 1 Replacement(s)
0 Addition(s)
Purchase ITIPS I Chevrolet Tahoe PPV IPolice 1 1 1 Lake Country Chevrolet 1 58,571.97 ICrime Control Fund 1 1 Replacement(s)
ford Light and Super duty 1 11 Addition(s)
Purchase TIPS Truck Paca kge Vaious 1 56 Silsbee Ford 4,360,803.68 Various 45 Replacement(s)
Total 91 9,621,339.78
Exhibit 2
Combined 91 Vehicles and Equipment
Lease Purchase
••Solid Waste Servires General Fund 1020-12511-31 530190 FY24LPSW14 Freightliner M2 Chassis with Peterson TO Body Self Loading Truck 0• 1 •1 EA 313,878.91 313,878.91 26,156.60
Solid Waste Services General Fund 1020-12504-31 530190 FY24LPSW22-25 Western Star47X Tractor Truck with Wet Kit 0 4 4 EA 236,607.32 946,429.28 78,869.20
Solid Waste Services General Fund 1020-12506-31 530190 FY24LPSW27 Wesern Star 47X 18-cu1 yard Demolition Dump Truck 0 1 1 EA 253,256.39 253,256.39 21,104.70
Solid Waste Servires General Fund 1020-12504-31 530190 FY24LPSW19 FUEL AND LURE TRUCK 0 1 1 EA 411,329.70 411,329.70 34,277.45
Purchas
••Animal Care Services General Fund 1020-12680-52 550020 FV24ACS1;F250 REGULAR CAB 4X4ANIMAL CONTROL BODY 1• 0 •1 EA 99,985.50 99,885.50 99,885.50
Animal Care Services General Fund 1020-12680-52 550020 FV24ACS2;F250 REGULAR CAB 4X4ANIMAL CONTROL BODY 1 0 1 EA 99,885.50 99,885.50 99,885.50
Animal Care Servires Fleet Equipment Repl Fund 5111-12680-13 550020 FV24ACS3;F250 REGULAR CAB 4X4 ANIMAL CONTROL BODY 0 1 1 EA 99,885.50 99,885.50 99,885.50
Asset Management Fleet Equipment Repl Fund 5111-40111-13 550020 FV24FLT3;F550 REGULAR CAB CRANE BODY WITH AIR COMPRESSOR 0 1 1 EA 174,006.80 174,006.80 174,006.80
Asset Management Fleet Equipment Repl Fund 5111-40111-13 550020 FY24FLT2;F550 REGULAR CAB CRANE BODY WITH WELDER 0 1 1 EA 178,075.15 178,075.15 178,075.15
Asset Management Facility&Property Mgnt Fund 5115-40300-12 550020 FV24FAC1;F150 EXTENDED CAB 1 0 1 EA 51,158.75 51,158.75 51,158.75
CCWater Wastewater Fund 420G-33130-46 550020 FY24W W11 CLUB CAR CARRYALL 15D0 0 1 1 EA 16,795.13 16,795.13 16,795.13
CCWater Wastewater Fund 4200-33100-46 550020 FY24WW15 CLUB CAR CARRYALL 1500 0 1 1 EA 16,795.13 16,795.13 16,795.13
CCWater Wastewater Fund 4200-33100-46 550020 FY24WW16 CLUB CAR CARRYALL 1500 0 1 1 EA 16,795.13 16,795.13 16,795.13
CCWater Wastewater Fund 420G-3311D-46 550020 FY24WW31 CLUB CAR CARRYALL 1500 1 0 1 EA 16,795.13 16,795.13 16,795.13
CCWater Wastewater Fund 4200-33150-46 550020 FY24WW29 CLUB CAR CARRYALL 1500 1 0 1 EA 19,460.82 19,460.82 19,460.82
CCWater Fleet Equipment Repl Fund 5111-30201-13 550020 FY24WTR1 CLUB CAR CARRYALL 1500 0 1 1 EA 19,460.82 19,460.82 19,460.82
CC Water Fleet Equipment Repl Fund 5111-30201-13 550020 FV24WTR4 CLUB CAR CARRYALL 1500 0 1 1 EA 19,460.82 19,460.82 19,460.82
CC Water Fleet Equipment Repl Fund 5111-31502-13 550020 FY24WTR13 CLUB CAR CARRYALL 1500 0 1 1 EA 19,460.82 19,460.82 19,460.82
CC Water Fleet Equipment Repl Fund 5111-33000-13 550020 WESTERN STAR 47X Chassis with EC0900 Body Combination letter and Vacuum Truck 0 1 1 EA 692,324.50 682,324.50 682,324.50
CCWater Wastewater Fund 420G-33150-46 550020 FY24WW8 Western Star 47X Chassis with l2-Cubic Vard Body Dump Truck 0 1 1 EA 223,030.50 223,030.50 223,030.50
CCWater Fleet Equipment Repl Fund 5111-33000-13 550020 FY24WW10 Western Star 47X Chassis with l2-Cubic Y.rd Body Dump Truck 0 1 1 EA 223,030.50 223,030.50 223,030.50
CCWater Fleet Equipment Repl Fund 5111-31502-13 550020 FY24WTR 12 WACHS GRANDE LX VaIve Excercisor Tr.iler 0 1 1 EA 124,245.51 124,245.51 124,245.51
CCWater Water Fund 4010-31520-45 550020 FREIGHTLINER M2-106 Chassis with 6-8-Cubic Vard Dump Truck 1 0 1 EA 177,919.50 177,919.50 177,919.50
CC Water Fleet Equipment Repl Fund 5111-31502-13 550020 FY24WTR9 M2-106 Chassis with KLEIN 2300Ga11on Water Tank Body 0 1 1 EA 197,332.30 197,332.30 197,332.30
CC Water Fleet Equipment Repl Fund 5111-33000-13 550020 FY24MM19 Freightliner M2-106 Crew Truck Chassis with Service Body and 8,000 pound crane 0 1 1 EA 261,024.50 261,024.50 261,024.50
CCWater Fleet Equipment Repl Fund 5111-33000-13 550020 FV24WW20 Freightliner M2-106Crew Truck Chassiswith Service Bodyand8,000poundcrane 0 1 1 EA 261,024.50 261,024.50 261,024.50
CC Water Fleet Equipment Rep!Fund 5111-31502-13 550020 FY24W7R26;INTERNATIONAL CV 16000 SERVICE BODY 0 1 1 EA 94,543.52 94,543.52 94,543.52
CC Water Fleet Equipment Repl Fund 5111-33000-13 550020 FV24W W1;F250 EXTENDED CAB SERVICE BODY 0 1 1 EA 71,727.70 71,727.70 71,727.70
CCWater Wastewater Fund 420G-33170-46 550020 FV24WW26;F250 CREW CAB 4X4 DIESEL 1 0 1 EA 72,257.83 72,257.83 72,257.83
CCWater Fleet Equipment Repl fund 5111-30201-13 550020 FV24W7R5;F250 CREW CAB 4X4 0 1 1 EA 75,766.56 75,766.56 75,766.56
CCWater Wastewater Fund 4200-33150-46 550020 FV24WW27;F350 CREW CAB DUALLY SERVICE BODY 1 0 1 EA 102,698.20 102,699.20 102,698.20
CC Water Fleet Equipment Repl Fund 5111-33000-13 550020 FV24W W22;F450 CREW CAB DIESEL CRANE BODY 0 1 1 EA 116,394.30 116,394.30 116,394.30
CC Water Fleet Equipment Repl Fund 5111-31502-13 550020 FV24WTR37;F250 EXTENDED CAB SERVICE BODY 0 1 1 EA 73,234.98 73,234.98 73,234.98
CC Water Fleet Equipment Repl Fund 5111-31502-13 550020 FV24WTR38;F250 EXTENDED CAB SERVICE BODY 0 1 1 EA 73,234.99 73,234.98 73,234.98
CC Water Fleet Equipment Repl Fund 5111-31502-13 550020 FV24WTR10;F150 EXTENDED CAB 4X4 0 1 1 EA 56,620.74 56,620.74 56,620.74
CC Water Fleet Equipment Repl Fund 5111-31502-13 550020 FV24W7R11;F150 EXTENDED CAB 4X4 0 1 1 EA 56,620.74 56,620.74 56,620.74
CCWater Water Fund 4010-30005A5 550020 FV24WTR19;F150 EXTENDED CAB 4X4 1 0 1 EA 53,945.17 53,945.17 53,845.17
CC Water Fleet Equipment Repl Fund 5111-33000-13 550020 FV24W W3;F150 CREW CAB 4X4 0 1 1 EA 62,302.70 62,302.70 62,302.70
CC Water Fleet Equipment Repl Fund 5111-33000-13 550020 FV24W W5;F150 CREW CAB 4X4 0 1 1 EA 60,821.20 60,821.20 60,821.20
CC Water Fleet Equipment Repl Fund 5111-33000-13 550020 FV24W W9;F150 CREW CAB 0 1 1 EA 52,332.94 52,332.94 52,332.94
CC Water Wastewater Fund 420G-33120-46 550020 FV24W W12;F150 CREW CAB 0 1 1 EA 52,332.94 52,332.94 52,332.94
CCWater Wastewater Fund 4200-33100-46 550020 FV24WW34;F150 CREW CAB 0 1 1 EA 52,332.94 52,332.94 52,332.94
CCWater Fleet Equipment Repl Fund 5111-33000-13 550020 FV24WW21;F150 CREW CAB 4X4 0 1 1 EA 58,961.90 58,961.90 58,961.90
CC Water Wastewater Fund 420G-3315046 550020 FV24WW28;F150 CREW CAB 4X4 1 0 1 EA 58,961.90 58,961.90 58,961.90
CCWater Wastewater Fund 4200-33400-46 550020 FV24WW24;F150 CREW CAB 4X4 1 0 1 EA 62,010.47 62,010.47 62,010.47
Engineering Services Fleet Equipment Repl Fund 5111-11190-13 550020 FY241 F150 REGU LAR CAB 1 0 1 EA 38,875.00 38,875.00 39,875.00
Gas Fleet Equipment Repl Fund 5111-34000-13 550020 FV24GAS3;F250 EXTENDED CAB BI-CNG SERVICE BODY 0 1 1 EA 90,397.28 90,387.28 90,387.28
Gas Fleet Equipment Repl Fund 5111-34000-13 550020 FY24GAS2;F250 EXTENDED CAB BI-CNG SERVICE BODY 0 1 1 EA 90,387.28 90,387.28 90,387.28
Gas Fleet Equipment Repl Fund 5111-34000-13 550020 FV24GAS3;F250 EXTENDED CAB BI-CNG SERVICE BODY 0 1 1 EA 90,387.29 90,387.28 90,387.28
Gas Fleet Equipment Repl Fund 5111-34000-13 550020 FV24GAS4;F250 EXTENDED CAB BI-CNG SERVICE BODY 0 1 1 EA 90,397.28 90,387.28 90,387.28
Gas Fleet Equipment Repl Fund 5111-34000-13 550020 FY24GAS5;F250 EXTENDED CAB BI-CNG SERVICE BODY 0 1 1 EA 90,387.28 90,387.28 90,387.28
Page 1 of 2
,Gas Fleet Equipment Repl Fund 5111-34000-13 550020 FY24GAS6;F250 EXTENDED CAB BI-CNG SERVICE BODY „0 1 ,1 EA 90,387.28 90,397.28 90,387.28
Gas Fleet Equipment Repl Fund 5111-34000-13 550020 Fy24GAS15;F250 EXTENDED CAB BI-CNG SERVICE BODY 0 1 1 EA 88,475.48 88,475.48 88,475.48
Gas Fleet Equipment Repl Fund 5111-34000-13 550020 1 F250 EXTENDED CAB BI-CNG SERVICE BODY 0 1 1 EA 86,586.78 86,586.78 86,586.78
Gas Fleet Eipm quent Repl Fund 5111-34000-13 550020 F450 CREW CAB CANOPYBODY 0 1 1 EA 107,825.30 107,825.30 107,825.30
Gas Fleet Equipment Re 1pl Fund 5111-34000-13 550020 1 F550 CREW CAB 3YD DUMPTRUCK 0 1 1 EA 98,254.20 98,254.20 98,254.20
Gas Fleet Eq.ipment Repl Fund 5111-34000-13 550020 1 F150 EXTEN DIED CAB 0 1 1 EA 50,105.86 50,105.86 50,105.86
Gas Fleet Equipment Repl Fund 5111-34000-13 550020 1 F150 EXTENDED CAB 0 1 1 EA 52,018.87 52,018.87 52,018.87
Gas Fleet Equipment Repl Fund 5111-34000-13 550020 1 F150 EXTENDED CAB 0 1 1 EA 50,105.86 50,105.86 50,105.86
Gas Fleet Equipment Repl Fund 5111-34000-13 550020 FV24GAS 17;F150 CREW CAB 4X4 0 1 1 EA 59,986.96 59,986.96 59,986.96
Parks&Recreation Marina Fund 4700-35300-21 550020 FV24PKS13 CLUB CAR CARRYALL 500 1 0 1 EA 14,152.49 14,152.49 14,152.49
Parks&Recreation Marina Fund 4700-35300-21 550020 FY24PKS27 CLUB CAR CARRYALL 500 1 0 1 EA 14,152.49 14,152.49 14,152.49
Parks&Recreation Fleet Equipment Repl Fund 5111-12910-13 550020 1F250 CREW CAB SERVICE BODY WITH LIFTGATE 0 1 1 EA 76,262.18 76,262.18 76,262.18
Parks&Recreation General Fund 1020-13115-27 550020 1 F250 CREW CAB SERVICE BODY WITH LIFTGATE 1 0 1 EA 76,262.18 76,262.18 76,262.18
Parks&Recreation Fleet Equipment Repl Fund 5111-13836-13 550020 1 F250 CREW CAB 4X4 0 1 1 EA 62,154.06 62,154.06 62,154.06
Parks&Recreation Fleet Equipment Repl fund 5111-12910-13 550020 1F550 REGULAR CAB 3YD DUMP TRUCK 0 1 1 EA 96,287.95 96,287.95 96,287.95
Parks&Recreation Fleet Equipment RePI Fund 5111-13836-13 550020 1 F150 CREW CAB 4X4 0 1 1 EA 59,773.40 59,773.40 59,773.40
Parks&Recreation Fleet Equipment Repl Fund 5111-13836-13 550020 FY24PKS11;F150 CREW CAB 4X4 0 1 1 EA 59,773.40 59,773.40 59,773.40
Police Crime Control Fund 9010-11717-29 550020 FY24CC9;TAHOE PPV 0 1 1 EA 58,571.97 58,571.97 58,571.97
Public Works Fleet Equipment Repl Fund 5111-32000-13 550020 JOHN DEERE 5100E CAB TRACTOR 0 1 1 EA 86,965.77 86,965.77 86,965.77
Public Works Fleet Equipment Repl Fund 5111-32000-13 550020 JOHN DEERE 5100E CAB TRACTOR 0 1 1 EA 86,965.77 86,965.77 96,965.77
Public Works Fleet Equipment Repl Fund 5111-32000-13 550020 MODERN PREDATOR 15'MOWER 0 1 1 EA 31,031.30 31,031.30 31,031.30
Public Works Fleet Equipment Repl Fund 5111-32000-13 550020 MODERN PREDATOR 15'MOWER 0 1 1 EA 31,031.30 31,031.30 31,031.30
Public Works Fleet Equipment Repl Fund 5111-32000-13 550020 MODERN PREDATOR 15'MOWER 0 1 1 EA 31,031.30 31,031.30 31,031.30
Public Works Fleet Equipment Repl Fund 5111-32000-13 550020 MODERN PREDATOR 15'MOWER 0 1 1 EA 31,031.30 31,031.30 31,031.30
Public Works Fleet Equipment Repl Fund 5111-32000-13 550020 1 F250 CREW CAB 0 1 1 EA 62,876.55 62,876.55 62,876.55
Public Works Fleet Equipment Repl Fund 5111-32000-13 550020 1 F250 CREW CAB 0 1 1 EA 62,876.55 62,876.55 62,876.55
Public Works Fleet Equipment Repl Fund 5111-32000-13 550020 1F550 CREW CAB SERVICE BODY 0 1 1 EA 99,977.90 99,977.90 99,977.90
Public Works Storm Water Fund 4300-32005-47 550020 1 F150 CREW CAB 4X4 1 0 1 EA 61,788.55 61,788.55 61,788.55
Public Works Fleet Equipment Repl Fund 5111-12431-13 550020 1 F150 CREW CAB 4X4 0 1 1 EA 61,751.78 61,751.78 61,751.78
Public Works Fleet Equipment Repl fund 5111-12431-13 550020 FV24STR3;F150 CREW CAB 4X4 0 1 1 EA 60,730.58 60,730.58 60,730.58
Solid Waste Services Fleet Equipment Repl Fund 5111-12500-13 550020 FY24SW15 Freightliner M2 Chassis with Peterson Ti Body Self Loading Truck 0 1 1 EA 290,604.50 280,604.50 280,604.50
Solid Waste Services Fleet Equipment Repl Fund 5111-12500-13 550020 1 Freightliner M2 Chassis with Peterson Ti Body Self Loading Truck 0 1 1 EA 280,604.50 280,604.50 280,604.50
Solid Waste Servires Fleet Equipment
quipent Repl Fund 5111-12500-13 550020 1F250 EXTENDED CAB 4X4 0 1 1 EA 65,291.26 65,291.26 65,291.26
Solid Waste Servires Fleet Equipment Repl Fund 5111-12500-13 550020 1F250 CREW CAB SERVICE BODY 0 1 1 EA 94,405.03 94,405.03 94,405.03
Solid Waste Services Fleet Equipment Repl Fund 5111-12500-13 550020 1 F350 CREW CAB DUALLYSERVICE BODY 0 1 1 EA 102,434.75 102,434.75 102,434.75
Solid Waste Servires Fleet Equipment Repl Fund 5111-12500-13 550020 FV24SW8;F450 CREW CAB DIESEL STAKE BOY WITH LIFTGATE 0 1 1 EA 101,444.20 101,444.20 101,444.20
Solid Waste Servires General Fund 1020-12506-31 550020 FY24SW33;F250 CREW CAB DIESEL 0 1 1 EA 66,799.99 66'799.98 66,799.98
Grand Tote) 16 75 91 9,621,339.78 7,856,853.45
Page 2 of 2
so
G�
0
U AGENDA MEMORANDUM
hcaBPOPP1 0 First Reading for the City Council Meeting of February 20, 2024
1852 Second Reading for the City Council Meeting of April 23, 2024
DATE: March 11, 2024
TO: Peter Zanoni, City Manager
FROM: Heather Hurlbert, CPA, CGFO Assistant City Manager
Heath erh3(a)cctexas.com
361-826-3506
Mike Culbertson, President & CEO, CCREDC
mculbertson(a)-ccredc.com
(361) 882-7448
Homewood Suites by Hilton
CAPTION:
Ordinance authorizing an agreement between the Type B Corporation and Elevate QOF LLC,
for a total incentive amount not to exceed $2,000,000 for Homewood Suites by Hilton at the
corner of N Chaparral Street and Lomax Street; for costs associated with the street level retail,
public space, and outdoor dining area activation including gray box and finish out including
necessary floodwall and dry flood proofing to allow for consistent street level access; authorizing
the expenditure of up to $2,000,000 from the Type B unreserved fund balance; and amending
the fiscal year 2023-24 budget to increase expenditures by $2,000,000.00.
SUMMARY:
This ordinance authorizes an agreement with Elevate QOF LLC, in the amount of$2,000,000 for
Homewood Suites by Hilton for costs associated with the development of street level retail, public
space, and outdoor dining activation. The costs include gray box and finish out of the spaces to
include the necessary floodwall and dry flood proofing of the bottom floor which allows for street
level activation which is consistent with other structures adjacent to the new hotel. This hotel
project serves as a catalytic project in the heart of downtown that will activate almost an entire
city block in the heart of downtown, transforming the entire area and having a positive impact on
future development.
BACKGROUND AND FINDINGS:
On September 27, 2023 Elevate QOF LLC submitted an application for funding from the Type B
Corporation for costs associated with the development of street level retail, restaurant, and
public spaces to be built along with the Homewood Suites project. The costs included floodwall
and dry flood proofing the street level structures to maintain consistency with adjacent buildings
across downtown along with gray box and finish out of the spaces. While the updated FEMA'
flood maps were adopted by City Council in October 2022, the ordinance language provide
general guidelines but the application of these guidelines is still being worked through. The
developer was made aware of the need to modify the design to accommodate the new flood
requirements in an Early Assistance Meeting with the Development Services Department in
February 2023. The developer worked to modify the design to maintain the street level
activation while meeting the FEMA requirements and develop a cost estimate for these
modifications. Per Type B Corporation policies, the application was submitted prior to the start
of construction. Best practices for economic development incentives generally do not consider
demolition as the commencement of construction but rather the commencement of site work or
vertical construction marks the beginning of construction activities. The site-work and building
construction permits for this project were issued in November 2023 which was after the date of
application acceptance.
The request was presented at the November 9, 2023, CCREDC Board of Directors meeting as
required by the Type B policies and procedures. The CCREDC Board recommended a funding
amount of$1,043,433 based on an economic impact report that was conducted by CCREDC
staff, and the analysis generated a total incentive amount of$1,043,433 with a payback period
of five years at a rate of return of 19.7%. This amount was calculated using the assumptions of
a total capital investment of$30,000,000 and 70 jobs created with an average salary of
$30,000.
On November 13, 2023 CCREDC staff presented the project to the Type B Corporation board
for consideration. The project was discussed in executive session and the Board directed
CCREDC staff to return in December with additional information based on the questions posed
during the discussion. On December 11, 2023, the requested information was provided and the
Type B Corporation approved the original amount requested of$2,000,000, instead of the
amount recommended by the CCRED Board, due to the catalytic nature of the project along
with the street level activation of retail and restaurant spaces consistent with adjacent
structures. The Type B programs do not require the requestor to prove a project funding gap
and but rather are awarded on the project meeting the Type B eligibility including job creation
and the overall merit of the project. The Type B Board recommended amending the budget for
Homewood Suites Hotel and requested the development agreement be brought back to the
Type B Board at the next meeting in January 2024.
On February 20, 2024 the first reading of the ordinance was presented to City Council for
consideration. The ordinance caption primarily focused on the project to comply with FEMA
flood requirements. The focus of the project should have instead focused on maintaining the
street level retail activation consistent with the surrounding area by incorporating flood control
aspects and the build out of the retail spaces. The caption presented for consideration today
has been updated to properly reflect the aspects of the project that the Type B Corporation
board based their recommendation for approval. The total incentive amount of$2,000,000 has
not changed since the first reading of the ordinance.
The Hilton — Homewood Suites project will be a five story, 127-room dual hotel (overnight and
extended stay) at the corner of N. Chapparal Street and Lomax Street, across from the
Executive Surf Club. The hotel will include a rooftop bar, retail space, Top Golf Swing Suites,
outdoor patio, and other amenities.
The grant request will be utilized for costs associated with the development of street level retail,
restaurant, and public spaces to be built along with the Homewood Suites project. The costs
included floodwall and dry flood proofing the street level structures to maintain consistency with
adjacent buildings across downtown along with gray box and finish out of the spaces.
To maintain the consistent street level activation and meet FEMA requirements, the site will be
raised two feet, a two feet flood wall will be incorporated into the ground flood, and the entire
ground floor will be dry flood proofed. The costs associated with this totals an estimated
$1,510,088. The estimated costs for the remaining street level build out are as follows:
• Glazing, facing Chaparral & Outdoor Dining Area - $210,000
• Concrete for outdoor dining patio - $50,000
• Covered Seating & Shade Canopies at Retail Frontage - $35,000
• Grease Trap & Utilities to Lease Spaces - $45,000
• Gray Box Finish-out for 3 Lease Spaces - $150,000 (7,500sf @ $20/sf).
In addition to the requested Type B funding, this project was approved for reimbursement from
TIRZ #3-Downtown in March 2023 for an amount not to exceed $1.55 million for the
improvements listed below. The development agreement was approved in June 2023. The
developer worked with the Downtown Management District to explore the option to request
additional reimbursement for the increased costs to maintain the street level activation but there
was not a TIRZ program that the costs were eligible under.
Qualifying Item Estimated Cost
Exterior and Roof-51h Floor Full Service Bar $ 225,000.00
Steel Structural Upgrades in support of the 511 Floor Bar $ 600,000.00
Landscaping and Amenities for the Rear Seating Patio $ 25,000.00
Flood Miti ation related to site utilities $ 150,000.00
Urban Design on exterior and roof $ 550,000.00
Total Reimbursement Cap $ 1,550,000.00
ALTERNATIVES:
The City Council has several alternatives:
• Approve as presented
• Approve funding of a lesser amount or not approve any funding
• Approve funding of$1,043,433 based on the economic impact report that was conducted
by CCREDC staff based on an investment of $30,000,000, creation of 70 jobs, and a
payback period of five years at a rate of return of 19.7%
• Send back to the Type B board for further clarification and justification
• Table the item pending additional information as requested by City Council. The item
would be considered by City Council at a future date.
FISCAL IMPACT:
The financial impact is an amount not to exceed $2,000,000 to be funded with the Type B
Economic Development Fund in FY 2024.
Funding Detail:
Fund: 1146 Economic Development Fund
Organization/Activity: 15020 Large Business Projects
Mission Element:
Project # (CIP Only):
Account: 530000 Professional Services Expense
RECOMMENDATION:
Staff recommends City Council consider this agreement on second reading in an amount not to
exceed $2,000,000 with funding available from the Type B Sales Tax Venue.
LIST OF SUPPORTING DOCUMENTS:
Ordinance
Agreement
PowerPoint Presentation
Ordinance authorizing an agreement between the Type B Corporation and Elevate
QOF LLC, for a total incentive amount not to exceed $2,000,000 for Homewood
Suites by Hilton at the corner of N Chaparral Street and Lomax Street; for costs
associated with the street level retail, public space, and outdoor dining area
activation including gray box and finish out including necessary floodwall and dry
flood proofing to allow for consistent street level access; authorizing the
expenditure of up to $2,000,000 from the Type B unreserved fund balance; and
amending the fiscal year 2023-24 budget to increase expenditures by $2,000,000.00.
Be it ordained by the City Council of the City of Corpus Christi, Texas:
Section 1. Funds in the amount of $2,000,000.00 are appropriated from the Type
B Fund No. 1145 for an agreement with Elevate QOF, LLC.
Section 2. The FY2023-24 Operating Budget adopted by Ordinance No. 0333151
is amended to increase expenditures by $2,000,000.00.
Section 3. That the Corpus Christi B Corporation is authorized to enter into an
agreement between the Corpus Christi B Corporation and Elevate QOF LLC, for costs
associated with Homewood Suites by Hilton at the corner of Chaparral Street and Lomax
Street
Introduced and voted on the day of , 2024.
PASSED and APPROVED on the day of , 2024.
ATTEST:
Paulette Guajardo, Mayor Rebecca Huerta, City Secretary
Page 1 of 1
BUSINESS INCENTIVE AGREEMENT BETWEEN
THE CORPUS CHRISTI B CORPORATION AND ELEVATE QOF, LLC
FOR THE DEVELOPMENT OF A HOTEL AND RETAIL PROJECT
This Business Incentive Agreement for Capital Investments and the development of a
Homewood Suites by Hilton hotel with retail space on the first floor ("Agreement') is
entered into between the Corpus Christi B Corporation ("Corporation")and Elevate QOF,
LLC ("Company"),a Texas limited liability company.
WHEREAS,the Texas Legislature in Chapter501 et seq.of the Local Government Code
(Development Corporation Actof 1979) (the"Act') empowered local communitieswith the
ability to adopt an optional local sales and use tax as a means of improving the economic
health and prosperity of their citizens;
WHEREAS, on November 8, 2016, residents of the City passed Proposition 1, Adopt
Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax, which authorized the
adoption of a sales and use tax to be administered by a Type B Corporation at the rate of
one-eighth of one percent to be imposed for 20 years with use of the proceeds for (1)
50%to the promotion and developmentof newand expanded business enterprises to the
full extent allowed by Texas law, (2) $500,000 annuallyfor affordable housing,and (3)
the balance of the proceeds for the construction,maintenance and repair of arterial and
collector streets and roads;
WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 1 was
subsequently enacted by the City Council and filed with the State Comptroller of Texas,
effective April 1, 2018, to be administered by the Corpus Christi B Corporation Board;
WHEREAS,the Corpus Christi B Corporation exists for the purposes of encouragingand
assisting entities in the creation of jobs forthe citizens of Corpus Christi,Texas;
WHEREAS,the Company has proposed a development project for construction of a new
127-roam hotel at the intersection of Chaparral Street and Lomax Street in the City's
downtown,which includes the creation of 65 new full-time jobs(the"Project');
WHEREAS,Section 501.073 of the Act requires the City Council to approve all programs
and expenditures of the Corporation; and
1
Type B Business Incentive Agreement
WHEREAS,the Board determined that it is in the best interests of the citizens of Corpus
Christi, Texas that business development funds be provided to Company, through this
Agreement with Company,to be used by Company to develop the Project;
In consideration of the covenants, promises, and conditions stated in this Agreement,
Corporation and Company agree as follows:
1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest
date that either party executes this Agreement, so long as the Agreement has been
approved by the City's City Council. Company understands that this Agreement is
dependent upon the approval of City Council.
2. Term. The term of this Agreement is for seven years beginning on the Effective Date.
3. Performance Requirements.
a. Company agrees to use these funds to reimburse the cost of certain
improvements allowed under Section 501.103 and 505.152 of the Texas Local
Government Code needed for the Project.
b. Company agrees to provide the Corporation with a sworn certificate by an
authorized representative of the Company, certifying the amount expended for
qualifying improvements.
c. Company must provide the Corporation with a detailed listof expenditures each
year within 30 days of the anniversary of the Effective Date until construction is
complete.
d. During theterm of this Agreement,Companywill investat least$28,000,000 for
construction of the Project, which must include at least 120 hotel rooms, 7,000
square feet of retail space, and indoor and outdoor dining space.The Project must
include high-end features, including metal framing, a rooftop bar, and
entertainment spaces, such as the anticipated Top Golf digital amenities on the
fifth floor. The retail, dining,bar, and entertainment spaces must be available to
the general public and not reserved forthe exclusive use of hotel guests.
e. Company must complete the improvements required in Exhibit A on or before
September 30, 2025.
f. On or before September 30,2025, Company must certify the creation of at least
55 new full-time jobs, with a minimum payroll of $1,499,960.Company shall,over
the term of this Agreement, create 65 full-time jobs, no later than September 30,
2027, with an average salary of$30,769 as described in the schedule below.
2
Type B Business Incentive Agreement
Year Number of Number of Average Salary Annual Payroll
New Jobs Retained Jobs
2025 55 0 $27,272 1,499,960
2026 5 55 $28,333 1,699,980
2027 5 65 $29,320 1,905,800
2028 0 65 $30,769 1,999,985
2029 0 65 $32,300 2,099,500
g. Company must retain all jobs created in accordancewith this Agreementforthe
full term of the Agreement.
h. Company must retain ownership interest in the Project for at least five years
after completion of con struction.Assign mentofthis Agreementor payments under
this Agreement during thatfive-year period is only effective if approved in writing
by the City Manager of the City of Corpus Christi.
4. Grant Award.
a. The Corporation will grant Company the amount not to exceed $2,000,000,
which will be paid in five annual payments sotto exceed $400,000. Company can
request payments annually following the issuance of a permanent Certificate of
Occupancy for the Project and proof of compliance with the requirements of
Section 3 above.
i. After completion of the Project (and verification of the required
expenditures), should Company fail to meet all of the Performance
Requirementsin anyoneyear, Companyshall receive a reduced percentage
of the Cash Incentive in effect that year. Such reduction will be in that
percentage equal to the percentage that Company's performance falls below
the Performance Requirements. However,if Companyfails to meet at least
70% of any of the Performance Requirements in any one year, then
Company is not entitled to any payment for that year.
ii. In the event that Companyfailsto meet both the required numberof jobs
and the required payroll, Companywill receive the lower prorated incentive.
This requires calculation of#of created jobs/# of required jobs*$400,000
and$ of actual payroll/$of required payroll * $400,000. Whichevernumber
is lower is the incentive to be paid.
iii. For purposes of example, if Company creates at least 55 full-time jobs in
the first year, with the minimum payroll of$1,499,000, then Corporation will
provide the full incentive for that year at $400,000. However, if Company
creates only 53 new full-time jobs in the first year with a payroll of
$1,450,000, then Company is entitled to 96.4% of the incentive amount,
3
Type 8 Business Incentive Agreement
which is$385,455, based on the creation of only 96.4% of the required full-
time jobs. If the Company creates only 37 new full-time jobs in the first year
or has a payroll of less than $1,049,972,then Company is not entitled to any
incentive payment in the first year.
b.The Corporation will providethe funding within 60days after receipt of qualified
an n ual reimbu rsementrequ estfor su ch fu riding from Company,but noearlierthan
the 61st day after the public hearing held at the Corporation's meeting on
December 11, 2023.3. Along with any request for reimbursement, Company
must submit certification that there are no mechanics, contractor's or
materialman's liens against the property and provide documentation establishing
that all other performance requirements,including the creation of jobs, have been
met. If Companydoes not provide the required documentation priorto the end of
the Term, this Agreement shall expire, and Company shall not be entitled to the
grantfunds.
5. Utilization of Local Contractors and Suppliers. Company agrees to exercise
reasonable efforts in utilizing local contractors and suppliers in the construction of the
Project, except where not reasonably possible to do so without added expense,
substantial inconvenience,or sacrifice in operating efficiency in the normal course of
business,with a goal of 50% of the total dollar amountof all construction contracts and
supply agreements being paid to local contractors and suppliers. Forthe purposes of this
section, the term "local" as used to describe manufacturers,suppliers,contractors, and
labor includes firms, businesses,and persons who reside in or maintain an office within
a 50-mile radius of Nueces County. Company agrees, during the construction of the
Project and for four years after Completion,to maintain written records documenting the
efforts of Companyto comply with the Local Requirement,and to provide an annual report
to the City Manager or designee, from which the City Manager or designee shall
determine if Company is in compliance with this requirement. Failure to substantially
comply with this requirement,in the sole determination of the City Manager or designee,
shall be a default hereunder.
6. Utilization of Disadvantaged Business Enterprises ("DBE'). Company agrees to
exercise reasonable efforts in utilizing contractors and suppliers that are determined to
be DBEs, including minority business enterprises, women-owned business enterprises
and historically-underutilized business enterprises. In order to qualify as a business
enterprise under this provision, the firm must be certified by the City, the Regional
Transportation Authority or another governmental entity in the jurisdiction of the home
office of the business as complying with state or federal standards for qualification as
such an enterprise. Company agrees to a goal of 30% of the total dollar amount of all
construction contracts and supply agreements being paid to DBEs,with a priority made
4
Type B Business Incentive Agreement
for DBEs which are local.Company agrees, during the construction of the Project and for
four years after Completion, to maintain written records documenting the efforts of
Company to comply with the DBE Requirement,and to provide an annual report to the
City Manager or designee,from which the City Manager or designee shall determine if
Company is in compliance with this requirement. Failure to substantially comply with this
requirement,in the sole determination of the City Manageror designee,shall be a default
hereunder. For the purposes of this section, the term "local" as used to describe
contractors and suppliers that are determined to be DBEs, including minority business
enterprises, women-owned business enterprises and historically-underutilized business
enterprises includes firms, businesses,and persons who reside in or maintain an office
within a 50 mile radius of Nueces County.
7. Living Wage Requirement. In order to countas a permanent full-time job underthis
agreement, the job should provide a "living wage" for the employee. The target living
wage underthis agreement is that annual amountequal or greater than poverty level for
a family of three, established by the U.S. Department of Health and Human Services
Poverty Guidelines, divided by 2,080 hours per year for that year.
8. Health Insurance. To qualify for this incentive, an employer shall certify that it has
offered a health insurance program for its employees during the term of the Agreement.
The health insurance program must comply with all applicable laws.
9. Warranties. Company warrants and represents to Corporation the following:
a. Company is a limited liability company duly organized, validly existing, and in
good standing underthe laws of the State of Texas, has all power and authorityto
carry on its business as presently conducted in Corpus Christi,Texas.
b. Companyhas the authorityto enterinto and perform, andwill perform,the terms
of this Agreement to the best of its ability.
c. Company has timely filed and will timely file all local, State, and Federal tax
reports and returns required by laws to be filed and all taxes, assessments, fees,
and other governmental charges, including applicable ad valorem taxes, have
been timely paid, and will be timely paid, during the term of this Agreement.
d. Company has received a copy of the Act and acknowledges that the funds
granted under this Agreement must be utilized solely for purposes authorized
under State law and by the terms of this Agreement.
5
Type B Business Incentive Agreement
e. The person executing this Agreement on behalf of Company is duly authorized
to execute this Agreement on behalf of Company.
f. Company does not and agrees that it will not knowingly employ an
undocumented worker. If, after receiving payments under this Agreement,
Company is convicted of a violation under 8 U.S.C. Section 1324a(f), Company
shall repay the payments received underthis Agreement to the City,with interest
at the Wall Street Journal Prime Rate, not later than the 120th day after the date
Company has been notified of the violation.
10. Compliance with Laws. During the Term of this Agreement, Company shall observe
and obey all applicable laws, ordinances, regulations, and rules of the Federal, State,
county, and city governments.
11. Non-Discrimination. Company covenants and agrees that Company will not
discrimin ate nor permit discrimination againstany person or groupof persons,with regard
to employment and the provision of services at, on, or in the Project, on the grounds of
race, religion, national origin, marital status, sex, age, disability, or in any manner
prohibited by the laws of the United States or the State of Texas.
12. Force Majeure. If the Corporation or Company is prevented,wholly or in part, from
fulfilling its obligations underthis Agreement by reason of any act of God, unavoidable
accident,acts of enemies,fires,floods,governmental restraint or regu lation,other causes
of force majeure, or by reason of circumstances beyond its control,then the obligations
of the Corporation or Company are temporarily suspended during continuation of the
force majeure. If either party's obligation is affected by any of the causes of force
majeure, the party affected shall promptly notify the other party in writing, giving full
particulars of the force majeure as soon as possible after the occurrence of the cause or
causes relied upon.
13. Assignment. Company may notassign all or any part of its rights,privileges,or duties
u nderth is Agreement without the prior written approval of the Corporation and City. Any
attempted assignment without approval is void and constitutes a breach of this
Agreement.
14. Indemnity. Company covenants to fully indemnify,save,and hold
harmless the Corporation, the City, their respective officers,
employees, and agents ("Indemnitees") against all liability, damage,
6
Type B Business Incentive Agreement
loss, claims,demands,and actions ofanykind on account ofpersonal
injuries (including, without limiting the foregoing, workers'
compensation and death claims), or property loss or damage of any
kind, which arise out of or are in any manner connected with, or are
claimed to arise out of orbe in any manner connected with Company's
activities conducted under or incidental to this Agreement, including
any injury, loss or damage caused by the sole or contributory
negligence ofany or all of the Indemnitees. Companymust,at its own
expense, investigate all those claims and demands, attend to their
settlement or other disposition, defend all actions based on those
claims and demands with counselsatisfactory to Indemnitees,and pay
all charges of attorneys and all other costs and expenses of any kind
arising from the liability, damage, loss, claims, demands, or actions.
15. Events of Default by Company. The following events constitute a default of this
Agreement by Company:
a. The Corporation or City determines that any representation or warranty on
behalf of Company contained in this Agreement or in any financial statement
certificate, report, or opinion submitted to the Corporation in connection with this
Agreement was incorrect or misleading in any material respect when made;
b. Any judgment is assessed against Company or any attachment or other levy
against the property of Company with respect to a claim remains unpaid,
undischarged, or not dismissed for a period of 120 days.
c. Company makes an assign ment for th e benefit of creditors.
d. Company files a petition in bankruptcy or is adjudicated insolvent or bankrupt.
e. If taxes owed by Company become delinquent,and CompanyfaiIs to timely and
properly follow the legal procedures for protest or contest.
f. Company changes the general character of business as conducted as of the
date this Agreement is approved by the Corporation.
7
Type B Business Incentive Agreement
g. Company fails to complete all of the improvements listed in Exhibit A on or
before September 30, 2025, or fails to comply with one or more terms of this
Agreement.
16. Notice of Default. Should the Corporation or City determine that Company is in
default according to the terms of this Agreement, the Corporation or City shall notify
Companyin writingof the eventof defaultand provide 60 days from the date of the notice
('Cure Period")for Company to cure the event of default.
17. Results of Uncured Default by Company. The following actions must be taken for
any default that remains uncured after the Cure Period.
a. Company shall immediately repay all funds paid by Corporation to it underthis
Agreement.
b. Company shall pay Corporation's reasonable attorney fees and costs of court
to collect amountsdueto Corporation if notimmediately repaid upon demandfrom
the Corporation.
c. Upon paymentby Companyof all sumsdue,the Corporation andCompanyshall
have no further obligations to one another underthis Agreement.
18. No Waiver.
a. No waiver of any covenant or condition, or the breach of any covenant or
condition of this Agreement, constitutes a waiver of any subsequent breach of the
covenant or condition of the Agreement.
b. No waiver of any covenant or condition, or the breach of any covenant or
condition ofthisAgreement,justifiesorauthodzesthe nonobservanceon anyother
occasion of the covenant or condition or any other covenant or condition of this
Agreement.
c. Any waiver or indulgence of Company's default may not be considered an
estoppel against the Corporation.
d. It is expressly understood that if at any time Company is in defaultin any of its
conditions or covenants of this Agreement, the failure on the part of the
Corporation to promptly avail itself of the rights and remedies that the Corporation
Type B Business Incentive Agreement
may have, will not be considered a waiver on the part of the Corporation, but
Corporation may at any time avail itself of the rights or remedies or elect to
terminate this Agreement on account of the default.
19. Company specifically agrees that Corporation shall only be liable to Company for the
actual amountof the money grants to be conveyed to Company, and shall not be liable
to Company for any actual or consequential damages,director indirect,interest,attorney
fees, or cost of court for any act of default by Corporation under the terms of this
Agreement. Payment by Corporation is strictly limited to those funds so allocated,
budgeted,and collected solelyduringthe grantterm of this Agreement. Corporation shall
use its best efforts to anticipate economic conditions and to budget accordingly.
However, it is further understood and agreed that, should the actual total sales tax
revenue collected for any one year be less than the total amount of grants to be paid to
all contracting parties with Corporation for that year, then in that event, all contracting
parties shall receive onlytheir pro rata share of the available sales tax revenue for that
year, less Corporation's customary and usual costs and expenses, as compared to each
contracting parties' grant amou n t for th at year, and Corporation shall not be liable to for
any deficiency at that time or at any time in the future. In this event, Corporation will
provide all supporting documentation,as requested. Payments to be made shall also
require a written requestfrom Company to be accompanied by all necessary supporting
docu mentation.
20. The parties mutually agree and understand that funding under this Agreement is
subject to annual appropriations by the City Council;that each fiscal year's funding must
be included in the budget for that year; and the funding is not effective until approved by
the City Council.
21. Notices.
a. Any required written notices shall be sent mailed, certified mail, postage
prepaid,addressed as follows:
Company:
Elevate QOF, LLC
Attn: Deven Bhakta/Philip Ramirez
1410 Crescent Dr.
Corpus Christi, Texas 78412
9
Type 8 Business Incentive Agreement
Corporation:
Corpus Christi B Corporation
Attn.: Executive Director
1201 Leopard Street
Corpus Christi,Texas 78401
b. A copy of all notices and correspondence mustbe sentthe City atthe following
address:
City of Corpus Christi
Attn.: Assistant City Manager
P.O. Box 9277
Corpus Christi,Texas 78469-9277
c. Notice is effectiveupon depositin the United States mail in the mannerprovided
above.
23. Amendments or Modifications. No amendments or modifications to this Agreement
may be made, nor any provision waived, unless in writing signed by a person duly
authorized to sign Agreements on behalf of each party.
24. Relationship of Parties. In performing this Agreement, both the Corporation and
Company will act in an individual capacity, and not as agents, representatives,
employees, employers, partners, joint-venturers, or associates of one another. The
employees or agents of either party may not be, nor be construed to be, the employees
or agents of the other party for any purpose.
25. Captions. The captions in this Agreement are for convenience only and are not a
part of this Agreement. The captions do not in anyway limit or amplify the terms and
provisions of this Agreement.
26. Severabillty.
a. If forany reason, any section,paragraph, subdivision,clause,provision,phrase
or word of this Agreement or the application of this Agreement to any person or
circumstanceis,to any extent, held illegal,invalid,or u n enforceable u n der present
or future law or by a final judgment of a court of competent jurisdiction,then the
remainderof this Agreement, or the application of the term or provision to persons
or circumstances other than those as to which it is held illegal, invalid, or
un enforceable,will notbe affected bythe lawor judgment,foritisthe definiteintent
10
Type B Business Incentive Agreement
of the parties to this Agreement that every section,paragraph,subdivision,clause,
provision, phrase, or word of this Agreement be given full force and effect for its
purpose.
b.To the extent that any clause or provision is held illegal,invalid,or unenforceable
under present or future law effective during the term of this Agreement, then the
remainder of this Agreement is not affected by the law, and in lieu of any illegal,
invalid, or unenforceable clause or provision, a clause or provision, as similar in
terms to the illegal, invalid, or unenforceable clause or provision as may be
possible and be legal, valid, and enforceable, will be added to this Agreement
automatically.
27. Venue. Venuefor any legal action related to this Agreement is in Nueces County,
Texas.
28. Sole Agreement. This Agreement constitutes the sole Agreement between
Corporation and Company. Any prior Agreements, promises, negotiations, or
representations, verbal or otherwise, not expressly stated in this Agreement, are of no
force and effect.
29. Survival of terms of Agreement and obligations of parties. The terms of this
Agreement and the obligation of the parties relating to Section 14 shall survive the
termination of this Agreement.
(Remainder of this page intentionally left blank)
11
Type 8 Business Incentive Agreement
Corpus Christi B Corporation
By:
Leah Pagan Olivard
President
Date:
Attest:
By:
Rebecca Huerta
Assistant Secretary
Elevate QOF,LLC
By its managing member,Jacek, LLC
By:
Dev n Bhakta
Manager
Date:
THE STATE OF TEXAS
COUNTY OF NUECES
This instrumentwas acknowledged before me on a `�` ,2024, by
Deven Bhakta, Manager of Jacek, LLC, a Texas limited liabW4 company, as the
managing member of Elevate QOF, LLC, a Texas limited liability company, on behalf of
the company.
- - - - - - - - - - - -
o.°�"vap� Darlene L.Gonzalez
�',�,(�,o Notary Public,state of Texas
Notary Public *11! '* Conn. 03.13-2=
State of Texas �� Notary ID 1314M2-7
12
Type B Business Incentive Agreement
Homewood Suites by
Hilton y
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Corpus Chri
flfG1ONAE ECONOMIC _
LOPMf NT 6OPPO.ATI
A
Hotel Project
Five story, 127-room dual hotel (overnight and extended stay), including a rooftop bar, retail space,
Top Golf Swing Suites, outdoor patio and other amenities with an estimated $33M investment.
Type B Request
$2,000,000 reimbursement request to finish out retail and public spaces that allow street level
activation and access that meets city development code including flood protection. Type B
Corporation approved the incentive at their December 2023 meeting.
• $1,510,087.50 to maintain the consistent street level activation through integrated flood wall and
dry proofing of first floor structure
• $489,913.50 for exterior upgrades and lease spaces grey box and finish out
Corpus Christi
REGIONAL ECONOMIC
OE VEEOPMENT CORPORATION
SJOS pyE
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AA
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Building will provide for street level access to public retail spaces and utilize an integrated
flood wall structure that will ensure street level activation consistent with structures through
out the Downtown. The building will further be protected through the dry flood proofing of the
first floor.
Corpus Christi
REGIONAL ECONOMIC
DEVELOPMENT CORPORATION
r16-
I
• The hotel will offer up to three street level retail/restaurant spaces built out and ready for
activation, including grease traps and utilities.
• Integrated flood wall provides for large windows facing Chapparal and the outdoor dining area
• Street level frontage will provide spaces for covered seating and shade canopies
Interioroutdoor dining area
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us Christi � _�_�
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Recommendation-
Approve $2,000,000 incentive for costs associated with the consistent
street level activation and the build out of retail and restaurant spaces as
part of this catalytic project, consistent with Type B's approval.
so
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v
hcuRpuRp1 0 AGENDA MEMORANDUM
1852
Action Item for the City Council Meeting April 23, 2024
DATE: April 23, 2024
TO: Peter Zanoni, City Manager
FROM: Jeffrey Edmonds, Director of Engineering Services
0effreye(a-Dcctexas.com
(361) 826-3851
Heather Hurlbert, Assistant City Manager Economic Development
heatherh3C@cctexas.com
(361) 826-3506
Josh Chronley, CTCD, Assistant Director of Finance & Procurement
0oshc2(a)cctexas.com
(361) 826-3169
Construction Contract Award
American Bank Center— Exterior Improvements
CAPTION:
Motion awarding a construction contract to Barcom Construction, Inc., Corpus Christi, TX, for the
American Bank Center Exterior Improvements project in an amount of$2,456,964.16 for the base
bid for the landscaping, irrigation system and addressing drainage issues located in Council
District 1 with FY 2024 Capital Budget funding available from the HOT CIP Funds and Type A
Sales Tax CIP funds.
SUMMARY:
This motion approves a construction contract for the American Bank Center Exterior
Improvements project for improvements to the irrigation system, addressing drainage issues
around the Convention Center, and the replacement of the plants and other landscaping.
BACKGROUND AND FINDINGS:
The American Bank Center (ABC) includes the Selena Auditorium, the Convention Center, and
the Arena. These facilities, established between 1975 and 2004, are set for significant
landscaping and infrastructure enhancements to address the effects of time and neglect. The
harsh freeze of 2021 has made it clear that a thorough upgrade is necessary, particularly with
regards to the selection of plant species.
The current state of the landscaping has led to erosion and structural concerns, such as the
settling of slabs near the Arena's primary entrance. To counteract this, a comprehensive
improvement plan will be implemented. This plan aims to revitalize the ABC's external
appearance, making it more welcoming for both residents and visitors. Key features of this plan
include the installation of new planters and retaining walls that will serve as focal points at the
Arena's main entrance on Resaca Street. An innovative irrigation system designed to conserve
water will be introduced, which will also play a crucial role in maintaining the structural integrity of
the buildings.
The new landscaping will not only enhance the aesthetic appeal of the ABC but also ensure a
safe and pleasant environment for nighttime visitors through improved lighting. The selection of
native and drought-resistant vegetation, advised by local landscape experts, will adorn various
areas of the ABC, including the North Shoreline medians and the surroundings of the Convention
Center/Selena Auditorium which faces the Harbor Playhouse, Water Garden, and the Arena's
southern edge.
Listed below is the scope of work:
• Arena's South and West sides includes removing existing landscaping, selectively
demolishing 640 square feet of concrete sidewalk, removing the existing block retaining
wall at the statue, excavation for new retaining walls, performing earthwork/fill/base
material, constructing a 730 linear feet concrete retaining wall, replacing 640 square feet
of concrete sidewalk, installing new landscaping and materials, electrical work (light
fixtures, conduit, etc.), and irrigation systems.
• Convention Center/Selena Auditorium's East side includes removing and relocating
existing landscaping, selectively demolishing 26 linear feet of concrete planter curb,
selectively removing concrete pads and gravel to install new soil retainers, dismantling the
existing fountain, introducing new landscaping and materials, laying 1030 square feet of
concrete flatwork, constructing 127 linear feet of concrete planter curb, installing 3
benches, 62 linear feet of landscaping metal edging, 40 linear feet of soil retainer, weed
screed and gravel, 48 cubic yards of decomposed granite/base material, and irrigation
systems.
• Convention Center/Selena Auditorium's West side, which faces the Harbor Playhouse,
includes removing existing landscaping, planting new landscaping and materials,
constructing 145 linear feet of concrete planter curb, performing earthwork for concrete
planter curbs, installing 2 benches, electrical work (light fixtures, conduit, etc.), and
irrigation systems.
• Shoreline Blvd. islands, situated between Resaca Street and the Convention Center's
main entrance, entails removing existing landscaping, introducing new landscaping and
materials, performing earthwork for concrete planter curbs, installing 635 linear feet of
concrete planter curb, placing 32 removable bollards for controlled vehicle access to the
semi-private ABC driveway, laying 160 cubic yards of decomposed granite/base material,
electrical work (light fixtures, etc.), and irrigation.
PROJECT TIMELINE:
2023 - 2024 20241 1
April - January January - May June - March
Design Bid/Award Construction
Project schedule reflects award in May 2024 with anticipated completion by March 2025.
COMPETITIVE SOLICITATION PROCESS:
On January 29, 2024, the Contracts and Procurement Department issued a Request for Bids
(RFB) with the number 5643 for the American Bank Center — Exterior Improvements project. A
total of 56 entities downloaded the plans for review. Among them were major contractors such as
JE Construction, Bay LTD, Mako Contracting Marshall Company, and Clark Pipeline Services.
However, The City of Corpus Christi received only one bid on February 28, 2024.
The city analyzed the bid in accordance with the contract documents and determined Barcom
Construction, Inc is a responsive, and responsible bidder. The bid received was within the
acceptable range of Engineer's Opinion of Probable Construction Cost the City decided to
proceed with the project.
A summary of the bid is provided below:
BID SUMMARY
CONTRACTOR BASE BID
Barcom Construction, Inc. $2,456,964.16
Engineer's Opinion of Probable
Construction Cost $2,028,030.00
Barcom Construction, Inc. has successfully executed a wide range of construction projects for the
City of Corpus Christi. Among notable projects Barcom Construction has successfully completed
are the Flour Bluff Police Substation, City Hall 6th Floor Conference Room, ONSWTP Filter
Building Rehab Phase II, Whitecap WWTP Security Fencing Improvements (FAMC), Water Utility
Building Rebuild Roof(FMAC). Barcom Construction is currently mobilized in the American Bank
Center and will be completing the ABC Terrace project in June. Their proven expertise and
reliability make them a trusted bidder for critical city projects.
ALTERNATIVES:
The alternative is not to award the construction contract to the responsive and responsible bidder,
Barcom Construction, Inc. This would delay the urgent improvements to the exterior of the
American Bank Center.
FISCAL IMPACT:
The fiscal impact in FY2024 is an amount of $2,456,964.16 with funds available from HOT CIP
Funds and Type A Sales Tax CIP funds.
Funding Detail:
Fund: Arena Type A (Fund 3274)
Department: Economic Development (57)
Org: Grants and Capital Projects (89)
Account: Construction (550910)
Activity: 23197
Amount $1,574,345.00
Fund: ConvCtr CIP
Department: Tourism (34)
Org: Grants and Capital Projects (89)
Account: Construction (550910)
Activity: 23197
Amount $882,619.16
Total $2,456,964.16
RECOMMENDATION:
Staff recommend awarding a construction contract for American Bank Center — Exterior
Improvements to Barcom Construction, Inc., for the repairs and renovations to the building
exterior in an amount of$2,456,964.16 with anticipated completion by March 2025.
LIST OF SUPPORTING DOCUMENTS:
Location &Vicinity Maps
Bid Tab
CIP Page
PowerPoint
BID TAB
Bidder: Barcom Construction
Subtotal %OF TOTAL
1. General-Mobilization(Part A) $46,780.00 $46,780.00 2.1%
2. Arena South and West(Part B)
Demolition $20,034.20
Landscape $419,228.00
Irrigation $66,097.00
Retaining Wall/Flatwork $758,462.60
Earthwork $158,307.00
Landscape Lighting $86,575.00 $1,508,703.80 68%
3. Shoreline Islands(Part C)
Demolition $6,184.00
Landscape $67,499.20
Irrigation $26,766.00
Concrete Planter Curb 17,280.90
Removable Bollards $39,136.00
Landscape Lighting $40,814.00 $197,680.10 8.9%
4. Convention Center/Selena East(Part D)
Demolition $27,466.64
Landscape $162,960.92
Irrigation $18,552.00
Concrete Flatwork/Planter Curb $15,301.02
Landscape Lighting $3,092.00
Benches $9,156.00 $236,528.58 10.6%
5. Convention Center/Selena West(Part E)
Demolition $12,368.00
Landscape $174,225.00
Irrigation $18,552.00
Concrete Planter Curb $3,945.97
Landscape Lighting $16,078.09
Benches $6,102.62 $231,271.68 10.4%
TOTAL CONSTRUCTION COST $2,220,964.16
Allowances
Unforeseen and Misc. Items $200,000.00
Bonds and Insurance $36,000.00
Alternates(Deductive)
Alternate#1 ($310,000.00)
Alternate#2 ($120,000.00)
TOTAL(Base Bid) $2,456,964.16
TOTAL(Deducting Alternates) $2,026,964.16
Total Acres 3.3 ac
L t r Preliminary:This document was issued by Rob Garcia,Registered Architect, American Bank Center—
yState of Texas, #24187. Not for regulatory approval, permitting, or
construction. Exterior Improvements (23197)
D Y K E M A Date:03/20/2024
Capital Improvement Plan 2024 thn, 2026
City of Corpus Christi, Texas
Project# 23197
i
Project name American Bank Center-Exterior Improvements
� tl
Type Improvement/Additions Department Public Facilities
e
Useful Life 25 years Contact Director of Engineering
Category Building Addition Priority Asset Condition\longevity E]ones, s 1
Council District 1 I ( I I I I
Status Active '��
Description
The project consists of the landscaping,irrigation system and replacement of the plants and other landscaping. The freeze of 2021 precipitated
the need for a complete upgrade including the reevaluation of the plant species. Losing the landscaping and irrigation has caused the ground
around the arena to lose some of its moisture content,which in turn has caused slabs to become unstable and settle in some areas accessing the
main Arena entrance. This project will also address drainage issues around the Convention Center.
Justification
The current landscape has deteriorated and is causing erosion issues. The new landscape will assist in stopping the erosion issues,and offer a
peaceful atmospheres for guests and visitors.
Expenditures Prior Years 2024 2025 2026 Total
Construction/Rehab 2,480,000 2,480,000
Design 300,000 300,000
Eng,Admin Reimbursements 200,000 200,000
Total 2,980,000 2,980,000
Funding Sources Prior Years 2024 2025 2026 Total
HOT Funds 1,180,000 1,180,000
Type A/B Sales Tax(Prior) 1,800,000 1,800,000
Total 2,980,000 2,980,000
Budget Impact/Other 71
An assessment will be done upon completion of project to determine maintenance costs which will be included in the operational budget in
future years.
156
CITY OF CORPUS CHRISTI,TX Export Excel Print to PDF
PROJECT SUMMARY BY FUND
September 30,2024
23197-American Bank Center Landscaping
4/15/2024 8:21
Fund Description Budget Expenditures Expenditures Commitments Encumbrances Unencumbered
LTD LTD YTD Balance
COCC Project Total 2,980,000.00 22,176.83 15,335.20 0.00 115,695.00 2,842,128.17
3180 ConvCtrCIP 1,180,000.00 6,841.63 0.00 0.00 50,387.75 1,122,770.62
3274 Arena Type A 1,800,000.00 15,335.20 15,335.20 0.00 65,307.25 1,719,357.55
1of1
k3
•
Corpus Chr sti
Engineering
American Bank Center
Exterior Improvements
Council Presentation
April 23, 2024
Project Scope
Aa CorpOhr
Engineering
This project consists of exterior renovations and site
improvements for the American Bank Center as summarized
below:
• Arena entry walkway structural rehabilitations.
• Upgrades to drainage to protect building structural
integrity.
• Security enhancements and traffic improvements.
• Lighting enhancements throughout exterior and
Shoreline Blvd.
• New irrigation system.
• Drought-resistant landscaping improvements with
new concrete retaining walls.
• New exterior seating area facing Shoreline Blvd.
American Bank Center w
—.--s Corp*ChIst,
Y Engineering
Cost Structure
Base Bid: 2 2 4.1 d: $ ,0 6,96 6
_ Alternate#1: $310,000.00
Alternate#2: $120,000.00
BASE BD Total: $2,456,964.16
r.2-
BASE BID z
ExistingConditionsU5 Chlst,Engineering
r r
4
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�852 Y
OiApkk Abstract Rendering II
Corp*hl
Engineering
lww
EXISTING
IIIII PLAMS W/
II"�Uf'�"Ioe. RING LIGHT
IV
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TIERED
LANDSCAPING
TIERED
OVE LANDSCAPIN
W GROUND C = '
D SHORT PALMS
ROUGHOUT
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Abstract Rendering III
Corpus Chr sti
Engineering
wo
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NEW STAINLESS NEW CONCRETE NEW OUTDOOfr
STEEUREMOVEABLE NEW GROUND WALKWAY SEATING AREA
BOLLARDS COVER
THROUGHTOUT
d
` Project Schedule
C*C �
Engineering
April - January January - May June - March
Design Bid/Award Construction
The project schedule indicates that construction will begin in June
2024 and is projected to end in March 2025.
Plant Selection I
Corp*ChIst,
Engineering
o Texas Sabal Palm(Sabal Texana):
o Native to the lower Rio Grande valley.
o Stocky palm with large blue-green,fan-shaped leaves.
o Grows up to 48 feet tall.
o Ideal for coastal and naturalized areas.
o Sabal Minor Palmeto(Asparagus densiflorus'Sprengeri):
o Not a true fern but a subtropical relative of asparagus.
o Needle-like foliage covers sprawling,branched stems.
o Slow-growing and produces fragrant white flowers.
o Great for hanging baskets or as a ground cover.
o Emerald Blanket Natal Plum(Carissa macrocarpa'Emerald Blanket'):
o Low-growing evergreen shrub native to South Africa.
o Glossy dark green leaves and fragrant white flowers in spring.
o Dwarf cultivar,ideal for ground cover or low hedges.
o Asparagus Sprengeri Fern(Asparagus densiflorus'Sprengeri):
o Not a true fern but related to the asparagus vegetable.
o Needle-like foliage on arching stems.
o Excellent for hanging baskets or as an ornamental trailer.
o Giant Timber Bamboo(Phyllostachys bambusoides):
• Tall bamboo species with thick culms.
• Provides privacy screens and adds an exotic touch.
9
Plant Selection II
Corp*ChIst,
\ Engineering
o Variegated Ginger(Alpinia zerumbet'Variegata'):
o Tropical plant with striking variegated leaves.
o Adds texture and color to your landscape.
o Silver Saw Palmeto(Serena repens):
o Native to the southeastern United States.
o Low-growing palm with silver-blue fronds.
o Drought-tolerant and salt-tolerant.
o Philodendron Selloum(Philodendron bipinnatifidum):
o Large-leaved tropical plant.
o Adds lushness and a tropical vibe.
o Viburnum Awabuki(Viburnum odoratissimum'Awabuki):
o Evergreen shrub with glossy leaves.
o Fragrant white flowers and red berries.
o Suitable for hedges or foundation planting.
o Giant Liriope(Liriope gigantea):
o Grass-like perennial with tall flower spikes.
o Adds texture and vertical interest.
o Yucca gloriosa:Also known as Spanish dagger or yucca.
o An evergreen shrub native to the southeastern United States.
o Leaves are long,narrow,straight,and very stiff,reaching 30-50 cm(12-20 inches)in length.
o Dark green leaves with entire margins and a sharp brown terminal spine.
o Inflorescence is a panicle of bell-shaped white flowers,sometimes tinged with purple or red.
10
.SUS Cam`
0� �
N�aeaaaniE�
�852 AGENDA MEMORANDUM
First Reading for the City Council Meeting of April 23, 2024
Second Reading for the City Council Meeting of May 14, 2024
DATE: April 11, 2024
TO: Peter Zanoni, City Manager
FROM: Alma I. Casas, Interim Director of Finance and Procurement
almac@cctexas.com
(361) 826-3610
Delegating the Authorization for the Issuance of General Improvement Bond
CAPTION:
Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by
Corpus Christi City Council on September 5, 2023, consideration and approval of an ordinance
authorizing the issuance of "City of Corpus Christi, Texas, General Improvement Bonds, Series
2024", for the first issuance of bonds from the Bond 2022 authorization, for improvements to
streets and parks and recreation facilities in an amount not to exceed $50,000,000 and
refinancings in an amount not to exceed $105,000,000 in a sale to be conducted in November
2024, for the refunding, within set parameters and according to the plan of finance set by the
City's financial advisors; levying a continuing direct annual ad valorem tax for the payment of the
bonds; delegating authority to the City Manager, Chief Financial Officer, Director of Finance and
Procurement , and certain other authorized officials to approve and execute documents relating
to the issuance, sale, and delivery of the bonds; enacting other provisions incident and related
thereto; and providing for an effective date.
SUMMARY:
The City plans on issuing the remaining $50,000,000 of the $125,000,000 General Improvement
(GO) bonds approved by the voters in the 2022 Bond election. The amount of bond issuance
included in the ordinance includes estimated costs of issuance and accounts for any fluctuations
in the bond market at the time of pricing. In addition, the City may issue up to $105,000,000 for
current refunding and for savings. The ordinance delegates the authority to issue the bonds to
the City Manager, Chief Financial Officer, or the Director of Finance and Procurement per the
plan of finance set by the City's financial advisors and within the parameters set forth in the
ordinance for net present value savings and true interest rate.
BACKGROUND AND FINDINGS:
Because of the fluctuating conditions in the municipal bond market and to ensure that all legal
documents are executed on a timely basis, our financial advisor has recommended that the City
Council delegate to the City Manager, Chief Financial Officer, and the Director of Finance and
Procurement - including any person serving in any of the foregoing capacities on an interim or
non-permanent basis (the "Authorized Officials") the authority to approve the sale of the bonds
subject to the following parameters:
1) The principal amount in total of all bonds sold may not exceed $155,000,000.
2) The true interest rate shall not exceed 5.00%.
3) Maximum maturity of March 1, 2044.
The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the
Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter
1371, as amended, Texas Government Code.
In November 2022, voters approved 4 propositions totaling $125,000,000 for improvements to
Streets, Park and Recreational facilities, and Public Safety facilities and Libraries. The sale of
these GO Bonds will provide the remaining funding for the projects approved in the propositions.
On January 30,2024, the City Council approved a$28,100,000 reimbursement resolution to begin
awarding contracts for the Bond 2022 projects prior to the issuance of bonds. This agenda item
will allow for the issuance of GO Bonds to reimburse the City funds used for these projects.
Issuing bonds is a multi-step process. Staff will meet with rating agencies during the weeks of
April 1511 and April 22nd, with expected ratings issued on May 31 and May 10". The sale of the
bonds is expected in mid-May depending on market conditions with the financing closing in July.
The City Council will be updated with the final results of the issuance at completion.
ALTERNATIVES:
n/a
FISCAL IMPACT:
The fiscal impact of this ordinance is that it will generate up to $50,000,000 in bond proceeds for
use in improvements to Streets, Park and Recreational facilities, public safety, and libraries
approved by voters during the 2022 Bond Election and possibly refund bonds totaling
$105,000,000 for savings.
COMMENTS:
None.
RECOMMENDATION:
Staff recommends approval of the ordinance as presented.
LIST OF SUPPORTING DOCUMENTS:
Ordinance
ORDINANCE NO.
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF ITS GENERAL
IMPROVEMENT AND/OR REFUNDING BONDS IN ONE OR MORE
SERIES (AS DESIGNATED BY PURPOSE AND SERIES); LEVYING A
CONTINUING DIRECT ANNUAL AD VALOREM TAX FOR THE
PAYMENT OF THE BONDS; PRESCRIBING THE FORM, TERMS,
CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND
RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF ONE OR
MORE SERIES OF BONDS, INCLUDING THE APPROVAL AND
DISTRIBUTION OF ONE OR MORE OFFICIAL STATEMENTS
PERTAINING THERETO; AUTHORIZING THE EXECUTION OF ONE
OR MORE ESCROW AGREEMENTS, PAYING AGENT/REGISTRAR
AGREEMENTS AND PURCHASE CONTRACTS EACH PERTAINING TO
A SERIES OF BONDS; COMPLYING WITH THE PROVISIONS OF THE
DEPOSITORY TRUST COMPANY'S LETTER OF REPRESENTATIONS;
DELEGATING THE AUTHORITY TO THE CITY MANAGER, CHIEF
FINANCIAL OFFICER, AND DIRECTOR OF FINANCE AND
PROCUREMENT TO APPROVE AND EXECUTE CERTAIN
DOCUMENTS RELATING TO THE SALE OF EACH SERIES OF BONDS;
ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE
SUBJECT AND PURPOSE OF THIS ORDINANCE; AND PROVIDING
FOR AN EFFECTIVE DATE
WHEREAS, the City Council (the Governing Body) of the City of Corpus Christi, Texas
(the Issuer or the City) hereby finds and determines that new money general improvement bonds
of the Issuer in the total principal amount of$ (plus the allocation of a portion of
the reoffering premium in the amount of $ to aggregate $ ) of the
hereinafter-described voter authorization should be issued and sold at this time,being the first[and
final] installment of general improvement bonds approved and authorized to be issued at an
election held on November 8, 2022(the Election), the respective authorized purposes and amounts
authorized to be issued therefor, amounts previously issued, amounts being issued pursuant to this
ordinance, and amounts remaining to be issued from such voted authorizations subsequent to the
date hereof being as follows:
Bonds Premium
Date Amount Previously Issued allocated to Amount
Voted Purpose Authorized Issued Bonds Herein Bonds Herein Unissued
11/08/2022 Streets and Sidewalks $92,500,000 $0
11/08/2022 Parks and Recreation $20,000,000 $0
Facilities
11/08/2022 Public Safety Facilities $10,000,000 $o
11/08/2022 Libraries $2,500,000 $o
WHEREAS, the Governing Body of the Issuer has heretofore issued, sold, and delivered,
and there are currently outstanding (i) obligations in the aggregate original principal amount of
139684845.7
$ , 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
WHEREAS, [BOKF,NA, Dallas, Texas/The Bank of New York Mellon Trust Company,
N.A., Dallas, Texas], currently serves as the paying agent for the Refunded Obligations as
disclosed on Schedule I hereto; and
WHEREAS, (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$ and a net present
value savings of$ ( %); and
WHEREAS, the Governing Body hereby finds and determines that, pursuant to the
authority provided by Chapter 1371 (defined herein), the delegation to the Authorized Officials
(defined herein)with the authority to execute an"approval certificate" (a form of which is attached
hereto as Schedule 11)to approve the final terms of a series of bonds issued hereunder 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:
139684845.7 -2-
SECTION 1: Authorization — Designation — Principal Amount — Purpose. General
improvement and/or refunding bonds of the Issuer shall be and are hereby authorized to be issued
in the aggregate principal amount of
AND NO/100 DOLLARS ($ )to be designated and bear the title"CITY OF CORPUS
CHRISTI, TEXAS GENERAL IMPROVEMENT AND/OR REFUNDING BONDS, SERIES
2024" (the Bonds), for the purpose of (i) providing funds for the purposes authorized at the
Election; (ii) accomplishing the refunding of the Refunded Obligations; and (iii)paying the costs
of issuing the Bonds,in conformity with the laws of the State of Texas,particularly Chapters 1207,
1251, 1331, and 1371, as amended, Texas Government Code, Chapter 331, as amended, Texas
Local Government Code, the Home Rule Charter of the Issuer, this ordinance (the Ordinance)
adopted by the Governing Body on May 14, 2024, and the Election referenced in the preamble to
this Ordinance.
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
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;
139684845.7 -3-
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 $155,000,000,
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 $50,000,000, 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 $105,000,000;
B. the maximum maturity of any series of Bonds shall not occur later than March 1,
2044;
C. the true interest cost on each series of Bonds shall not exceed the maximum allowed
by law;
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 3.00%; and
E. the final series of Bonds hereunder issued shall be sold on or before May 14, 2025
(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 11. 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
139684845.7 -4-
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 , 2024 (the Bond Date), shall be issued in denominations of $5,000 or any
integral multiple thereof (within a Stated Maturity), and shall be lettered "R" and numbered
consecutively from One(1)upward. The Bonds shall become due and payable on March 1 in each
of the years and in the amounts and bear interest at the rates per annum, in accordance with the
following schedule:
Year of Principal Interest
Stated Maturity Amount($) Rate
139684845.7 -5-
The Bonds shall bear interest on the unpaid principal amounts from the [Bond/Closing Date
(anticipated to occur on or about , 2024)], 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/September] 1, 20 , 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
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.
139684845.7 -6-
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(15th) 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.
SECTION 4: Redemption.
A. Mandatory Redemption of Term Bonds. The Bonds stated to mature on March 1,
20 and March 1, 20 are referred to herein as the "Term Bonds". The Term Bonds are subject
to mandatory sinking fund redemption prior to their stated maturities from money required to be
deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other
customary method, at the principal amount thereof plus accrued interest to the date of redemption
in the following principal amounts on March 1 in each of the years as set forth below:
139684845.7 -7-
Term Bonds Term Bonds
Stated to Mature Stated to Mature
on March 1, 20 on March 1, 20
Principal Principal
Year Amount($) Year Amount($)
20 20
20 20
20 20
*Payable at Stated Maturity
The principal amount of a Term Bond required to be redeemed pursuant to the operation
of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the
principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the
mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered
to the Paying Agent/Registrar for cancellation (2) shall have been purchased and canceled by the
Paying Agent/Registrar at the request of the Issuer with money in the Bond Fund, or(3) shall have
been redeemed pursuant to the optional redemption provisions set forth below and not theretofore
credited against a mandatory redemption requirement.
B. Optional Redemption of Bonds. The Bonds having Stated Maturities on and after
March 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the Issuer,
on March 1, 20 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.
C. 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.
D. 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.
E. 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
139684845.7 -8-
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
(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.
F. 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
139684845.7 -9-
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
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
139684845.7 -10-
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$ 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.
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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139684845.7 -1 1-
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 AND/OR REFUNDING BOND, SERIES 2024
Bond Date: Interest Rate: Stated Maturity: CUSIP No.:
2024
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 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 [Bond/Closing Date (anticipated to
occur on or about , 2024)], 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/September] 1,
20
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.
139684845.7 -12-
This Bond is one of the series specified in its title issued in the aggregate principal amount
of$ (the Bonds)pursuant to an ordinance adopted by the Governing Body of the Issuer
(the Ordinance), for the purpose of(i)providing funds for the purposes authorized at the Election;
(ii) accomplishing the refunding of the Refunded Obligations; and (iii)paying the costs of issuing
the Bonds,under and in strict conformity with the laws of the State of Texas, particularly Chapters
1207, 1251, 1331, and 1371, as amended, Texas Government Code, Chapter 331, as amended,
Texas Local Government Code, the Home Rule Charter of the Issuer, the Ordinance, and the
election identified in the preamble of the Ordinance.
As specified in the Ordinance, the Bonds stated to mature on March 1, 20 and March 1,
20 are referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory
sinking fund redemption prior to their stated maturities from money required to be deposited in
the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method,
at the principal amount thereof plus accrued interest to the date of redemption in the following
principal amounts on March 1 in each of the years as set forth below:
Term Bonds Term Bonds
Stated to Mature Stated to Mature
on March 1, 20 on March 1, 20
Principal Principal
Year Amount($) Year Amount($)
20 20
20 20
20 20
*Payable at Stated Maturity
The principal amount of a Term Bond required to be redeemed pursuant to the operation
of such mandatory redemption provisions shall be reduced, at the option of the Issuer, by the
principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the
mandatory redemption date (1) shall have been defeased or acquired by the Issuer and delivered
to the Paying Agent/Registrar for cancellation (2) shall have been purchased and canceled by the
Paying Agent/Registrar at the request of the Issuer with money in the Bond Fund, or(3) shall have
been redeemed pursuant to the optional redemption provisions set forth below and not theretofore
credited against a mandatory redemption requirement.
As stated in the Ordinance, the Bonds stated to mature on and after March 1, 20 may be
redeemed prior to their Stated Maturities, at the option of the Issuer, on March 1, 20 , 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
139684845.7 -13-
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.
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
139684845.7 -14-
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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139684845.7 -15-
IN WITNESS WHEREOF, the Issuer has caused this Bond to be duly executed under its
official seal.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
(CITY SEAL)
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139684845.7 -16-
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
By:
Authorized Signature
*NOTE TO PRINTER: Print on Definitive Bonds.
139684845.7 -17-
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:
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139684845.7 -18-
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 [Bond/Closing Date(anticipated to occur on or about
2024)], 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/September] 1, 20
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.
139684845.7 -19-
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
139684845.7 -20-
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/September] 1,
20 , while any of the Bonds remain Outstanding.
I. 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 14, 2024.
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 2015, dated
August 1, 2015, in the original principal amount of$90,520,000, and stated to mature on
March 1 in each of the years 2026 through 2035, in the aggregate principal amount of
$ to be redeemed on March 1, 2025;
139684845.7 -21-
(2) City of Corpus Christi, Texas General Improvement Refunding Bonds, Series
2015, dated October 1, 2015, in the original principal amount of$61,015,000, and stated
to mature on March 1 in each of the years 2026 through 2029, in the aggregate principal
amount of$ , to be redeemed on March 1, 2025;
(3) City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue
Certificates of Obligations, Taxable Series 2015, dated October 1, 2015, in the original
principal amount of $10,020,000, and stated to mature on March 1 in each of the years
2026 through 2035, in the aggregate principal amount of $ to be redeemed on
March 1, 2025; and
(4) City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue
Certificates of Obligations, Series 2016, dated December 1, 2015, in the original principal
amount of $2,000,000, and stated to mature on September 1, 2025, September 1, 2027,
September 1, 2029, September 1, 2031, September 1, 2033, and September 1, 2035, in the
aggregate principal amount of$ , to be redeemed on —, 202[ ].
O. The term Stated Maturity shall mean the annual principal payments of the Bonds
payable on March 1 of each year, as set forth in Section 2 of this Ordinance.
SECTION 10: Bond Fund—Investments. For the purpose of paying the interest on and to
provide a sinking fund for the payment, redemption, and retirement of the Bonds, there shall be
and is hereby created a special fund to be designated "CITY OF CORPUS CHRISTI, TEXAS
GENERAL IMPROVEMENT AND/OR REFUNDING BONDS, SERIES 2024, 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
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
139684845.7 -22-
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: Lew 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, 2024 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
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.
139684845.7 -23-
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
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.
139684845.7 -24-
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: Covenants to Maintain Tax Exempt Status. 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.
A. Definitions. When used in this Section, the following terms have the following
meanings:
Code means the Internal Revenue Code of 1986, as amended by all legislation, if
any, effective on or before the Closing Date.
Computation Date has the meaning set forth in Section 1.148-1(b) of the
Regulations.
Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the
Regulations, of the Bonds.
Investment has the meaning set forth in Section 1.148-1(b) of the Regulations.
Nonpurpose Investment means any investment property, as defined in section
148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not
acquired to carry out the governmental purposes of the Bonds.
Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations.
Regulations means any proposed, temporary, or final Income Tax Regulations
issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal
Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific
Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax
Regulation designed to supplement, amend or replace the specific Regulation referenced.
Yield of:
(1) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations; and
(2) the Bonds has the meaning set forth in Section 1.148-4 of the
Regulations.
139684845.7 -25-
B. Not to Cause Interest to Become Taxable. The Issuer shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on
any Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the Issuer receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Bond, the Issuer shall comply
with each of the specific covenants in this Section.
C. No Private Use or Private Payments. Except to the extent it will not cause the
Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the
Regulations and rulings thereunder, the Issuer shall at all times prior to the last Stated Maturity of
Bonds:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly
with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the
Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all
contractual arrangements with terms different than those applicable to the general public)
or any property acquired, constructed or improved with such Gross Proceeds in any activity
carried on by any person or entity (including the United States or any agency, department
and instrumentality thereof)other than a state or local government,unless such use is solely
as a member of the general public; and
(2) not directly or indirectly impose or accept any charge or other payment by
any person or entity who is treated as using Gross Proceeds of the Bonds, or any property
the acquisition, construction or improvement of which is to be financed or refinanced
directly or indirectly with such Gross Proceeds (including property financed with Gross
Proceeds of the Refunded Obligations), other than taxes of general application within the
Issuer or interest earned on investments acquired with such Gross Proceeds pending
application for their intended purposes.
D. No Private Loan. Except to the extent it will not cause the Bonds to become
"private activity bonds" within the meaning of section 141 of the Code and the Regulations and
rulings thereunder, the Issuer shall not use Gross Proceeds of the Bonds to make or finance loans
to any person or entity other than a state or local government. For purposes of the foregoing
covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property
acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or
entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or
service from such property is committed to such person or entity under a take-or-pay, output or
similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of
such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds
are otherwise transferred in a transaction which is the economic equivalent of a loan.
139684845.7 -26-
E. Not to Invest at Higher Yield. Except to the extent it will not cause the Bonds to
become"arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and
rulings thereunder, the Issuer shall not at any time prior to the final Stated Maturity of the Bonds
directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the
Yield on any Investments acquired with Gross Proceeds(or with money replaced thereby),whether
then held or previously disposed of, materially exceeds the Yield of the Bonds.
F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the Issuer shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed within the meaning of section
149(b) of the Code and the Regulations and rulings thereunder.
G. Information Report. The Issuer shall timely file the information required by section
149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary of the Treasury may prescribe.
H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section
148(f) of the Code and the Regulations and rulings thereunder:
(1) The Issuer shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and apart from
all other funds (and receipts, expenditures and investments thereof) and shall retain all
records of accounting for at least six (6)years after the day on which the last Outstanding
Bond is discharged. However, to the extent permitted by law, the Issuer may commingle
Gross Proceeds of the Bonds with other money of the Issuer, provided that the Issuer
separately accounts for each receipt and expenditure of Gross Proceeds and the obligations
acquired therewith.
(2) Not less frequently than each Computation Date, the Issuer shall calculate
the Rebate Amount in accordance with rules set forth in section 148(f)of the Code and the
Regulations and rulings thereunder. The Issuer shall maintain such calculations with its
official transcript of proceedings relating to the issuance of the Bonds until six (6) years
after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the Purchasers
and the loan of the money represented thereby and in order to induce such purchase by
measures designed to insure the excludability of the interest thereon from the gross income
of the owners thereof for federal income tax purposes, the Issuer shall pay to the United
States out of the Bond Fund or its general fund, as permitted by applicable Texas statute,
regulation or opinion of the Attorney General of the State of Texas, the amount that when
added to the future value of previous rebate payments made for the Bonds equals: (i)in the
case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations,
one hundred percent(100%)of the Rebate Amount on such date; and (ii)in the case of any
other Computation Date, ninety percent(90%) of the Rebate Amount on such date. In all
cases, the rebate payments shall be made at the times, in the installments, to the place and
in the manner as is or may be required by section 148(f) of the Code and the Regulations
and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and
139684845.7 -27-
information as is or may be required by section 148(f)of the Code and the Regulations and
rulings thereunder.
(4) The Issuer shall exercise reasonable diligence to assure that no errors are
made in the calculations and payments required by paragraphs (2) and (3), and if an error
is made, to discover and promptly correct such error within a reasonable amount of time
thereafter (and in all events within one hundred eighty (180) days after discovery of the
error), including payment to the United States of any additional Rebate Amount owed to
it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations.
I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the Issuer shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces
the amount required to be paid to the United States pursuant to subsection H of this Section because
such transaction results in a smaller profit or a larger loss than would have resulted if the
transaction had been at arm's length and had the Yield of the Bonds not been relevant to either
party.
J. Bonds Not Hedge Bonds.
(1) At the time the Refunded Obligations were issued, the Issuer reasonably
expected to spend at least eighty-five percent (85%) of the spendable proceeds of such
bonds within three (3)years after such bonds were issued.
(2) With respect to the new money portion of the Bonds, the Issuer reasonably
expects to spend at least eighty-five percent(85%) of the spendable proceeds of the Bonds
within three (3)years after such Bonds are issued.
(3) Not more than fifty percent (50%) of the proceeds of the Bonds will be
invested in Nonpurpose Investments having a substantially guaranteed Yield for a period
of four(4)years or more.
K. [Current Refunding of the Refunded Obligations. The Bonds are being issued to
refund the Refunded Obligations, and the Bonds will be issued, and certain proceeds thereof used,
within 90 days after the Closing Date for the redemption of the Refunded Obligations. In the
issuance of the Bonds,the Issuer has employed no"device"to obtain a material financial advantage
(based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings
attributable to lower interest rates. The Issuer has complied with the covenants, representations,
and warranties contained in the documents executed in connection with the issuance of the
Refunded Obligations. Accordingly, the Issuer expects to invest the Bond proceeds to be used to
refund the Refunded Obligations without regard to Yield restrictions.]
L. Elections. The Issuer hereby directs and authorizes any Authorized Official or the
City Attorney, either or any combination of them,to make elections permitted or required pursuant
to the provisions of the Code or the Regulations, as they deem necessary or appropriate in
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connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate
certificate, form or document. Such elections shall be deemed to be made on the Closing Date.
SECTION 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
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,
139684845.7 -29-
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
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 , 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 , 2024, 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 . 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
139684845.7 -3 0-
approved, and the Purchasers are hereby authorized to use and distribute the final Official
Statement, dated , 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. The Issuer received a [net] reoffering premium from the sale of the Bonds of
$ of which $ is attributable to the refunding portion of the Bonds (the
Refunding Premium) and $ is attributable to the new money portion of the Bonds (the
New Money Premium). The Refunding Premium is hereby allocated by the Issuer in the following
manner: (i) $ shall be used to pay costs of issuance and contingency amount; (ii)
$ shall be used to pay the Purchasers' discount; and (iii) $ shall be
deposited into the hereinafter defined Escrow Fund to provide for the refunding of the Refunded
Obligations as described in subsection B below. The New Money Premium is hereby allocated by
the Issuer in the following manner: (i) $ shall be used to pay costs of issuance and
contingency amount; (ii) $ shall be used to pay the Purchasers' discount; and (iii)
$ shall be counted against the Issuer's voted authorization and deposited into the
special construction account or accounts as described in subsection C below.
B. $ (representing $ of principal and $ of the
Refunding Premium allocated to the refunding of the Refunded Obligations as described in
subsection A above) shall be deposited and expended pursuant to the Agreement (hereinafter
defined).
C. $ (representing $ of principal and $ of the
New Money Premium allocated against the applicable voted authorization as specified in the table
included in the preamble of this Ordinance and as described in subsection A above) shall be
deposited into the special construction account or accounts created for the projects to be
constructed with the Bond proceeds. This special construction account shall be established and
maintained at the Depository and shall be invested in accordance with the provisions of Section
10 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of the
projects financed with such proceeds shall be accounted for, maintained, deposited, and expended
as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as
required by any other applicable law. Thereafter, such amounts shall be expended in accordance
with Section 11.
SECTION 21: Escrow Agreement Approval and Execution. The Escrow and Trust
Agreement, dated as of May 14, 2024, 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
139684845.7 -3 1-
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 AND/OR REFUNDING BONDS, SERIES
2024 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
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.
139684845.7 -32-
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. 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.
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.
139684845.7 -3 3-
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
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
139684845.7 -34-
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: Continuinz Disclosure Undertaking.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
FMMA 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
"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.
139684845.7 -3 5-
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 2024, 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:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults, if material;
(3) unscheduled draws on debt service reserves reflecting financial difficulties;
(4) unscheduled draws on credit enhancements reflecting financial difficulties;
139684845.7 -3 6-
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB), or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
(7) modifications to rights of Holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) defeasances;
(10) release, substitution, or sale of property securing repayment of the Bonds,
if material;
(11) rating changes;
(12) bankruptcy, insolvency, receivership, or similar event of the 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,
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
139684845.7 -37-
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.
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
139684845.7 -3 8-
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
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
139684845.7 -3 9-
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).
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,
139684845.7 -40-
Texas Business& Commerce Code and enable a filing to perfect the security interest in this pledge
to occur.
SECTION 42: Automatic Budget Amendments to Reflect Final Debt Service Payments.
To the extent that the City Council adopts an annual budget that includes payment of debt service
on any Bonds issued (or to be issued) pursuant to this Ordinance based on the City's reasonable
expectations and projections relative to the Bonds, such budget entries shall be automatically
adjusted to reflect actual debt service payments on those Bonds coming due during the period of
time covered by such budget. Each Authorized Representative, or the designee thereof, is
authorized to make such necessary budget entries and/or adjustments to reflect these final debt
service amounts.
SECTION 43: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 44: Effective Date. Pursuant to the provisions of Section 1201.028, as
amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption,
notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a
multiple reading requirement for the adoption of ordinances.
[The remainder of this page intentionally left blank.]
139684845.7 41-
PASSED, APPROVED AND ADOPTED on the 141h day of May, 2024.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
(SEAL)
APPROVED THIS 14th DAY OF MAY, 2024:
Miles Risley, City Attorney
[The remainder of this page intentionally left blank.]
Signature page to the Ordinance
S-1
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
[The remainder of this page intentionally left blank.]
139684845.7 Index-I
SCHEDULE I
SCHEDULE OF REFUNDED OBLIGATIONS
[To be completed based off the Refunding Candidates selected upon the sale of the respective
series of obligations]
139684845.7 Schedule I-1
SCHEDULE II
APPROVAL CERTIFICATE
See Tab No.
139684845.7 Schedule II-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
See Tab No.
139684845.7 A-1
EXHIBIT B
PURCHASE CONTRACT
See Tab No.
139684845.7 B-1
EXHIBIT C
ESCROW AGREEMENT
See Tab No.
139684845.7 C-1
EXHIBIT D
NOTICES OF REDEMPTION
See Tab No.
139684845.7 D-1
EXHIBIT E
DTC LETTER OF REPRESENTATIONS
See Tab No.
139684845.7 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.
139684845.7 F-I
EXHIBIT G
GENERAL POLICIES AND PROCEDURES
CONCERNING COMPLIANCE WITH THE RULE
I. 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 subj ect 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;
139684845.7 G-I
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.
139684845.7 C7-2
I
General Obligation Bonds
Delegation Ordinance
Legistar #24-0620
City Council Meeting
April 23, 2024
Financing of Capital Projects
• Capital Improvement Projects (CIP) and funding are
approved in the City's Capital Budget
• Reimbursement resolution for Bond 2022 projects
approved by City Council on December 20, 2022 to begin
using funds for projects
• Capital Budget staff assesses funding needs for next 12-18
months to determine what debt needs to be issued to
fund current and prior year approved projects
• Today - First reading of an ordinance delegating the
authority to certain city staff to approve the sale of
General Obligation Bonds within stated parameters
Summary of Financial Transactions
• Issuance of $50,000,000 of General Obligation Bonds to
fund the first tranche of Bond 2022 projects
• Remaining $75,000,000 for Bond 2022 projects will be
issued next fiscal year
• Potential refunding of up to $105,000,000 of existing
General Obligation Bonds for savings
Bond 2022 Voter Authorization
CMWMI
Voter Authorization
Prop A — Streets $92,500,000 $17,500,000
Prop B — Parks 20,000,000 20,000,000
Prop C — Public Safety 10,000,000 10,000,000
Prop D - Libraries 2,500,000 2,500,000
TOTAL $125,000,000 $50,000,000
UE) Bond 2022 Voter Authorization -
Proposition A - Streets
Project Name Voter Approved Amount Tranche I in 2024 Tranche 2 in 2025
Aaron Drive (Saratoga to Summer Wind) $2,800,000 $532,000 $2,268,000
Alameda St. (Texas to Doddridge) Design Only $2,000,000 $380,000 $1,620,000
Alameda St. (Airline to Everhart) $13,300,000 $2,527,000 $10,773,000
Beach Access Road (SH361to Beach) $4,400,000 $836,000 $3,564,000
Bonner Drive (Everhartto Flynn) $4,200,000 $798,000 $3,402,000
Carroll Lane (SH 358to Holly) $5,100,000 $969,000 $4,131,000
Flour Bluff Drive (Yorktown to Don Patricio) $14,000,000 $2,585,000 $11,415,000
Holly Road (Paul Jones to Ennis Joslin) Design $1,200,000 $228,000 $972,000
Martin Street(Holly to Dorado) $2,700,000 $513,000 $2,187,000
McCampell (Agnes- Leopard) $7,000,000 $1,330,000 $5,670,000
Starlight Lane (Violetto Leopard) $8,100,000 $1,539,000 $6,561,000
Surfside Blvd (Breakwaterto Elm) $1,600,000 $304,000 $1,296,000
Timbergate Drive (Snowgoose to Staples) $3,500,000 $665,000 $2,835,000
Upper/Middle/Lower Broadway(Design Only) $2,600,000 $494,000 $2,106,000
Yorktown Blvd (Rodd Field to Oso Bridge) $20,000,000 $3,800,000 $16,200,000
TOTAL $92,500,000 $17,500,000 $75,000,000
ue) Bond 2022 Voter Authorization -
Proposition B - Parks
ApprovedProject Name Voter
Bill Witt Park- Aquatic Center $10,000,000 $10,000,000
Cole Park Multigenerational Playground $1,125,000 $1,125,000
Commodore Park Improvements $1,000,000 $1,000,000
Greenwood Sports Complex- Sparkling City $850,000 $850,000
Greenwood Sports Complex- Universal League $500,000 $500,000
Greenwood Sports Complex-Westside Pony $3,350,000 $3,350,000
Labonte Park Expansion $1,525,000 $1,525,000
North Beach Eco Park (Design Only) $100,000 $100,000
Oso Gold Center- Club House (Design Only) $750,000 $750,000
St. Denis Park $300,000 $300,000
Trestle to Trail Holly Road Project (Pre-Design) $500,000 $500,000
TOTAL $20,000,000 $20,000,000
6
UE) Bond 2022 Voter Authorization -
Proposition C - Public Safety
ApprovedProject Name Voter
Calallen Police Substation (Design Only) $1,000,000 $1,000,000
Far South Police Substation $4,000,000 $4,000,000
CCFD Resource Center- Phase 2 (EMS Central) $1,000,000 $1,000,000
Fire Station #8(Design Only) $2,0001,000 $2,000,000
Fire Station #10(Design Only) $2,000,000 $2,000,000
TOTAL $10,000,000 $10,000,000
Bond 2022 Voter Authorization -
Uqw Proposition D - Libraries
ApprovedProject Name Voter
La Retama Central Library Renovation (Exterior) F $2,500,000 $2,500,000
TOTAL $2,500,000 $2,500,000
- � - Steps for Issuance
Specific steps must be followed per state law for the
issuance of General Obligation Bonds:
• April 23, 2024 - First Reading of ordinance to authorize
delegation of authority
• May 14, 2024 - Second reading and adoption of
ordinance authorizing delegation of authority
• May 16, 2024 — Sale of GO Bonds
• June 12, 2024 — Closing Date for GO Bonds
Ordinance#24-0620 General Obligation Bonds- Financing Plan Presentation April 23,2024
City of Corpus Christi, Texas
Victor Quiroga Dan Wegmiller
Managing Director Managing Director
711 N Carancahua St 248 Addie Roy Road
Suite Suite
SPECIALIZED PUBLIC FINANCE INC. Corpus Christi,Texas 78401 Austin,Texas 78746
FINANCIAL ADVISORY SERVICES 361.278.1310 512.820.6086
FL-1
victor(aDspfmuni.com dan(aDspfmuni.com
Presentation Outline
I. Bond Market Update
II. Current City Bond Ratings
III. Overview of November 2022 Bond Program
IV. General Obligation Bonds Financing Overview
SPECIALIZED PUBLIC FIN. scA EANCE NC. CITY OF CORPUS CHRISTI,TEXAS 1 ow 'I .
The Long View on Tax-Exempt Rates: The Bond Buyer's G.O. Index Since 1961
14.00
13.00 Current 3.76%
Minimum 2.02%
12.00 Average 5.44%
Maximum 13.44%
11.00
10.00 Since 1961 78.39%
Last 20 Years 60.44%
s.00 Last 10 Years 29.31°/0
Last 5 Years 9.200
8.00 Last Year 25.00%
7.00
6.00 —
5.00
4.00 14
3.00
2.00
1.00
0.00
Jan-1961 Jan-1966 Jan-1971 Jan-1976 Jan-1981 Jan-1986 Jan-1991 Jan-1996 Jan-2001 Jan-2006 Jan-2011 Jan-2016 Jan-2021
G.O.BBI -Current -Average
SPECIALIZED PUBLIC FINANCE INC. CITY OF CORPUS CHRISTI,TEXAS 2
ir+..nci.,� .axis ow. scA�icss
Current City Bond Ratings
➢ Fiscal Year 2024 Bonds will be rated by S&P and Fitch Rating Agencies
S&P Global Fitch
Rating Agency Ratings MOODYS Ratings
Analyses Highest Possible Rating AAA_ Aaa AAA
AA+ Aa 1 AA+
High Grade/High Quality
At Al At
Upper Medium Grade A A2 A
A- A3 A-
Financial BBB+ Baal BBB+
Performance
Lower Medium Grade BBB Baa2 BBB ;
BBB- Baa3 BBB-
---------------------------------------------------
BB+ Bat BB+
Management BB Bat BB
Speculative Grade BB- Ba3 BB-
B+ Bl B+
B B2 B
Debt Position B- _ B3 B-
Highly Speculative Grade CCC(+,-),CC or C Caal,Caa2 or Caa3 CCC(+,-),CC or C
In Default D Ca 1 D
Current Corpus Christi General Obligation Bond rating
Current Corpus Christi Utility System Bond rating
---- Minimum Irmstment Grade
ILI SPECIALIZED PUBLIC FINANCE INC.
w. s e e v c s s CITY OF CORPUS C,HRISTI,TEXAS 13
November 2022 Bond Program: $125,000,000
➢ On November 8, 2022, the City conducted a successful bond election for $125,000,000
➢ The City has not issued bonds under this authorization
➢ The City intends to issue $50,000,00 of the $125,000,000 during FY 2024
Proposition . .
A Streets $92,500,000 49,791 (66.9%) / 24,659 (33.1%)
B Parks & Recreation $20,000,000 45,723 (61.6%) / 28,472 (38.4%)
C Public Safety $10,000,000 55,351 (74.1%) / 19,320 (25.9%)
D Library $2,500,000 43,829 (59.3%) / 30,118 (40.7%)
FLISPECIALIZEDgPUBLIC FINANCE INC. CITY OF CORPUS CHRISTI,TEXAS 1 4
General Obligation Financing Overview perApproved Budget
➢ Ordinance #24-0620 will allow for the issuance of General Obligation Bonds from
the November 2022 Bond Program and a separate refinancing of existing bonds
for estimated taxpayer savings of $5.9 million
PLANNED ISSUANCES* PRELIMINARY USE OF PROCEEDS
In Millions($)
1) General Improvement Bonds
- $50,000,000 Initial authorization from '22 Bond Program"
2022 Voter-Approved Bond Program
Streets $17.50
- Sale to be conducted May 16th
Parks & Recreation 20.00
2) General Obligation Refunding Bonds Public Safety 10.00
- Not to exceed $105,000,00 to
refinance existing debt Library 2.50
- Estimated taxpayer savings of$5.9 Total $50.00
million
- Projected annual savings of
$597,000 through 2035 METHOD OF SALE
- Sale to be conducted Nov 2024 Open market financing through a
negotiated sale process
Preliminary,subject to change.
SPECIALIZED PUBLIC FINANCE INC.
e e v c E CITY OF CORPUS CHRISTI,TEXAS 5
QUESTIONS ?
.SUS Cam`
0
N�aeaaaniE�
�852 AGENDA MEMORANDUM
First Reading for the City Council Meeting of April 23, 2024
Second Reading for the City Council Meeting of May 14, 2024
DATE: April 11, 2024
TO: Peter Zanoni, City Manager
FROM: Alma I. Casas, Interim Director of Finance and Procurement
almac@cctexas.com
(361) 826-3610
Delegating the Authorization for the Issuance of Taxable Certificates of Obligation
CAPTION:
Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by
the Corpus Christi City Council on September 5, 2023, consideration and approval of an
ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited
Pledge Revenue Certificates of Obligation, Taxable Series 202413" for solid waste improvements
in an amount not to exceed $10,605,000, within set parameters and according to the plan of
finance set by the City's financial advisors; providing for the payment of said certificates by the
levy of an ad valorem tax upon all taxable property within the City and further securing said
certificates by a lien on and pledge of the pledged revenues of the solid waste system; delegating
authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement and
certain other authorized officials to approve and execute documents relating to the issuance, sale
and delivery of the certificates; enacting other provisions incident and related thereto; and
providing an effective date.
SUMMARY:
The City plans on issuing $10,605,000 of taxable Certificates of Obligations (CO) in support of
improvements to the Solid Waste facilities. The amount of bond issuance included in the
ordinance includes estimated costs of issuance and accounts for any fluctuations in the bond
market at the time of pricing. The ordinance delegates the authority to issue the bonds to the City
Manager, Chief Financial Officer, or the Director of Finance and Procurement per the plan of
finance set by the City's financial advisors and within the parameters set forth in the ordinance for
net present value savings and true interest rate.
BACKGROUND AND FINDINGS:
Because of the fluctuating conditions in the municipal bond market and to ensure that all legal
documents are executed on a timely basis, our financial advisor has recommended that the City
Council delegate to the City Manager, Chief Financial Officer, and the Director of Finance and
Procurement - including any person serving in any of the foregoing capacities on an interim or
non-permanent basis (the "Authorized Officials") the authority to approve the sale of the bonds
subject to the following parameters:
1) The principal amount in total of all bonds sold may not exceed $10,605,000 for the taxable
CO's.
2) The true interest rate shall not exceed 6.00% per year.
3) Maximum maturity of March 1, 2044.
The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the
Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter
1371, as amended, Texas Government Code.
In the adopted FY 2023-2024 Capital Improvement Budget, several projects were budgeted to
use COs totaling $50,005,000 for the funding of the projects. The projects include:
Parks:
South Bay Park $815,000
Solid Waste:
C Valenzuela Gas Collection System — 3C $1,300,000
C Valenzuela Landfill Expansion 250,000
C Valenzuela Road Improvements 3,500,000
C Valenzuela Landfill Sector 2A Cells development 651,892
J Elliott Landfill Road Improvements 4,900,000
Streets:
Alameda (Texan Trail to Chamberlain) 2,017,404
Everhart (Alameda to Staples) 2,080,797
Everhart (SPID to McArdle) 637,730
Everhart (Staples to McArdle) 848,176
Leopard St (Crosstown Expressway to Palm Dr) 1,000,000
McArdle (Kostoryz to Carroll Lane) 3,102,418
North Lexington (Leopard to Hopkins) 2,731,613
Facilities:
City Hall Council Chambers Renovations Ph.1/Ph.2 625,540
City Hall Fencing and Gates 608,180
City Hall Lighting Improvements 217,904
City Hall Parking Lot 830,887
City Hall Roof 480,000
Facilities Administrative Offices 495,975
Fleet Administrative & Parts Facility 556,062
Fleet Vehicle Wash Facility 186,682
Fire:
Fire Dept HQ-Dev Svcs Foundation Repair 53,338
Fire Station No. 3 6,680,000
Police:
Police Headquarters 400,000
Police Training Academy 12,207,536
Public Health:
Public Health Department Building Improvements 2,825,140
Total $52,002,274
The total amount to be funded with CO's is an amount not to exceed $50,005,000. Of this amount
$10,605,000 will be taxable bonds for Solid Waste projects with $10,605,000 being self-supported
by Solid Waste revenue and $39,400,000 will be tax-exempt bonds supported by property taxes.
State law requires that a notice of intention be published when COs are to be sold. The City
Council approved the Notice of Intention on March 19, 2024. The required notice was advertised
in the Corpus Christi Caller-Times on Sunday, March 24, 2024, and Monday, April 1, 2024.
Issuing bonds is a multi-step process. Staff will meet with rating agencies on the weeks of April
18' and April 24', with expected ratings issued on May V and May 10' The sale of the bonds
is expected in mid-May depending on market conditions with the financing closing in July. The
City Council will be updated with the final results of the issuance at completion.
ALTERNATIVES:
n/a
FISCAL IMPACT:
The fiscal impact of this ordinance is that it will generate $10,605,000 in bond proceeds for use
on solid waste facility improvements approved in the FY2024 CIP budget.
COMMENTS:
None.
RECOMMENDATION:
Staff recommends approval of the ordinance as presented.
LIST OF SUPPORTING DOCUMENTS:
Ordinance
ORDINANCE
ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS
CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE
REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES
202411" IN AN AMOUNT NOT TO EXCEED $10,605,000, WITHIN SET
PARAMETERS AND ACCORDING TO THE PLAN OF FINANCE SET BY
THE CITY'S FINANCIAL ADVISORS; PROVIDING FOR THE
PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD
VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY
AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND
PLEDGE OF THE PLEDGED REVENUES OF THE SOLID WASTE
SYSTEM; DELEGATING AUTHORITY TO THE CITY MANAGER,
CHIEF FINANCIAL OFFICER, DIRECTOR OF FINANCE AND
PROCUREMENT TO EXECUTE CERTAIN DOCUMENTS RELATING
TO THE SALE OF THE CERTIFICATES; ENACTING OTHER
PROVISIONS INCIDENT AND RELATED THERETO; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, the City Council (the City Council or the Governing Body) of the City of
Corpus Christi, Texas (the City or the Issuer) has caused notice to be given of its intention to issue
certificates of obligation in the maximum principal amount not to exceed $50,005,000 for the
purpose or purposes of paying contractual obligations of the City to be incurred for making
permanent public improvements and for other public purposes to the extent of availability of funds,
to-wit: (1) (a) constructing, acquiring, purchasing, renovating, enlarging, and improving City
administrative facilities and signage, including renovations and improvements to City Hall and a
new public works department facility for City vehicles, (b) constructing, acquiring, purchasing,
renovating, enlarging, and improving City public health facilities and signage, including
renovations and improvements to the City's public health department building, (c) constructing,
acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and
signage, including a Training Academy and a new fire station, (d) designing, demolishing,
constructing, renovating, improving, reconstructing, restructuring and extending streets and
thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage,
landscape, signage, acquiring lands and rights-of-way necessary thereto or incidental therewith,
(e) constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste
facilities,including landfill site development, a gas collection and control system, and related road
improvements, and (f) constructing, acquiring, purchasing, renovating, enlarging, and improving
City park facilities, including South Bay Park and City golf courses; (2)the purchase of materials,
supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and
purposes; and (3)the payment of professional services related to the design, construction,
management and financing of the aforementioned projects This notice has been duly published in
a newspaper hereby found and determined to be of general circulation in the City, once a week for
two(2) consecutive weeks, the date of the first publication of such notice being not less than forty-
five (45) days prior to the tentative date stated therein for the final passage of the ordinance
139320888.5
authorizing the issuance of such certificates of obligation; and
WHEREAS, in accordance with the provisions of Section 271.049, as amended, Texas
Local Government Code, the City confirms that notice of the City's intention to issue certificates
of obligation was approved by resolution at a public meeting and stated (1) the then-current
principal of all outstanding debt of the City; (2) the then-current combined principal and interest
required to pay all outstanding debt obligations of the City on time and in full, based on the City's
expectations relative to the interest due on any variable rate debt obligations, as applicable (3)the
maximum principal amount of the certificates of obligation to be authorized; (4) the estimated
combined principal and interest required to pay the certificates of obligation in full; (5) the
estimated interest rate for the certificates of obligation or that the maximum interest rate for the
certificates of obligation may not exceed the maximum legal interest rate; and (6) the maximum
maturity date of the certificates of obligation; and
WHEREAS, the City Council hereby finds and determines that the actions authorized
hereby and the adoption of this Ordinance are in the best interest of the citizens of the City; and
WHEREAS, no petition protesting the issuance of the certificates of obligation described
in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or
filed with the City Secretary prior to the date tentatively set in such notice for the passage of this
ordinance; and
WHEREAS, the City Council hereby finds and determines that the issuance of the
certificates of obligation, under the terms herein specified, is in the best interests of the City and
its residents; and
WHEREAS, the Governing Body hereby finds and determines that, pursuant to the
authority provided by Chapter 1371 (defined herein), the delegation to the Authorized Officials
(defined herein)with the authority to execute an"approval certificate" (a form of which is attached
hereto as Schedule I)to approve the final terms of a series of bonds issued hereunder is in the best
interest of the City; and
WHEREAS, the City Council hereby finds and determines that certificates of obligation in
the principal amount of$_, described in such notice should be issued and sold at this time;
now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS THAT:
SECTION 1. Authorization - Designation - Principal Amount - Purpose. The
certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate
principal amount of AND NO/100 DOLLARS ($� to be designated and bear
the title of "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED
PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 202413" (the
Certificates), for the purpose or purposes of paying contractual obligations of the City to be
incurred for making permanent public improvements and for other public purposes to the extent
of availability of funds, to-wit: (i) constructing, acquiring, purchasing, renovating, enlarging, and
improving the City's solid waste facilities, including landfill site development, a gas collection
139320888.5 -2-
and control system, and related road improvements; (ii) constructing, acquiring, purchasing,
renovating, enlarging, and improving City park facilities, including City golf courses; (iii) the
purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for
authorized needs and purposes; and(iv)the payment of professional services related to the design,
construction, management and financing of the aforementioned projects, pursuant to the authority
conferred by and in conformity with the laws of the State of Texas, particularly the Certificate of
Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through
Section 271.064, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as
amended, Texas Government Code (Chapter 1371), and the City's Home Rule Charter.
As authorized by 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 the certificates of obligation as authorized herein and carrying out the
procedures specified in this Ordinance, including approval of the following terms and provisions
for the certificates of obligation:
A. the aggregate principal amount of the certificates of obligation, as well as the
principal amount of each stated maturity;
B. the rate of interest to be borne on the principal amount of each stated maturity and
the interest payment dates for such certificates of obligation;
C. the Certificate Date for the certificates of obligation;
D. whether the certificates of obligation are sold pursuant to a competitive,negotiated,
or private placement sale based upon the advice of the Issuer's financial advisor;
E. the optional, extraordinary optional, and mandatory redemption provisions
applicable, if at all, to the certificates of obligation;
F. whether or not to issue the certificates of obligation 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 the
certificates of obligation;
G. the pricing of each series of certificates of obligation, including use of premium,
discount, underwriters' compensation, and costs of issuance; and
H. approval, replacement, or confirmation, as applicable, of the underwriting
syndicate of the certificates of obligation, 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 Certificates shall be issued within the following parameters:
A. the principal amount of the certificates of obligation issued hereunder shall not
exceed $10,605,000;
139320888.5 -3-
B. the maximum maturity of the certificates of obligation shall not occur later than
March 1, 2044;
C. the true interest cost on the certificates of obligation shall not exceed the maximum
allowed by law; and
D. the certificates of obligation hereunder issued shall be sold on or before May 14,
2025 (though the initial delivery of the certificates of obligation 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
the certificates of obligation, to complete and execute an Approval Certificate, in substantially the
form attached hereto as Schedule I. The execution of the Approval Certificate shall evidence the
sale date of the certificates of obligation by the Issuer to the initial purchasers thereof in accordance
with the provisions of Chapter 1371 and as set forth in Schedule I. Upon execution of an Approval
Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the
issuance of the certificates of obligation pursuant to the delegated authority granted hereunder and
to reflect such final terms for the certificates of obligation, which includes (A) completion of the
preamble to this Ordinance, included deletion of those recitals that are not applicable to the
certificates of obligation, (B) selection of the appropriate terms to reflect the final transaction
structure and terms of sale evidenced in an Approval Certificate, and (C) 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 the
certificates of obligation 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
certificates of obligation hereunder. It is further provided, however, that notwithstanding the
foregoing provisions, the certificates of obligation shall not be delivered unless prior to delivery,
the certificates of obligation 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 - Certificate Date. The Certificates are issuable in fully registered form
only; shall be dated June [12], 2024 (the Certificate Date) and shall be issued in denominations of
$5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall
become due and payable on March 1 in each of the years and in principal amounts (the Stated
Maturities)in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts ($) Rates
139320888.5 -4-
Years of Principal Interest
Stated Maturity Amounts ($) Rates
The Certificates shall bear interest on the unpaid principal amounts from the Closing Date
(anticipated to occur on or about June 12, 2024), or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, to Stated Maturity or prior redemption while
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 Certificates shall be payable semiannually
on March 1 and September 1 (each, an Interest Payment Date), commencing March 1, 2025 while
the Certificates are Outstanding.
SECTION 3. Payment of Certificates - Paying Agent/Registrar. The principal of,
premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity,
redemption, or otherwise, shall be payable 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 Certificates shall be without exchange
or collection charges to the Holder(as hereinafter defined) of the Certificates.
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
Certificates is hereby approved and confirmed, and the City agrees and covenants to cause to be
kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records
(the Security Register)for the registration, payment and transfer of the Certificates, all as provided
herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement,
attached,in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations
as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and
provide a Paying Agent/Registrar at all times while the Certificates are Outstanding, and any
successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an
association or a corporation organized and doing business under the laws of the United States of
America or of any state, authorized under such laws to exercise trust powers. Such Paying
Agent/Registrar shall be subject to supervision or examination by federal or state authority and
authorized by law to serve as a Paying Agent/Registrar.
The City reserves the right to appoint a successor Paying Agent/Registrar upon providing
the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating
139320888.5 -5-
such agency. Additionally, the City agrees to promptly cause a written notice of this substitution
to be sent to each Holder of the Certificates by United States mail, first-class postage prepaid,
which notice shall also give the address of the new Paying Agent/Registrar.
Principal of, premium, if any, and interest on the Certificates, due and payable by reason
of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the
Certificates appearing on the Security Register (the Holder or Holders) maintained on behalf of
the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter
defined)for purposes of payment of interest thereon, (ii)on the date of surrender of the Certificates
for purposes of receiving payment of principal thereof upon redemption of the Certificates or at
the Certificates' Stated Maturity, and (iii) on any other date for any other purpose. The City and
the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a
Certificate for purposes of receiving payment and all other purposes whatsoever, and neither the
City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the
contrary.
Principal of and premium, if any, on the Certificates shall be payable only upon
presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust
office. Interest on the Certificates shall be paid to the Holder whose name appears in the Security
Register at the close of business on the fifteenth day of the month next preceding an Interest
Payment Date for the Certificates (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
Certificates shall be a Saturday, 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 Certificates was due.
In the event of a non-payment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a Special Record Date) will be
established by the Paying Agent/Registrar,if and when funds for the payment of such interest have
been received from the City. Notice of the Special Record Date and of the scheduled payment
date of the past due interest(the Special Payment Date - which shall be fifteen (15) days after the
Special Record Date) shall be sent at least five (5)business days prior to the Special Record Date
by United States mail, first-class postage prepaid, to the address of each Holder appearing on the
Security Register at the close of business on the last business day next preceding the date of mailing
of such notice.
SECTION 4. Redemption.
A. Mandatory Redemption of Term Certificates. The Certificates stated to mature on
March 1, 20 and March 1, 20 are referred to herein as the "Term Certificates". The Term
139320888.5 -6-
Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from
money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in
part, by lot or other customary method, at the principal amount thereof plus accrued interest to the
date of redemption in the following principal amounts on March 1 in each of the years as set forth
below:
Term Certificates Term Certificates
Stated to Mature Stated to Mature
on March 1, 20 on March 1, 20
Principal Principal
Year Amount($) Year Amount($)
*Payable at Stated Maturity.
The principal amount of a Term Certificate required to be redeemed pursuant to the
operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer,
by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days
prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and
delivered to the Paying Agent/Registrar for cancellation (2) shall have been purchased and
canceled by the Paying Agent/Registrar at the request of the Issuer with money in the Certificate
Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth
below and not theretofore credited against a mandatory redemption requirement.
B. Optional Redemption. The Certificates having Stated Maturities on and after
March 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on
March 1, 20 , or on any date thereafter, as a 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.
C. Exercise of Redemption Option. At least forty-five(45) days prior to a date set for
the redemption of Certificates (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar),the City shall notify the Paying Agent/Registrar of its decision to exercise
the right to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and
the date set for the redemption thereof. The decision of the City to exercise the right to redeem
Certificates shall be entered in the minutes of the City Council.
D. Selection of Certificates for Redemption. If less than all Outstanding Certificates
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 Certificates to be redeemed, provided that if less than the
entire principal amount of a Certificate is to be redeemed, the Paying Agent/Registrar shall treat
139320888.5 -7-
such Certificate then subj ect to redemption as representing the number of Certificates Outstanding
which is obtained by dividing the principal amount of such Certificate by $5,000.
E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for
the Certificates, a notice of redemption shall be sent by United States mail, first-class postage
prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each
Holder of a Certificate 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 Certificates,
(ii)identify the Certificates 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 Certificates, 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 Certificates, 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 Certificate is subject by its terms to redemption and has been called for redemption and
notice of redemption thereof has been duly given or waived as herein provided, such Certificate
(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 Certificates (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 Certificates (or the principal amount thereof to be redeemed) called for redemption
shall cease to accrue and such Certificates shall not be deemed to be Outstanding in accordance
with the provisions of this Ordinance.
F. Transfer/Exchange of Certificates. Neither the City nor the Paying Agent/Registrar
shall be required (1) to transfer or exchange any Certificate during a period beginning forty-five
(45) days prior to the date fixed for redemption of the Certificates or (2) to transfer or exchange
any Certificate 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 Certificate which is
subject to redemption in part.
SECTION 5. Execution -Registration. The Certificates shall be executed on behalf of
the City by its Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and
attested by its City Secretary or designee. The signature of either of said officers on the Certificates
may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals
who were, at the time of the Certificate Date, the proper officers of the City shall bind the City,
139320888.5 -8-
notwithstanding that such individuals or either of them shall cease to hold such offices prior to the
delivery of the Certificates to the Purchasers, all as authorized and provided in Chapter 1201, as
amended, Texas Government Code.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Certificate 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 Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly certified or
registered and delivered.
SECTION 6. Registration - Transfer - Exchange of Certificates - Predecessor
Certificates. A Security Register relating to the registration, payment, transfer, or exchange of the
Certificates shall at all times be kept and maintained by the City at the corporate trust office of the
Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the
Security Register the name and address of every owner of the Certificates, or if appropriate, the
nominee thereof. Any Certificate may, in accordance with its terms and the terms hereof, be
transferred or exchanged for Certificates of other authorized denominations upon the Security
Register by the Holder, in person or by his duly authorized agent, upon surrender of such
Certificate 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 Certificate at the corporate trust office of the Paying
Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver,
in the name of the designated transferee or transferees, one or more new Certificates executed on
behalf of, and furnished by, the City of authorized denominations and having the same Stated
Maturity and of a like interest rate and aggregate principal amount as the Certificate or Certificates
surrendered for transfer.
At the option of the Holder, Certificates may be exchanged for other Certificates of
authorized denominations and having the same Stated Maturity, bearing the same rate of interest
and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender
of the Certificates to be exchanged at the corporate trust office of the Paying Agent/Registrar.
Whenever any Certificates are so surrendered for exchange, the City shall execute, and the Paying
Agent/Registrar shall register and deliver new, the Certificates executed on behalf of, and
furnished by, the City to the Holder requesting the exchange.
All Certificates issued upon any transfer or exchange of Certificates 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 City, evidencing the same obligation to pay, and entitled to
the same benefits under this Ordinance, as the Certificates surrendered upon such transfer or
exchange.
139320888.5 -9-
All transfers or exchanges of Certificates 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.
Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case may be,
of the same debt evidenced by the new Certificate or Certificates registered and delivered in the
exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include any
Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed,
or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Certificate.
SECTION 7. Initial Certificate. The Certificates herein authorized shall be issued
initially either(i) as a single fully registered Certificate in the total principal amount of$_,
with principal installments to become due and payable as provided in Section 2 and numbered T-1,
or (ii) as one (1) fully registered Certificate 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 Certificate) and, in either case, the Initial Certificate shall be registered in the
name of the Purchasers or the designee thereof. The Initial Certificate shall be the Certificates
submitted to the Office of the Attorney General of the State of Texas for approval, certified and
registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered
to the Purchasers. Any time after the delivery of the Initial Certificate to the Purchasers,the Paying
Agent/Registrar,pursuant to written instructions from the Purchasers or their designee, shall cancel
the Initial Certificate delivered hereunder and exchange therefor definitive Certificates of
authorized denominations, Stated Maturities, principal amounts and bearing applicable interest
rates on the unpaid principal amounts from the Certificate Date, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, to Stated Maturity, and shall
be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the
Holders named at the addresses identified therefor; all pursuant to and in accordance with such
written instructions from the Purchasers, or the designee thereof, and such other information and
documentation as the Paying Agent/Registrar may reasonably require.
SECTION 8. Forms.
A. Forms Generally. The Certificates, 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 Certificates shall be substantially in the
forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other
variations as are permitted or required by this Ordinance and may have such letters, numbers, or
other marks of identification (including insurance legends in the event the Certificates, or any
Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the American Bankers Association) and such
legends and endorsements (including any reproduction of an opinion of Bond Counsel)thereon as
may, consistent herewith, be established by the City or determined by the officers executing the
Certificates as evidenced by their execution thereof. Any portion of the text of any Certificate may
139320888.5 -10-
be set forth on the reverse thereof, with an appropriate reference thereto on the face of the
Certificate.
The definitive Certificates shall be printed, lithographed, or engraved, produced by any
combination of these methods, or produced in any other similar manner, all as determined by the
officers executing the Certificates as evidenced by their execution thereof, but the Initial
Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or
otherwise reproduced.
139320888.5 -1 1-
B. Form of Definitive Certificate.
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
COMBINATION TAX AND LIMITED PLEDGE REVENUE
CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2024B
Certificate Date: Interest Rate: Stated Maturity: CUSIP No.
June [12], 2024
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation
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
specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the
Principal Amount specified above (or so much thereof as shall not have been paid upon prior
redemption) and to pay interest on the unpaid principal amount hereof from the Closing Date
(anticipated to occur on or about June 12, 2024), or from the most recent Interest Payment Date
(defined below) to which interest has been paid or duly provided for until such principal sum has
become due and payment thereof has been made or duly provided for, to the earlier of redemption
or Stated Maturity, at the per annum rate 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, commencing March 1, 2025 (each, an Interest Payment Date).
Principal and premium, if any, of this Certificate 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 a successor thereof.
Interest shall be payable to the Holder of this Certificate (or one or more Predecessor Certificates,
as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register
maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is
the fifteenth day of the month next preceding each Interest Payment Date. All payments of
principal of and interest on this Certificate 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.
139320888.5 -12-
This Certificate is one of the series specified in its title issued in the aggregate principal
amount of$_ (the Certificates)pursuant to an Ordinance adopted by the governing body
of the City (the Ordinance), for the purpose or purposes of paying contractual obligations of the
City to be incurred for making permanent public improvements and for other public purposes to
the extent of availability of funds, to-wit: (i) constructing, acquiring, purchasing, renovating,
enlarging, and improving the City's solid waste facilities, including landfill site development, a
gas collection and control system, and related road improvements; (ii) constructing, acquiring,
purchasing, renovating, enlarging, and improving City park facilities, including City golf courses;
(iii) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-
way for authorized needs and purposes; and (iv) the payment of professional services related to
the design, construction, management and financing of the aforementioned projects, pursuant to
the authority conferred by and in strict conformity with the laws of the State of Texas, particularly
the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section
271.041 through 271.065, Section 363.135, as amended, Texas Health and Safety Code, Chapter
1371, as amended, Texas Government Code, and the City's Home Rule Charter.
As specified in the Ordinance, the Certificates stated to mature on March 1, 20 and
March 1, 20 are referred to herein as the"Term Certificates". The Term Certificates are subject
to mandatory sinking fund redemption prior to their stated maturities from money required to be
deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other
customary method, at the principal amount thereof plus accrued interest to the date of redemption
in the following principal amounts on March 1 in each of the years as set forth below:
Term Certificates Term Certificates
Stated to Mature Stated to Mature
on March 1, 20 on March 1, 20
Principal Principal
Year Amount($) Year Amount($)
*Payable at Stated Maturity.
The principal amount of a Term Certificate required to be redeemed pursuant to the
operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer,
by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days
prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and
delivered to the Paying Agent/Registrar for cancellation (2) shall have been purchased and
canceled by the Paying Agent/Registrar at the request of the Issuer with money in the Certificate
Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth
below and not theretofore credited against a mandatory redemption requirement.
139320888.5 -13-
The Certificates stated to mature on and after March 1, 20 may be redeemed prior to
their Stated Maturities, at the option of the City, on March 1, 20 , 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 Certificates 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 Certificate 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 Certificate to the Paying Agent/Registrar at its corporate
trust office, a new Certificate or Certificates 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 Certificate (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 Certificate (or the portion of the principal sum hereof to be redeemed) shall become due
and payable, and, if the money for the payment of the redemption price and the interest accrued
on the principal amount to be redeemed to the date of redemption is held for the purpose of such
payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from
and after the redemption date on the principal amount hereof to be redeemed. If this Certificate is
called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be
required to issue, transfer, or exchange this Certificate 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 Certificates of this series are payable from the proceeds of an ad valorem tax levied
upon all taxable property within the City, within the limitations prescribed by law, and are further
payable from and secured by a lien on and pledge of the Pledged Revenues(identified and defined
in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the
City's solid waste management system (the System), such lien on and pledge of the limited amount
of Net Revenues being on parity with the lien thereon and pledge thereof securing the repayment
of the currently outstanding Limited Pledge Obligations, but subordinate and inferior to the lien
on and pledge of such Net Revenues securing payment of any outstanding Senior Lien Obligations,
Subordinate Lien Obligations, or Inferior Lien Obligations. In the Ordinance, the City reserves
and retains the right to issue Senior Lien Obligations, Subordinate Lien Obligations, Inferior Lien
Obligations, and Additional Limited Pledge Obligations (all as identified and defined in the
Ordinance), while the Certificates are Outstanding, without limitation as to principal amount but
subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise.
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 and the revenues pledged for the payment of the Certificates; the terms and
conditions under which the City may issue Senior Lien Obligations, Subordinate Lien Obligations,
139320888.5 -14-
Inferior Lien Obligations, and Additional Limited Pledge Obligations; the terms and conditions
relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance
may be amended or supplemented with or without the consent of the Holder; the rights, duties, and
obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this
Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed
to be no longer Outstanding thereunder; and for the other terms and provisions specified in the
Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance.
This Certificate, subject to certain limitations contained in the Ordinance, may be
transferred on the Security Register upon presentation and surrender 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 Certificates of the same
Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same
aggregate principal amount will be issued to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder
hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof
for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Certificate
as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or
its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other
purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be
affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment
date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special
Record Date)will be established by the Paying Agent/Registrar,if and when funds for the payment
of such interest have been received from the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest(the Special Payment Date -which shall be fifteen
(15) days after the Special Record Date) shall be sent at least five (5) business days prior to the
Special Record Date by United States mail, first-class postage prepaid, to the address of each
Holder appearing on the Security Register at the close of business on the last business day next
preceding the date of mailing of such notice.
It is hereby certified, covenanted, and represented that all acts, conditions, and things
required to be performed, exist, and be done precedent to the issuance of this Certificate in order
to render the same a legal, valid, and binding obligation of the City have been performed, exist,
and have been done, in regular and due time, form, and manner, as required by the laws of the
State of Texas and the Ordinance, and that issuance of the Certificates 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 Certificates by the levy of a tax and collection of
Pledged Revenues as aforestated. In case any provision in this Certificate 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 Certificate and the Ordinance shall be construed in accordance
with and shall be governed by the laws of the State of Texas.
139320888.5 -15-
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139320888.5 -16-
IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under
its official seal.
CITY OF CORPUS CHRISTI, TEXAS
By
Mayor
ATTEST:
City Secretary
(CITY SEAL)
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139320888.5 -17-
C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Certificate 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 Certificate has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
*NOTE TO PRINTER: Not to appear on printed Certificates.
D. Form of Registration Certificate of Paying Agent/Registrar to Appear on Definitive
Certificates Only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued under the provisions of the within-mentioned
Ordinance; the Certificate or Certificates of the above-entitled and designated series originally
delivered having been approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar.
Registered this date: THE BANK OF NEW YORK MELLON
TRUST COMPANY,N.A., DALLAS,
TEXAS, as Paying Agent/Registrar
By:
Authorized Signature
*NOTE TO PRINTER: Print on Definitive Certificates.
139320888.5 -18-
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 Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate 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 Certificate in every particular.
Signature guaranteed:
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139320888.5 -19-
F. The Initial Certificate shall be in the form set forth in paragraph B of this Section,
except that the form of a single fully registered Initial Certificate shall be modified as follows:
(i) immediately under the name of the Certificate(s) the headings "Interest Rate"
and "Stated Maturity" shall both be completed"as shown below";
(ii)first two paragraphs shall read as follows:
REGISTERED PRINCIPAL
REGISTERED AMOUNT
NO. T-1 $
United States of America
State of Texas
Counties of Nueces, Aransas, Kleberg, and San Patricio
CITY OF CORPUS CE RISTI, TEXAS
COMBINATION TAX AND LIMITED PLEDGE REVENUE
CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2024B
Certificate Date: Interest Rate: Stated Maturity: CUSIP No.
June [12], 2024 As Shown Below As Shown Below
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation
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, the Principal Amount specified above stated to
mature on the first day of March in each of the years and in principal amounts and bearing interest
at per annum rates in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts ($) Rates
(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 Amounts hereof from the Closing Date (anticipated to be on or about June 12,
2024), or from the most recent Interest Payment Date (defined below) to which interest has been
paid or duly provided for, until the principal amounts have become due and payment thereof has
been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum
rates of interest specified above, computed on the basis of a 360-day year of twelve 30-day months;
such interest being payable on March 1 and September 1 of each year, commencing March 1, 2025
(each, an Interest Payment Date).
139320888.5 -20-
Principal of this Certificate shall be payable to the Registered Owner hereof(the Holder),
upon its 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 Certificate whose name
appears on the Security Register maintained by the Paying Agent/Registrar at the close of business
on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment
Date. All payments of principal of and interest on this Certificate 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, and at the risk and expense of, the Holder hereof.
G. Form of Insurance Legend. If bond insurance is obtained by the City or the
Purchasers for the Certificates, the Definitive Certificates and the Initial Certificate shall bear an
appropriate legend as provided by the insurer to appear under the following header:
[CERTIFICATE INSURANCE]
SECTION 9. Definitions. For all purposes of this Ordinance(as defined below), except
as otherwise expressly provided or unless the context otherwise requires: the terms defined in this
Section have the meanings assigned to them in this Section, and certain terms used in Sections 27
and 44 of this Ordinance have the meanings assigned to them in Sections 27 and 44 of this
Ordinance, 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 Additional Limited Pledge Obligations shall mean (i) any bonds, notes,
warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City
payable in part from a pledge of and lien on Pledged Revenues of the System which pledge of
revenues is limited as further provided in Section 20 of this Ordinance, and (ii) any obligations
hereafter issued to refund the foregoing as determined by the City Council in accordance with any
applicable law.
B. The term Authorized Representatives shall mean the City Manager of the City, an
Assistant City Manager, the Chief Financial Officer, the City's Director of Finance and
Procurement, and the City Attorney (any of the foregoing whether serving in a permanent or
interim capacity).
C. The term Certificates shall mean the $_, "CITY OF CORPUS CHRISTI,
TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION, TAXABLE SERIES 202413" authorized by this Ordinance.
D. The term Certificate Fund shall mean the special Fund created and established by
the provisions of Section 10 of this Ordinance.
139320888.5 -21-
E. The term City shall mean the City of Corpus Christi, located in Nueces, Aransas,
Kleberg, and San Patricio Counties, Texas and, where appropriate, the City Council of the City.
F. The term Closing Date shall mean the date of physical delivery of the Initial
Certificate in exchange for the payment of the agreed purchase price for the Certificates.
G. The term Collection Date shall mean, when reference is being made to the levy and
collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the
City become delinquent.
H. The term Debt Service Requirements shall mean, as of any particular date of
computation, with respect to any obligations and with respect to any period, the aggregate of the
amounts to be paid or set aside by the City as of such date or in such period for the payment of the
principal of, premium, if any, and interest (to the extent not capitalized) on such obligations;
assuming, in the case of obligations without a fixed numerical rate, that such obligations bear
interest at the maximum rate permitted by the terms thereof and further assuming in the case of
obligations required to be redeemed or prepaid as to principal prior to Stated Maturity,the principal
amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory
redemption provisions applicable thereto.
I. The term Depository shall mean an official depository bank of the City.
J. The term Fiscal Year shall mean the annual financial accounting period for the
System now ending on September 30th of each year; provided, however, the City Council may
change such annual financial accounting period to end on another date if such change is found and
determined to be necessary for accounting purposes or is required by applicable law.
K. The term Government Securities, as used herein, shall mean (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by, the
United States of America; (ii)noncallable obligations of an agency or instrumentality of the United
States, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than "AAA" or its equivalent; (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the issuer
adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to
investment quality by a nationally recognized investment rating firm not less than "AAA" or its
equivalent; or(iv) any additional securities and obligations hereafter authorized by the laws of the
State of Texas as eligible for use to accomplish the discharge of obligations such as the Certificates.
L. The term Gross Revenues for any period shall mean all income and revenues
received by the City by virtue of its ownership and operation of the System, including, but not
limited to, its rentals, fees, and other revenues resulting from the ownership of the System,
including rentals received from leasing all or part of the System. However, it is expressly
recognized that any such lease must comply with the requirements of the Code and existing
regulations, published rulings, and court decisions.
139320888.5 -22-
M. The term Holder or Holders shall mean the registered owner, whose name appears
in the Security Register, for any Certificate.
N. The term Inferior Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation, or any similar obligations currently outstanding or hereafter issued by
the City that are payable, in whole or in part, from and equally and ratably secured by a lien on
and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the
lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any
Senior Lien Obligations or Subordinate Lien Obligations currently outstanding or hereafter issued
by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the
payment of the currently outstanding Limited Pledge Obligations (including the Certificates and
the Tax-Exempt Certificates), or any Additional Limited Pledge Obligations hereafter issued by
the City, all as further provided in Section 20 of this Ordinance, and(ii)obligations hereafter issued
to refund any of the foregoing that are payable from and equally and ratably secured by a
subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council
in accordance with any applicable law.
O. The term Interest Payment Date shall mean the date semiannual interest is payable
on the Certificates, being March 1 and September 1 of each year, commencing March 1, 2025,
while any of the Certificates remain Outstanding.
P. The term Limited Pledge Obligations shall mean (i) the outstanding and unpaid
obligations of the City that are payable, in part, from and secured by a pledge of and lien on the
Pledged Revenues of the System and designated as follows:
(1) (2) "City of Corpus Christi, Texas Combination Tax and Limited
Pledge Revenue Certificates of Obligation, Taxable Series 2015", dated October 1, 2015,
in the original amount of$10,020,000; and
(3) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2016", dated December 1, 2015, in the original
amount of$2,000,000; and
(4) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2016A", dated July 1, 2016, in the original
amount of$16,430,000; and
(5) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2017", dated May 1, 2017, in the
original amount of$2,500,000; and
(6) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2018A", dated June 1, 2018, in the original
amount of$14,315,000; and
(7) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2018B", dated June 1, 2018, in the
original amount of$7,490,000; and
139320888.5 -23-
(8) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2021A", dated September 1, 2021, in
the original amount of$8,485,000; and
(9) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2021B", dated September 1, 2021, in
the original amount of$8,940,000; and
(10) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2022A", dated July 15, 2022, in the original
amount of$10,205,000; and
(11) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2022B", dated July 15, 2022, in the
original amount of$9,160,000; and
(12) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2023A", dated July 11, 2023, in the original
amount of$5,880,000; and
(13) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2023B", dated July 11, 2023, in the
original amount of$8,560,000; and
Upon issuance, the Certificates and the Tax-Exempt Certificates;
and (ii) obligations hereafter issued to refund any of the foregoing as determined by the City
Council in accordance with any applicable law.
Q. The term Maintenance and Operating Expenses shall mean the expenses of
operation and maintenance, including all salaries, labor, materials, repairs and extensions
necessary to maintain and operate the System; provided, however, that only such repairs and
extensions as in the judgment of the City Council, reasonably and fairly exercised, are necessary
to keep the System in operation and render adequate service to the City and the inhabitants thereof,
or such as might be necessary to meet some physical action or condition which would otherwise
impair the security of any bonds or other obligations payable from and secured,in whole or in part,
by a lien on the Net Revenues derived from the ownership and operation of the System shall be
deducted in determining Net Revenues.
R. The term Net Revenues for any period shall mean the Gross Revenues of the System
less the Maintenance and Operating Expenses of the System.
S. The term Ordinance shall mean this ordinance as finally passed and adopted by the
City Council of the City.
T. The term Outstanding when used in this Ordinance with respect to Certificates shall
mean, as of the date of determination, all Certificates issued and delivered under this Ordinance,
except:
139320888.5 -24-
(1) those Certificates canceled by the Paying Agent/Registrar or delivered to
the Paying Agent/Registrar for cancellation;
(2) those Certificates for which payment has been duly provided by the City in
accordance with the provisions of Section 29 of this Ordinance; and
(3) those Certificates that have been mutilated, destroyed, lost, or stolen and
replacement Certificates have been registered and delivered in lieu thereof as provided in
Section 25 of this Ordinance.
U. The term Pledged Revenues shall mean, while the Certificates remain Outstanding,
an amount of Net Revenues not in excess of$1,000. The Pledged Revenues shall be deposited,
allocated, and expended in accordance with Section 10 of this Ordinance.
V. The term Pledged Revenue Amount shall mean the total amount, not to exceed
$1,000 while the Certificates are Outstanding, of Net Revenues that may be transferred in whole
or in part by the City in any given Fiscal Year(however, any amounts transferred prior to the final
maturity date of the Certificates may not exceed the total amount of $1,000) to the Certificate
Fund.
W. The term Pricing Officer shall mean either of the City Manager,the Chief Financial
Officer, or the Director of Finance and Procurement of the City (which shall include any person
serving in the foregoing capacity on an interim or non-permanent basis).
X. The term Purchasers shall mean the initial purchaser or purchasers of the
Certificates named in Section 26 of this Ordinance.
Y. The term Senior Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation or any similar obligations currently outstanding or hereafter issued by the
City that are payable wholly or in part from and equally and ratably secured by a prior and first
lien on and pledge of the Net Revenues of the System, all as further provided in Section 20 of this
Ordinance, and (ii) any obligations hereafter issued to refund the foregoing if issued in a manner
so as to be payable from and equally and ratably secured by a prior and first lien on and pledge of
the Net Revenues of the System as determined by the City Council in accordance with any
applicable law.
Z. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation, or any similar obligations currently outstanding or hereafter issued by
the City that are payable, in whole or in part, from and equally and ratably secured by a lien on
and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the
lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any
Senior Lien Obligations currently outstanding or hereafter issued by the City, but prior and
superior to the lien on and pledge of the Net Revenues securing the payment of any Inferior Lien
Obligations hereafter issued by the City and the currently outstanding Limited Pledge Obligations
(including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the
City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued
to refund any of the foregoing that are payable from and equally and ratably secured by a
139320888.5 -25-
subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council
in accordance with any applicable law.
AA. The term Stated Maturity shall mean the annual principal payments of the
Certificates payable on March 1 of each year the Certificates are Outstanding as set forth in Section
2 of this Ordinance.
BB. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation, or any similar obligations hereafter issued by the City that are payable,
in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net
Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of
the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations
or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and
pledge of the Net Revenues securing the payment of the currently outstanding Limited Pledge
Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter
issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations
hereafter issued to refund any of the foregoing that are payable from and equally and ratably
secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the
City Council in accordance with any applicable law.
CC. The term System shall mean a plant, composting process plant,incinerator, sanitary
landfill, transfer station, or other works and equipment that is acquired, installed, or operated to
collect, handle, store, process, recover material or energy from, or dispose of solid waste, and
includes sites for those works and equipment.
DD. The term Tax Exempt Certificates shall mean the "City of Corpus Christi, Texas
Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2024A",
authorized and issued pursuant to an ordinance adopted concurrently herewith.
SECTION 10. Certificate Fund - Investments. For the purpose of paying the interest on
and to provide a sinking fund for the payment,redemption, and retirement of the Certificates,there
shall be and is hereby created a special fund to be designated "COMBINATION TAX AND
LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES
2024B INTEREST AND SINKING FUND" (the Certificate Fund), which fund shall be kept and
maintained at the Depository, and money deposited in such fund shall be used for no other purpose.
Authorized Representatives of the City are hereby authorized and directed to make withdrawals
from the Certificate Fund sufficient to pay the purchase price or the amount of principal of,
premium, if any, and interest on the Certificates as the same become due and payable, or the
purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money
on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or
interest stated to mature on the Certificates, such transfer of funds to the Paying Agent/Registrar
to be made in such manner as will cause immediately available funds to be deposited with the
Paying Agent/Registrar on or before the business day next preceding each interest and principal
payment date for the Certificates.
The City, at its sole discretion, may deposit the Pledged Revenue Amount to the Certificate
Fund. The Pledged Revenue Amount, if deposited, shall be expended annually to pay principal of
139320888.5 -26-
and interest on the Certificates as the same become due and payable. This Pledged Revenue
Amount shall be accounted for and transferred to the Paying Agent/Registrar in accordance with
the provisions of the previous paragraph of this Section.
Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund
created and established by this Ordinance may, at the option of the City,be placed in time deposits,
certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as
permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas
Government Code, secured (to the extent not insured by the Federal Deposit Insurance
Corporation)by obligations of the type hereinafter described, or be invested, as authorized by any
law, including investments held in book-entry form, in securities, including, but not limited to,
direct obligations of the United States of America, obligations guaranteed or insured by the United
States of America, which, in the opinion of the Attorney General of the United States, are backed
by its full faith and credit or represent its general obligations, or invested in indirect obligations of
the United States of America, including, but not limited to, evidences of indebtedness issued,
insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal
Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government
National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage
Association, Small Business Administration, or Federal Housing Association; provided that all
such deposits and investments shall be made in such a manner that the money required to be
expended from such fund will be available at the proper time or times. All interest and income
derived from deposits and investments in any fund established pursuant to the provisions of this
Ordinance shall be credited to, and any losses debited to, such fund. All such investments shall be
sold promptly when necessary to prevent any default in connection with the Certificates.
SECTION 11. Tax Lew. To provide for the payment of the Debt Service Requirements
on the Certificates being (i) the interest on the Certificates and (ii) a sinking fund for their
redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater),
there shall be and there is hereby levied for the current year and each succeeding year thereafter
while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax, within the
limitations prescribed by law, on each one hundred dollars valuation of taxable property in the
City, adequate to pay such Debt Service Requirements, full allowance being made for
delinquencies and costs of collection; said tax shall be assessed and collected each year and applied
to the payment of the Debt Service Requirements, and the same shall not be diverted to any other
purpose. The taxes so levied and collected shall be paid into the Certificate Fund and are thereafter
pledged to the payment of the Certificates. The City Council hereby declares its purpose and intent
to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it
having been determined that the existing and available taxing authority of the City for such purpose
is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness
and obligations of the City.
The amount of taxes to be provided annually for the payment of the principal of and interest
on the Certificates shall be determined and accomplished in the following manner:
A. Prior to the date the City Council establishes the annual tax rate and passes an
ordinance levying ad valorem taxes each year, the City Council shall determine:
139320888.5 -27-
(1) the amount of Debt Service Requirements to become due and payable on
the Certificates between the Collection Date for the taxes then to be levied and the
Collection Date for the taxes to be levied during the next succeeding calendar year;
(2) the amount on deposit in the Certificate Fund after (a) deducting therefrom
the total amount of Debt Service Requirements to become due on Certificates prior to the
Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of
the Pledged Revenues, if any, or any other lawfully available funds to be appropriated and
allocated during such year to pay such Debt Service Requirements, if any, prior to the
Collection Date for the ad valorem taxes to be levied; and
(3) the amount of Pledged Revenues, if any, or any other lawfully available
funds appropriated and set aside for the payment of the Debt Service Requirements on the
Certificates between the Collection Date for the taxes then to be levied and the Collection
Date for the taxes to be levied during the next succeeding Fiscal Year.
B. The amount of taxes to be levied annually each year to pay the Debt Service
Requirements on the Certificates shall be the amount established in paragraph (1) above less the
sum total of the amounts established in paragraphs (2) and (3), after taking into consideration
delinquencies and costs of collecting such annual taxes.
SECTION 12. Pledge of Pledged Revenues. The City hereby covenants and agrees that,
subject to (i) any prior lien on and pledge of the Net Revenues of the System to the payment and
security of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien
Obligations currently outstanding or hereafter issued by the City and (ii) the lien on and pledge of
the Pledged Revenues (or such other limited amount of excess Net Revenues of the System)to the
payment and security of the currently outstanding Limited Pledge Obligations, the Pledged
Revenues are hereby irrevocably pledged to the payment of the principal of and interest on the
Certificates and the pledge of Pledged Revenues herein made for the payment of the Certificates
shall constitute a lien on the Pledged Revenues in accordance with the terms and provisions hereof
and be valid and binding without any physical delivery thereof or further act by the City.
SECTION 13. Revenue Fund. The City hereby covenants and agrees that all Gross
Revenues derived from the operation of the System shall be kept separate and apart from all other
funds, accounts and money of the City and shall be deposited as collected into the "CITY OF
CORPUS CHRISTI, TEXAS SOLID WASTE MANAGEMENT SYSTEM REVENUE FUND"
(the Revenue Fund. All money deposited in the Revenue Fund shall be pledged and appropriated
to the extent required for the following purposes and in the order of priority shown:
• First: to the payment of the reasonable and proper Maintenance and Operating
Expenses of the System required by statute or ordinances authorizing the issuance
of any indebtedness of the City to be a first charge on and claim against the Gross
Revenues of the System;
• Second: To the payment of the amounts that must be deposited in the special funds
and accounts created and established for the payment, security, and benefit of any
Senior Lien Obligations currently outstanding or hereafter issued by the City in
139320888.5 -28-
accordance with the terms and provisions of any ordinances authorizing their
issuance;
• Third: To the payment of the amounts that must be deposited in the special funds
and accounts created and established for the payment, security, and benefit of any
Subordinate Lien Obligations currently outstanding or hereafter issued by the City
in accordance with the terms and provisions of any ordinances authorizing their
issuance;
• Fourth: To the payment of the amounts that must be deposited in the special funds
and accounts created and established for the payment, security, and benefit of any
Inferior Lien Obligations currently outstanding or hereafter issued by the City in
accordance with the terms and provisions of any ordinances authorizing their
issuance; and
• Fifth: To the payment of the amounts that may be deposited in the special funds
and accounts established for the payment of the currently outstanding Limited
Pledge Obligations,including the Certificates and the Tax-Exempt Certificates, and
any Additional Limited Pledge Obligations hereafter issued by the City in
accordance with the terms and provisions of any ordinances authorizing their
issuance.
Any Net Revenues remaining in the System Fund after satisfying the foregoing payments,
or making adequate and sufficient provision for the payment, security and benefit thereof, may be
appropriated and used for any other City purpose now or hereafter permitted by law.
SECTION 14. Deposits to Certificate Fund — Surplus Certificate Proceeds. The City
hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to a principal
and Interest Payment Date for the Certificates, from the Pledged Revenues in the System Fund,
after the deduction of all payments required to be made to the special funds or accounts created
for the payment, security, and benefit of the (i) any Senior Lien Obligations, Subordinate Lien
Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City and
(ii) the currently outstanding Limited Pledge Obligations and any Additional Limited Pledge
Obligations hereafter issued by the City, any amounts budgeted to be paid therefrom in such Fiscal
Year.
Accrued interest, if any, received from the Purchasers of the Certificates shall be deposited
to the Certificate Fund and ad valorem taxes levied and collected for the benefit of the Certificates
shall be deposited to the Certificate Fund. In addition, any surplus proceeds, including investment
income therefrom, from the sale of the Certificates not expended for authorized purposes shall be
deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise
required to be deposited in said fund from ad valorem taxes.
SECTION 15. Security of 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
139320888.5 -29-
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 16. Maintenance of System - Insurance. The City covenants and agrees that
while the Certificates remain Outstanding it will maintain and operate the System with all possible
efficiency and maintain casualty and other insurance (including a system of self-insurance) on the
properties of the System and its operations of a kind and in such amounts customarily carried by
municipal corporations in the State of Texas engaged in a similar type of business and that it will
faithfully and punctually perform all duties with reference to the System required by the laws of
the State of Texas. All money received from losses under such insurance policies, other than
public liability policies, are held for the benefit of the holders of the Certificates until and unless
the proceeds are paid out in making good the loss or damage in respect of which such proceeds are
received, either by replacing the property destroyed or repairing the property damaged, and
adequate provision for making good such loss or damage must be made within ninety (90) days
after the date of loss. The payment of premiums for all insurance policies required under the
provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this
Ordinance shall be construed as requiring the City to expend any funds which are derived from
sources other than the operation of the System but nothing herein shall be construed as preventing
the City from doing so.
SECTION 17. Rates and Charges. The City hereby covenants and agrees with the
Holders of the Certificates that rates and charges for solid waste collection services afforded by
the System will be established and maintained to provide Gross Revenues sufficient at all times:
A. to pay,together with any other lawfully available funds, all operating,maintenance,
depreciation, replacement, betterment, and other costs incurred in the maintenance and operation
of the System, including, but not limited to, Maintenance and Operating Expenses;
B. to produce Net Revenues sufficient, together with any other lawfully available
funds, to pay (i)the interest on and principal of any Senior Lien Obligations currently outstanding
or hereafter issued by the City as the same becomes due and payable and the amounts required to
be deposited in any special fund created and established for the payment, security, and benefit
thereof, (ii)the interest on and principal of any Subordinate Lien Obligations currently outstanding
hereafter issued by the City as the same becomes due and payable and the amounts required to be
deposited in any special fund created and established for the payment, security, and benefit thereof,
(iii)the interest on and principal of any Inferior Lien Obligations currently outstanding or hereafter
issued by the City as the same becomes due and payable and the amounts required to be deposited
in any special fund created and established for the payment, security, and benefit thereof, and (iv)
the amounts that may be deposited in the special funds established for the payment of the Limited
Pledge Obligations or any Additional Limited Pledge Obligations hereafter issued by the City; and
C. to pay other legally incurred indebtedness payable from the Net Revenues of the
System and/or secured by a lien on the System or the Net Revenues thereof.
SECTION 18. Records and Accounts - Annual Audit. The City further covenants and
agrees that so long as any of the Certificates remain Outstanding it will keep and maintain separate
and complete records and accounts pertaining to the operations of the System in which complete
139320888.5 -3 0-
and correct entries shall be made of all transactions relating thereto, as provided by Chapter 363,
as amended, Texas Health and Safety Code, or other applicable law. The Holders of the
Certificates or any duly authorized agent or agents of the Holders shall have the right to inspect
the System and all properties comprising the same. The City further agrees that, following the
close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an
independent firm of certified public accountants. Expenses incurred in making the annual audit of
the operations of the System are to be regarded as Maintenance and Operating Expenses.
SECTION 19. Remedies in Event of Default. In addition to all the rights and remedies
provided by the laws of the State of Texas, the City covenants and agrees particularly that in the
event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in
the observance or performance of any other of the covenants, conditions, or obligations set forth
in this Ordinance,the Holders of any of the Certificates shall be entitled to seek a writ of mandamus
issued by a court of proper jurisdiction compelling and requiring the governing body of the City
and other officers of the City to observe and perform any covenant, condition, or obligation
prescribed in this Ordinance.
No delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver of any such default or acquiescence
therein, and every such right and power may be exercised from time to time and as often as may
be deemed expedient. The specific remedies herein provided shall be cumulative of all other
existing remedies and the specification of such remedies shall not be deemed to be exclusive.
SECTION 20. Issuance of Senior Lien Obligations - Subordinate Lien Obligations —
Inferior Lien Obligations — Additional Limited Pledge Obligations. The City hereby expressly
reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar
obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien
on the Net Revenues of the System with the following priorities, without limitation as to principal
amount, but subject to any terms, conditions, or restrictions applicable thereto under existing
ordinances, laws, or otherwise:
A. Senior Lien Obligations payable from and equally and ratably secured by a first and
prior lien on and pledge of the Net Revenues of the System;
B. Subordinate Lien Obligations payable from and equally and ratably secured by a
lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge
thereof securing the payment of any Senior Lien Obligations hereafter issued by the City, but prior
and superior to the lien on and pledge of the Net Revenues securing the payment of the Certificates
and any Inferior Lien Obligations or Additional Limited Pledge Obligations hereafter issued by
the City; and
C. Inferior Lien Obligations payable from and equally and ratably secured by a lien
on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof
securing the payment of any Senior Lien Obligations or Subordinate Lien Obligations hereafter
issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing,
in part, the payment of the currently outstanding Limited Pledge Obligations, the Certificates, the
139320888.5 -3 1-
Taxable Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City;
and
D. Additional Limited Pledge Obligations secured by a lien on and pledge of a limited
amount of the Net Revenues in accordance with the provisions of the following paragraph.
Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations, if
issued, may be payable, in whole or in part, from Net Revenues (without impairment of the
obligation of contract with the holders of the currently outstanding Limited Pledge Obligations
and the Certificates) upon such terms and conditions as the City Council may determine.
Additional Limited Pledge Obligations, if issued and payable, in whole or in part, from Pledged
Revenues (defined in the same or similar terms as provided in Section 9 of this Ordinance or in
the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations),
shall not in any event be construed to be payable from the Pledged Revenues authorized by this
Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited
Pledge Obligations to be budgeted and appropriated for the payment of the Certificates or in the
ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations.
However, the lien on and pledge of the limited amount of Net Revenues securing, in part, the
payment of the Certificates, the Limited Pledge Obligations and any Additional Limited Pledge
Obligations shall be subordinate and inferior to the pledge of and lien on the Net Revenues securing
the payment of any Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien
Obligations hereafter issued by the City.
SECTION 21. Special Covenants. The City hereby further covenants that:
A. it has the lawful power to pledge the Pledged Revenues supporting the Certificates
and has lawfully exercised said powers under the laws of the State of Texas, including power
existing under Chapter 363, as amended, Texas Health and Safety Code, and the Certificate of
Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through
Section 271.064, and the City's Home Rule Charter; and
B. other than for the payment of the currently outstanding Senior Lien Obligations,
Subordinate Lien Obligations, and the Limited Pledge Obligations, the Net Revenues of the
System have not in any manner been pledged to the payment of any debt or obligation of the City
or of the System.
SECTION 22. Application of the Covenants and Agreements of the Senior Lien
Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations. It is the intention of the
City Council and accordingly hereby recognized and stipulated that the provisions, agreements,
and covenants contained herein bearing upon the management and operations of the System, and
the administration and application of Gross Revenues derived from the operation thereof, shall to
the extent possible be harmonized with like provisions, agreements, and covenants contained in
the ordinances authorizing the issuance of any Senior Lien Obligations, Subordinate Lien
Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City, and
to the extent of any irreconcilable conflict between the provisions contained herein and in the
ordinances authorizing the issuance of any Senior Lien Obligations, Subordinate Lien Obligations,
or Inferior Lien Obligations hereafter issued, the provisions, agreements and covenants contained
139320888.5 -32-
therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially
the priority of rights and benefits conferred thereby to the holders of any Senior Lien Obligations,
Subordinate Lien Obligations, or Inferior Lien Obligations hereafter issued. It is expressly
recognized that prior to the issuance of any Senior Lien Obligations, Subordinate Lien Obligations,
or Inferior Lien Obligations,the City must comply with each of the conditions precedent contained
in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations
and the Certificates, as appropriate.
SECTION 23. Notices to Holders-Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States mail, first-class postage prepaid, to the address
of each Holder appearing in the Security Register at the close of business on the business day next
preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Holders. Where this Ordinance provides for notice in any
manner, such notice may be waived in writing by the Holder entitled to receive such notice, either
before or after the event with respect to which such notice is given, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
SECTION 24. Cancellation. All Certificates surrendered for payment, redemption,
transfer, exchange, or replacement,if surrendered to the Paying Agent/Registrar, shall be promptly
canceled by it and,if surrendered to the City, shall be delivered to the Paying Agent/Registrar and,
if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may
at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously
certified or registered and delivered which the City may have acquired in any manner whatsoever,
and all Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All
canceled Certificates held by the Paying Agent/Registrar shall be destroyed as directed by the City.
SECTION 25. Mutilated, Destroyed, Lost, and Stolen Certificates. If(1) any mutilated
Certificate is surrendered to the Paying Agent/Registrar, or the City and the Paying
Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any
Certificate, and (2) there is delivered to the City and the Paying Agent/Registrar such security or
indemnity as may be required to save each of them harmless, then, in the absence of notice to the
City or the Paying Agent/Registrar that such Certificate has been acquired by a bona fide
purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate,
a new Certificate 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 Certificate has become or is about to
become due and payable, the City in its discretion may, instead of issuing a new Certificate, pay
such Certificate.
139320888.5 -3 3-
Upon the issuance of any new Certificate or payment in lieu thereof, under this Section,
the City may require payment by the Holder of a sum sufficient to cover any tax or other
governmental charge imposed in relation thereto and any other expenses and charges (including
attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith.
Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed,
lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City, whether
or not the mutilated, destroyed, lost, or stolen Certificate 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 Certificates.
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 Certificates.
SECTION 26. Sale of the Certificates — Official Statement Approval — Approval of
Purchase Contract - Use of Certificate Proceeds. The Certificates authorized by this Ordinance
are hereby sold by the City to Robert W. Baird&Co.Incorporated, as the authorized representative
of a group of underwriters at a negotiated sale (the Purchasers, having all the rights, benefits, and
obligations of a Holder)in accordance with the provisions of a Purchase Contract, dated May 15,
2024 (the Purchase Contract), attached hereto as Exhibit B and incorporated herein by reference
as a part of this Ordinance for all purposes. The Initial Certificate shall be registered in the name
of the Robert W. Baird & Co. Incorporated. The pricing and terms of the sale of the Certificates
are hereby found and determined to be the most advantageous reasonably obtainable by the City.
Any Pricing Officer is hereby authorized and directed to execute the Purchase Contract for and on
behalf of the City and as the act and deed of the City Council, and in regard to the approval and
execution of the Purchase Contract, the City Council hereby finds, determines and declares that
the representations, warranties, and agreements of the City contained in the Purchase Contract are
true and correct in all material respects and shall be honored and performed by the City. Delivery
of the Certificates to the Purchasers shall occur as soon as practicable after the adoption of this
Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract.
Furthermore, the City hereby ratifies, confirms, and approves in all respects (i)the City's
prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in
accordance with the Rule (hereinafter defined) and (ii)the use and distribution of the Preliminary
Official Statement by the Purchasers in connection with the public offering and sale of the
Certificates. The final Official Statement,being a modification and amendment of the Preliminary
Official Statement to reflect the terms of sale (together with such changes approved by an
Authorized Representative), shall be and is hereby in all respects approved and the Purchasers are
hereby authorized to use and distribute the final Official Statement, dated May 15, 2024, in the
reoffering, sale and delivery of the Certificates to the public. The Mayor and/or City Secretary are
further authorized and directed to manually execute and deliver for and on behalf of the City copies
of the Official Statement in final form as may be required by the Purchasers, and such final Official
Statement in the form and content manually executed by said officials shall be deemed to be
approved by the City Council and constitute the Official Statement authorized for distribution and
use by the Purchasers. The proper officials of the City are hereby authorized to execute and deliver
139320888.5 -34-
a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of
payment for and delivery of the Certificates.
Proceeds from the sale of the Certificates shall be applied as follows:
(1) Accrued interest, if any, shall be deposited into the Certificate Fund.
(2) The City received a [net] reoffering premium from the sale of the
Certificates, which is hereby allocated by the City in the following manner: (1) $ to
pay the Purchasers' compensation, (2) $ to pay the costs of issuance, and (3) $
shall be deposited to the project construction fund.
(3) The amount of$ (being principal of the Certificates in the amount of
$ and a portion of the [net]reoffering premium in the amount of$ as described
above), derived from the sale of the Certificates, after making the deposits to the Certificate
Fund as described in (1) above, shall be used to pay costs of issuance or deposited into the
special construction account or accounts created for the projects to be constructed with the
proceeds of the Certificates. This special construction account shall be established and
maintained at the Depository and shall be invested in accordance with the provisions of
Section 10 of this Ordinance. The governing body of the City hereby appropriates from
this special construction account funds necessary to undertake these capital projects for
which the Certificates are issued (being those projects described in Section 1 hereof).
Interest earned on the proceeds of the Certificates pending completion of construction of
the projects financed with such proceeds shall be accounted for, maintained, deposited, and
expended as permitted by the provisions of Chapter 1201, as amended, Texas Government
Code, or as required by any other applicable law. Thereafter, such amounts shall be
expended in accordance with Section 14 of this Ordinance.
SECTION 27. Taxable Obligations. The Certificates 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 Certificates is not excludable from the gross income of the holders thereof for
federal income tax purposes.
SECTION 28. Control and Custody of Certificates. The Mayor of the City shall be and
is hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas and shall take and have charge and
control of the Certificates pending their approval by the Attorney General, the registration thereof
by the Comptroller of Public Accounts and the delivery of the Certificates to the Purchasers.
Furthermore, each Authorized Representative is hereby authorized and directed to furnish
and execute such documents relating to the City and its financial affairs as may be necessary for
the issuance of the Certificates, the approval of the Attorney General of the State of Texas and
their registration by the Comptroller of Public Accounts of the State of Texas and, together with
the City's financial advisor, bond counsel, and the Paying Agent/Registrar, make the necessary
arrangements for the delivery of the Initial Certificate to the Purchasers and the initial exchange
thereof for definitive Certificates.
139320888.5 -3 5-
SECTION 29. Satisfaction of Obligation of City. If the City shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest
on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of
taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all
covenants, agreements, and other obligations of the City to the Holders shall thereupon cease,
terminate, and be discharged and satisfied.
Certificates, 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 Certificates or the principal amount(s)thereof at Stated Maturity or to the redemption
date therefor,together with all interest due thereon, shall have been irrevocably deposited with and
held in trust by the Paying Agent/Registrar, or an authorized escrow agent, and/or(ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities that mature as to principal and interest in
such amounts and at such times as will insure the availability, without reinvestment, of sufficient
money, together with any money deposited therewith, if any, to pay when due the principal of and
interest on such Certificates, 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 Certificates, the City shall deliver a certificate from its financial
advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third
party concerning the deposit of cash and/or Government Securities to pay, when due, the principal
of, redemption premium (if any), and interest due on any defeased Certificates. As and to the
extent applicable, if at all, the City covenants that no deposit of money or Government Securities
will be made under this Section and no use made of any such deposit which would cause the
Certificates to be treated as arbitrage bonds within the meaning of section 148 of the Code (as
defined in Section 27 hereof).
Any money so deposited with the Paying Agent/Registrar, and all income from
Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent,
pursuant to this Section which is not required for the payment of the Certificates, or any principal
amount(s) thereof, or interest thereon with respect to which such money has been so deposited
shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by
the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and
remaining unclaimed for a period of three(3)years after the Stated Maturity of the Certificates, or
applicable redemption date, such money was deposited and is held in trust to pay shall upon the
request of the City be remitted to the City against a written receipt therefor, subject to the
unclaimed property laws of the State of Texas.
Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided
that any determination not to redeem defeased Certificates that is made in conjunction with the
payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided
that: (1)in the proceedings providing for such defeasance, the City expressly reserves the right to
call the defeased Certificates for redemption; (2)gives notice of the reservation of that right to the
owners of the defeased Certificates immediately following the defeasance; (3) directs that notice
of the reservation be included in any redemption notices that it authorizes; and (4) at the time of
the redemption, satisfies the conditions of(i) or (ii) above with respect to such defeased debt as
139320888.5 -3 6-
though it was being defeased at the time of the exercise of the option to redeem the defeased
Certificates, after taking the redemption into account in determining the sufficiency of the
provisions made for the payment of the defeased Certificates.
SECTION 30. Printed Opinion. The Purchasers' obligation to accept delivery of the
Certificates is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP,
Austin, Texas, as Bond Counsel, approving certain legal matters as to the Certificates, the opinion
to be dated and delivered as of the date of initial delivery and payment for the Certificates. Printing
of a true and correct copy of the opinion on the reverse side of each of the Certificates, with
appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of
the City is hereby approved and authorized.
SECTION 31. CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Certificates shall be of no significance or effect as regards the legality
thereof, and neither the City nor Bond Counsel are to be held responsible for CUSIP numbers
incorrectly printed or typed on the definitive Certificates.
SECTION 32. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 33. Ordinance a Contract, Amendments - Outstanding Certificates. The City
acknowledges that the covenants and obligations of the City herein contained are a material
inducement to the purchase of the Certificates. This Ordinance shall constitute a contract with the
Holders from time to time, binding on the City and its successors and assigns, and it shall not be
amended or repealed by the City so long as any Certificate remains Outstanding except as
permitted in this Section. The City may,without the consent of or notice to any Holders, from time
to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the
Holders,including the curing of any ambiguity,inconsistency, or formal defect or omission herein.
In addition, the City may, with the written consent of Holders holding a majority in aggregate
principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind
any of the provisions of this Ordinance; provided, however,that,without the consent of all Holders
of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time
or times of payment of the principal of and interest on the Certificates, reduce the principal amount
thereof or the rate of interest thereon, or in any other way modify the terms of payment of the
principal of, the redemption price therefor, or interest on the Certificates, (2) give any preference
to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of
Certificates required for consent to any such amendment, addition, or rescission.
SECTION 34. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied,
is intended or shall be construed to confer upon any person other than the City, Bond Counsel,
Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or
by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Paying
Agent/Registrar, and the Holders.
139320888.5 -37-
SECTION 35. Inconsistent Provisions. All ordinances and 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 ordained herein.
SECTION 36. 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 37. Severability. If any provision of this Ordinance or the application thereof
to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the
application of such provision to other persons and circumstances shall nevertheless be valid, and
the City Council hereby declares that this Ordinance would have been enacted without such invalid
provision.
SECTION 38. 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 39. Incorporation of Preamble Recitals. The recitals contained in the
preamble hereof are hereby found to be true, and such recitals are hereby made a part of this
Ordinance for all purposes and are adopted as a part of the judgment and findings of the City
Council of the City.
SECTION 40. Authorization of Paying Agent/Registrar Agreement. The City Council
of the City hereby finds and determines that it is in the best interest of the City to authorize the
execution of a Paying Agent/Registrar Agreement concerning the payment, exchange,registration,
and transferability of the Certificates. A copy of the Paying Agent/Registrar Agreement is attached
hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions
of this Ordinance.
SECTION 41. Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code.
SECTION 42. Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall
most effectively approximate such required publication and the giving of such notice in such
manner shall for all purposes of this Ordinance be deemed to be in compliance with the
requirements for publication thereof.
SECTION 43. No Recourse Against City Officials. No recourse shall be had for the
payment of principal of, premium, if any, or interest on any Certificate or for any claim based
139320888.5 -3 8-
thereon or on this Ordinance against any official of the City or any person executing any
Certificate.
SECTION 44. 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
"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 City shall file annually with the MSRB, (1) within six months after the end of each
fiscal year of the City ending in or after 2024,financial information and operating data with respect
to the System of the general type included in the final Official Statement authorized by Section 26
of this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as
part of such financial information and operating data, audited financial statements of the City,
when and if available. Any financial statements so to be provided shall be (i)prepared in
accordance with the accounting principles described in Exhibit C hereto, or such other accounting
principles as the City may be required to employ from time to time pursuant to state law or
regulation, and (ii) audited, if the City commissions an audit of such financial statements and the
audit is completed within the period during which they must be provided. If the audit of such
financial statements is not complete within such period, then the City shall file unaudited financial
statements within such period and audited financial statements for the applicable fiscal year to the
MSRB,when and if the audit report on such financial statements becomes available. Under current
Texas law,including,but not limited to, Chapter 103, as amended, Texas Local Government Code,
the City must have its records and accounts audited annually and shall have an annual financial
139320888.5 -3 9-
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 City's fiscal year. Additionally,upon the filing of this financial
statement and the annual audit, these documents are subject to the Texas Open Records Act, as
amended, Texas Government Code, Chapter 552.
If the City changes its fiscal year, it will file notice of such change (and of the date of the
new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
C. Notice of Certain Events.
The City shall file notice of any of the following events with respect to the Certificates to
the MSRB in a timely manner and not more than 10 business days after occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701-
TEB), or other material notices or determinations with respect to the tax status of the
Certificates, or other material events affecting the tax status of the Certificates;
(7) Modifications to rights of holders of the Certificates if material;
(8) Certificate calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the
Certificates, if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material;
139320888.5 -40-
(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,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement, or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
City, 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 City shall file notice with the MSRB, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with this Section by the time
required by this Section.
D. Limitations, Disclaimers, and Amendments.
The City shall be obligated to observe and perform the covenants specified in this Section
for so long as, but only for so long as, the City remains an "obligated person" with respect to the
Certificates within the meaning of the Rule, except that the City in any event will give notice of
any deposit that causes the Certificates to be no longer Outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Section or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN
139320888.5 -41-
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT
ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT
AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the City,but only if(1)the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in
the primary offering of the Certificates in compliance with the Rule, taking into account any
amendments or interpretations of the Rule to the date of such amendment, as well as such changed
circumstances, and (2) either (a)the holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the Outstanding Certificates consent to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the holders and beneficial owners of the
Certificates. The City may also repeal or amend the provisions of this Section if the SEC amends
or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, and the City also may amend the provisions of this
Section in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from lawfully
purchasing or selling Certificates in the primary offering of the Certificates, giving effect to (a)
such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City
so amends the provisions of this Section, the City shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
E. Information Format, Incorporation by Reference.
The City information required under this Section shall be filed with the MSRB through
EMMA in such format and accompanied by such identifying information as may be specified from
time to time thereby. Under the current rules of the MSRB, continuing disclosure documents
submitted to EMMA must be in word-searchable portable document format(PDF)files that permit
the document to be saved, viewed, printed, and retransmitted by electronic means and the series of
obligations to which such continuing disclosure documents relate must be identified by CUSIP
number or numbers.
139320888.5 -42-
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 Certificates is subject to the provisions of the Rule and because
the potential "underwriters" in a negotiated sale of the Certificates or the initial purchasers in a
competitive sale of the Certificates 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 adopts the General Policies and Procedures Concerning Compliance with the Rule (the
Policies and Procedures), attached hereto as Exhibit E,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 Representative 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 Representative to be
necessary or desirable for or with respect to future compliance with the Undertaking.
SECTION 45. Book-Entry Only System.
The Certificates shall initially be registered so as to participate in a securities depository
system (the DTC System) with The Depository Trust Company, New York, New York, or any
successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Certificates shall
be issued (following cancellation of the Initial Certificate described in Section 7) in the form of a
separate single definitive Certificate. Upon issuance, the ownership of each such Certificate shall
be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding
Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and
the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such
letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including
the Letter of Representations attached hereto as Exhibit D (the Representation Letter).
With respect to the Certificates registered in the name of Cede& Co., as nominee of DTC,
the City and the Paying Agent/Registrar shall have no responsibility or obligation to any
broker-dealer, bank, or other financial institution for which DTC holds the Certificates 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 Certificates (an Indirect Participant).
Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar
shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC,
Cede & Co., or any Depository Participant with respect to any ownership interest in the
Certificates, (ii)the delivery to any Depository Participant or any other person, other than a
registered owner of the Certificates, as shown on the Security Register, of any notice with respect
139320888.5 -43-
to the Certificates, 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 Certificate, of
any amount with respect to principal of, premium, if any, or interest on the Certificates. While in
the DTC System, no person other than Cede& Co., or any successor thereto, as nominee for DTC,
shall receive a bond certificate evidencing the obligation of the City to make payments of principal,
premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks or drafts being mailed to the Holder,the word"Cede& Co."in this Ordinance shall
refer to such new nominee of DTC.
In the event that (a)the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (b)the Representation Letter
shall be terminated for any reason, or (c)DTC or the City determines that it is in the best interest
of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the
City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the
availability within a reasonable period of time through DTC of bond certificates, and the
Certificates shall no longer be restricted to being registered in the name of Cede& Co., as nominee
of DTC. At that time, the City may determine that the Certificates shall be registered in the name
of and deposited with a successor depository operating a securities depository system, as may be
acceptable to the City, or such depository's agent or designee, and if the City and the Paying
Agent/Registrar do not select such alternate securities depository system then the Certificates may
be registered in whatever name or names the Holders of Certificates transferring or exchanging
the Certificates shall designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Certificate 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 Certificate and all notices with respect to
such Certificate shall be made and given, respectively, in the manner provided in the
Representation Letter.
SECTION 46. Further Procedures. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial
sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, the Purchase
Contract, and the Official Statement. In addition, prior to the initial delivery of the Certificates,
the Authorized Representatives 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 and as described in the Official Statement necessary in order to (i)
correct any ambiguity or mistake or properly or more completely document the transactions
contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond
rating agencies, or (iii) obtain the approval of the Certificates by the Texas Attorney General's
office. In case any officer of the City whose signature shall appear on any certificate shall cease
to be such officer before the delivery of such certificate, such signature shall nevertheless be valid
and sufficient for all purposes the same as if such officer had remained in office until such delivery.
139320888.5 -44-
SECTION 47. Automatic Budget Amendments to Reflect Final Debt Service Payments.
To the extent that the City Council adopts an annual budget that includes payment of debt service
on any Certificates issued (or to be issued) pursuant to this Ordinance based on the City's
reasonable expectations and projections relative to the Certificates, such budget entries shall be
automatically adjusted to reflect actual debt service payments on those Certificates coming due
during the period of time covered by such budget. Each Authorized Representative, or the
designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect
these final debt service amounts.
SECTION 48. City's Consent to Provide Information and Documentation to the Texas
MAC. The Municipal Advisory Council of Texas (the Texas MAC.), a non-profit membership
corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the
Internal Revenue Code and which serves as a comprehensive financial information repository
regarding municipal debt issuers in Texas, requires provision of written documentation regarding
the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC
and in compliance with applicable law, the City hereby consents to and authorizes any Authorized
Representative, the City's Bond Counsel, and/or the City's Financial Advisor to provide to the
Texas MAC information and documentation requested by the Texas MAC relating to the
Certificates; 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 Certificates.
SECTION 49. 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
Representative other than the Mayor the authority to independently select the counterparty to any
agreement with any paying agent/registrar, rating agency, securities depository, or any other
contract that is determined by an Authorized Representative (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
Certificates 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).
SECTION 50. Effective Date. Pursuant to the provisions of Section 1201.028, as
amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption,
notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a
multiple reading requirement for the adoption of ordinances.
[The remainder of this page intentionally left blank.]
139320888.5 -45-
PASSED AND ADOPTED on the 14th day of May, 2024.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
APPROVED THIS 14th day of May, 2024:
Miles Risley, City Attorney
(CITY SEAL)
Signature page to the Ordinance
S-1
INDEX OF SCHEDULES AND EXHIBITS
Schedule I—Approval Certificate
Exhibit A—Paying Agent/Registrar Agreement
Exhibit B —Purchase Contract
Exhibit C—Description of Annual Financial Information
Exhibit D—DTC Letter of Representations
Exhibit E— General Policies and Procedures Concerning Compliance With the Rule
[The remainder of this page intentionally left blank.]
139320888s Index-I
SCHEDULE I
APPROVAL CERTIFICATE
SEE TAB NO.
139320888.5 I-I
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
SEE TAB NO.
139320888.5 A-1
EXHIBIT B
PURCHASE CONTRACT
SEE TAB NO.
139320888.5 B-1
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 44 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under
the headings of the Official Statement referred to) below:
(1) The City's audited financial statements for the most recently concluded fiscal year
of the general type or to the extent these audited financial statements are not available,the portions
of the unaudited financial statements of the City appended to the Official Statement as
Appendix B, but for the most recently concluded fiscal year.
(2) All quantitative financial information and operating data with respect to the City of
the general type included in the Official Statement under Tables numbered 1 through 6 and 8
through 12 ("Financial Information").
Accounting Principles
The accounting principles referred to in such Section are generally accepted accounting
principles for governmental units as prescribed by the Government Accounting Standards Board
from time to time.
139320888.5 C-1
EXHIBIT D
DTC LETTER OF REPRESENTATIONS
SEE TAB NO.
139320888.5 D-1
EXHIBIT E
GENERAL POLICIES AND PROCEDURES
CONCERNING COMPLIANCE WITH THE RULE
I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 44 of
the Ordinance. Certificates refer to the Certificates 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 44C 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 Certificates 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 or the Director of Finance and Procurement(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 44B of the Ordinance;
139320888.5 E-I
3. the Compliance Officer shall promptly determine the occurrence of any of the events
described in Section 44C of the Ordinance;
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 Certificates;
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.
139320888.5 E-2
I
Taxable Certificates of Obligation
Delegation Ordinance
Legistar #24-0629
City Council Meeting
April 23, 2024
Financing of Capital Projects
• Capital Improvement Projects (CIP) and funding are
approved in the City's Capital Budget
• Reimbursement resolution was approved by City Council
on December 20, 2022 to begin using funds for the
projects
• Capital Budget staff assesses funding needs for next 12-18
months to determine what debt needs to be issued to
fund current and prior year approved projects
• Today - First reading of an ordinance delegating the
authority to certain city staff to approve the sale of Taxable
Certificates of Obligation within stated parameters
Summary of Financial Transaction
• Issuance of Taxable Certificates of Obligation in an
amount not to exceed $10,605,000 to fund Solid Waste
Projects.
Project Name •
Cefe Valenzuela Gas Collection System — 3C $1,300,000
Cefe Valenzuela Landfill Expansion $250,000
Cefe Valenzuela Road Improvements $3,500,000
Cefe Valenzuela Landfill Sector 2A Cells Development $651,892
J. C. Elliott Landfill Road Improvements $4,900,000
TOTAL $10,601,892
Steps for Issuance
Specific steps must be followed per state law for the issuance of
Certificates of Obligation:
• March 19, 2024— Notice of Intention approved by City Council
• March 24, 2024 and April 1, 2024— NOI published in the Corpus Christi Caller-
Times
• April 23, 2024 - First Reading of ordinance to authorize delegation of authority
• May 14, 2024 - Second reading and adoption of ordinance authorizing delegation
of authority
• May 16, 2024— Sale of Certificates of Obligation
• June 12, 2024— Closing Date for Certificates of Obligation
Ordinance#24-0629 Certificates of Obligation (Taxable)-Financing Plan Presentation April 23,2024
City of Corpus Christi, Texas
Victor Quiroga Dan Wegmiller
Managing Director Managing Director
711 N Carancahua St 248 Addie Roy Road
Suite 401 Suite 8746
SPECIALIZED PUBLIC FINANCE INC. Corpus Christi,Texas 78401 Austin,Texas 78746
FINANCIAL ADVISORY SERVICES 361.278.1310 512.820.6086
FL-1victor(a)spfmuni.com dan(a)spfmuni.com
Certificates of Obligation Financing Overview perApproved Budget
➢ Ordinance #24-0629 will allow for the issuance of Certificates of Obligation with a
Federal Tax Designation of Taxable
PLANNED ISSUANCE* PRELIMINARY USE OF PROCEEDS
In Millions($)
1) Certificates of Obligation, Taxable
Series 2024B
— Not to exceed $10,605,000
Solid Waste $10.605
— Sale to be conducted on May 151"
— Self-supported by solid waste revenues METHOD OF SALE
■ Open market financing through a
negotiated sale process
Preliminary, subject to change.
SPECIALIZED PUBLIC FINANCE INC.
x..n c ., .o s o w. s e e v c E CITY OF CORPUS CHRISTI,TEXAS 1
QUESTIONS ?
.SUS Cam`
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N�aeaaaniE�
�852 AGENDA MEMORANDUM
First Reading for the City Council Meeting of April 23, 2024
Second Reading for the City Council Meeting of May 14, 2024
DATE: April 11, 2024
TO: Peter Zanoni, City Manager
FROM: Alma I. Casas, Interim Director of Finance and Procurement
almac@cctexas.com
(361) 826-3610
Delegating the Authorization for the Issuance of Tax-Exempt Certificates of
Obligation
CAPTION:
Consistent with the FY 2024 approved Three-Year Capital Improvement Plan approved
by the Corpus Christi City Council on September 5, 2024Consideration and approval of
ordinance authorizing the issuance of City of Corpus Christi, Texas combination tax and limited
pledge revenue certificates of obligation, series 2024A"for improvements to public safety facilities
in an amount not to exceed $39,400,000, within set parameters and according to the plan of
finance set by the City's financial advisors; providing for the payment of said certificates by the
levy of an ad valorem tax upon all taxable property within the City and further securing said
certificates by a lien on and pledge of the pledged revenues of the solid waste system; delegating
authority to the City Manager, Chief Financial Officer, Director of Finance and Procurement and
certain other authorized officials to approve and execute documents relating to the issuance, sale,
and delivery of the certificates; enacting other provisions incident and related thereto; and
providing an effective date.
SUMMARY:
The City plans on issuing $39,400,000 of Certificates of Obligations (CO) in support of Public
Safety facility improvements. The amount of bond issuance included in the ordinance includes
estimated costs of issuance and accounts for any fluctuations in the bond market at the time of
pricing. The ordinance delegates the authority to issue the bonds to the City Manager, Chief
Financial Officer, or the Director of Finance and Procurement per the plan of finance set by the
City's financial advisors and within the parameters set forth in the ordinance for net present value
savings and true interest rate.
BACKGROUND AND FINDINGS:
Because of the fluctuating conditions in the municipal bond market and to ensure that all legal
documents are executed on a timely basis, our financial advisor has recommended that the City
Council delegate to the City Manager, Chief Financial Officer, and the Director of Finance and
Procurement - including any person serving in any of the foregoing capacities on an interim or
non-permanent basis (the "Authorized Officials") the authority to approve the sale of the bonds
subject to the following parameters:
1) The principal amount in total of all bonds sold may not exceed $39,400,000 for the COs.
2) The true interest rate shall not exceed 5.00% per year.
3) Maximum maturity of March 1, 2044.
The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the
Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter
1371, as amended, Texas Government Code.
In the adopted FY 2023-2024 Capital Improvement Budget, several projects were budgeted to
use COs totaling $50,002,274 for the funding of the projects. The projects include:
Parks:
South Bay Park $815,000
Solid Waste:
C Valenzuela Gas Collection System 1,300,000
C Valenzuela Landfill Expansion 250,000
C Valenzuela Landfill Road Improvements 3,500,000
C Valenzuela Landfill Sector 2A Cells dev 651,892
J Elliott Landfill Road Improvements 4,900,000
Streets:
Alameda (Texan Trail to Chamberlain) 2,017,404
Everhart (Alameda to Staples) 2,080,797
Everhart (SPID to McArdle) 637,730
Everhart (Staples to McArdle) 848,176
Leopard St (Crosstown Expressway to Palm Dr) 1,000,000
McArdle (Kostoryz to Carroll Lane) 3,102,418
North Lexington (Leopard to Hopkins) 2,731,613
Facilities:
City Hall Council Chambers Renovations Ph.1/Ph.2 625,540
City Hall Fencing and Gates 608,180
City Hall Lighting Improvements 217,904
City Hall Parking Lot 830,887
City Hall Roof 480,000
Facilities Administrative Offices 495,975
Fleet Administrative & Parts Facility 556,062
Fleet Vehicle Wash Facility 186,682
Fire:
Fire Dept HQ-Dev Svcs Foundation Repair 53,338
Fire Station No. 3 6,680,000
Police:
Police Headquarters 400,000
Police Training Academy 12,207,536
Public Health:
Public Health Department Building Improvements 2,825,140
Police Training Academy 6,300,000
Total $50,002,274
The total amount to be funded with COs is an amount not to exceed $50,005,000. Of this amount,
$10,605,000 will be taxable bonds for Solid Waste projects with $10,605,000 being self-supported
by Solid Waste revenue and $39,400,000 will be tax-exempt bonds supported by property taxes.
State law requires that a notice of intention be published when COs are to be sold. The required
notice was advertised in the Corpus Christi Caller-Times on Sunday, March 24, 2024, and
Monday, April 1, 2024.
Issuing bonds is a multi-step process. Staff will meet with rating agencies in the weeks of April
15th and April 22nd with expected ratings to be issued on May 31 and May 10th. The sale of the
bonds is expected in mid-May depending on market conditions with the financing closing in July.
The City Council will be updated with the final results of the issuance at completion.
ALTERNATIVES:
n/a
FISCAL IMPACT:
The fiscal impact of this ordinance is that it will generate $39,400,000 in bond proceeds for use
on streets, facilities, fire, police, and public health improvements approved in the FY2024 CIP
budget.
COMMENTS:
None.
RECOMMENDATION:
Staff recommends approval of the ordinance as presented.
LIST OF SUPPORTING DOCUMENTS:
Ordinance
Project List
Notice of Intention
ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS
CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE
REVENUE CERTIFICATES OF OBLIGATION, SERIES 2024A" IN AN
AMOUNT NOT TO EXCEED $39,400,000, WITHIN SET PARAMETERS
AND ACCORDING TO THE PLAN OF FINANCE SET BY THE CITY'S
FINANCIAL ADVISORS; PROVIDING FOR THE PAYMENT OF SAID
CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL
TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING
SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED
REVENUES OF THE SOLID WASTE SYSTEM; DELEGATING
AUTHORITY TO THE CITY MANAGER, CHIEF FINANCIAL OFFICER,
DIRECTOR OF FINANCE AND PROCUREMENT TO EXECUTE
CERTAIN DOCUMENTS RELATING TO THE SALE OF THE
CERTIFICATES; ENACTING OTHER PROVISIONS INCIDENT AND
RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council (the City Council or the Governing Body) of the City of
Corpus Christi, Texas (the City or the Issuer) has caused notice to be given of its intention to issue
certificates of obligation in the maximum principal amount not to exceed $50,005,000 for the
purpose or purposes of paying contractual obligations of the City to be incurred for making
permanent public improvements and for other public purposes to the extent of availability of funds,
to-wit: (1) (a) constructing, acquiring, purchasing, renovating, enlarging, and improving City
administrative facilities and signage, including renovations and improvements to City Hall and a
new public works department facility for City vehicles, (b) constructing, acquiring, purchasing,
renovating, enlarging, and improving City public health facilities and signage, including
renovations and improvements to the City's public health department building, (c) constructing,
acquiring, purchasing, renovating, enlarging, and improving City public safety facilities and
signage, including a Training Academy and a new fire station, (d) designing, demolishing,
constructing, renovating, improving, reconstructing, restructuring and extending streets and
thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage,
landscape, signage, acquiring lands and rights-of-way necessary thereto or incidental therewith,
(e) constructing, acquiring, purchasing, renovating, enlarging, and improving City solid waste
facilities,including landfill site development, a gas collection and control system, and related road
improvements, and (f) constructing, acquiring, purchasing, renovating, enlarging, and improving
City park facilities, including South Bay Park and City golf courses; (2)the purchase of materials,
supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and
purposes; and (3)the payment of professional services related to the design, construction,
management and financing of the aforementioned projects. This notice has been duly published in
a newspaper hereby found and determined to be of general circulation in the City, once a week for
two(2) consecutive weeks, the date of the first publication of such notice being not less than forty-
five (45) days prior to the tentative date stated therein for the final passage of the ordinance
authorizing the issuance of such certificates of obligation; and
WHEREAS, in accordance with the provisions of Section 271.049, as amended, Texas
136274698.5
Local Government Code, the City confirms that notice of the City's intention to issue certificates
of obligation was approved by resolution at a public meeting and stated (1) the then-current
principal of all outstanding debt of the City; (2) the then-current combined principal and interest
required to pay all outstanding debt obligations of the City on time and in full, based on the City's
expectations relative to the interest due on any variable rate debt obligations, as applicable (3)the
maximum principal amount of the certificates of obligation to be authorized; (4) the estimated
combined principal and interest required to pay the certificates of obligation in full; (5) the
estimated interest rate for the certificates of obligation or that the maximum interest rate for the
certificates of obligation may not exceed the maximum legal interest rate; and (6) the maximum
maturity date of the certificates of obligation; and
WHEREAS, the City Council hereby finds and determines that the actions authorized
hereby and the adoption of this Ordinance are in the best interest of the citizens of the City; and
WHEREAS, no petition protesting the issuance of the certificates of obligation described
in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or
filed with the City Secretary prior to the date tentatively set in such notice for the passage of this
ordinance; and
WHEREAS, the City Council hereby finds and determines that the issuance of the
certificates of obligation, under the terms herein specified, is in the best interests of the City and
its residents; and
WHEREAS, the Governing Body hereby finds and determines that, pursuant to the
authority provided by Chapter 1371 (defined herein), the delegation to the Authorized Officials
(defined herein)with the authority to execute an"approval certificate" (a form of which is attached
hereto as Schedule I)to approve the final terms of a series of bonds issued hereunder is in the best
interest of the City; and
WHEREAS, the City Council hereby finds and determines that certificates of obligation in
the principal amount of $� described in such notice should be issued and sold at this
time; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS THAT:
SECTION 1. Authorization - Designation - Principal Amount - Purpose. The
certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate
principal amount of AND NO/100 DOLLARS ($� to be
designated and bear the title of"CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX
AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2024A"
(the Certificates), for the purpose or purposes of paying contractual obligations of the City to be
incurred for making permanent public improvements and for other public purposes to the extent
of availability of funds, to-wit: (i) constructing, acquiring, purchasing, renovating, enlarging, and
improving City administrative facilities and signage, including renovations and improvements to
City Hall and a new public works department facility for City vehicles; (ii)constructing, acquiring,
purchasing, renovating, enlarging, and improving City public health facilities and signage,
136274698.5 -2-
including renovations and improvements to the City's public health department building; (iii)
constructing, acquiring, purchasing, renovating, enlarging, and improving City public safety
facilities and signage, including a Training Academy and a new fire station; (iv) designing,
demolishing, constructing, renovating, improving, reconstructing, restructuring and extending
streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors,
drainage, landscape, signage, acquiring lands and rights-of-way necessary thereto or incidental
therewith; (v) constructing, acquiring, purchasing, renovating, enlarging, and improving City park
facilities, including South Bay Park; (vi) the purchase of materials, supplies, equipment,
machinery, landscaping, land, and rights-of-way for authorized needs and purposes; and (vii) the
payment of professional services related to the design, construction, management and financing of
the aforementioned projects, pursuant to the authority conferred by and in conformity with the
laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended,
Texas Local Government Code Section 271.041 through Section 271.064, Section 363.135, as
amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code
(Chapter 1371), and the City's Home Rule Charter.
As authorized by 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 the certificates of obligation as authorized herein and carrying out the
procedures specified in this Ordinance, including approval of the following terms and provisions
for the certificates of obligation:
A. the aggregate principal amount of the certificates of obligation, as well as the
principal amount of each stated maturity;
B. the rate of interest to be borne on the principal amount of each stated maturity and
the interest payment dates for such certificates of obligation;
C. the Certificate Date for the certificates of obligation;
D. whether the certificates of obligation are sold pursuant to a competitive,negotiated,
or private placement sale based upon the advice of the Issuer's financial advisor;
E. the optional, extraordinary optional, and mandatory redemption provisions
applicable, if at all, to the certificates of obligation;
F. whether or not to issue the certificates of obligation 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 the
certificates of obligation;
G. the pricing of each series of certificates of obligation, including use of premium,
discount, underwriters' compensation, and costs of issuance; and
H. approval, replacement, or confirmation, as applicable, of the underwriting
syndicate of the certificates of obligation, 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,
136274698.5 -3-
and establishment (if any) shall supersede prior action or actions of the Governing Body
concerning the same.
The Certificates shall be issued within the following parameters:
A. the principal amount of the certificates of obligation issued hereunder shall not
exceed $39,400,000;
B. the maximum maturity of the certificates of obligation shall not occur later than
March 1, 2044;
C. the true interest cost on the certificates of obligation shall not exceed the maximum
allowed by law; and
D. the certificates of obligation hereunder issued shall be sold on or before May 14,
2025 (though the initial delivery of the certificates of obligation 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
the certificates of obligation, to complete and execute an Approval Certificate, in substantially the
form attached hereto as Schedule I. The execution of the Approval Certificate shall evidence the
sale date of the certificates of obligation by the Issuer to the initial purchasers thereof in accordance
with the provisions of Chapter 1371 and as set forth in Schedule I. Upon execution of an Approval
Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the
issuance of the obligation pursuant to the delegated authority granted hereunder and to reflect such
final terms for the certificates of obligation,which includes(A)completion of the preamble to this
Ordinance, included deletion of those recitals that are not applicable to the certificates of
obligation, (B) selection of the appropriate terms to reflect the final transaction structure and terms
of sale evidenced in the Approval Certificate, and(C) 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 the certificates of obligation 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 certificates of obligation hereunder. It is
further provided, however, that notwithstanding the foregoing provisions, the certificates of
obligation shall not be delivered unless prior to delivery, the certificates of obligation 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 - Certificate Date. The Certificates are issuable in fully registered form
only; shall be dated June [12], 2024 (the Certificate Date) and shall be issued in denominations of
$5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall
become due and payable on March 1 in each of the years and in principal amounts (the Stated
Maturities)in accordance with the following schedule:
136274698.5 -4-
Years of Principal Interest
Stated Maturity Amounts ($) Rates
The Certificates shall bear interest on the unpaid principal amounts from the Closing Date
(anticipated to occur on or about June 12, 2024), or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, to Stated Maturity or prior redemption while
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 Certificates shall be payable semiannually
on March 1 and September 1 (each, an Interest Payment Date), commencing March 1, 2025, while
the Certificates are Outstanding.
SECTION 3. Payment of Certificates - Paying Agent/Registrar. The principal of,
premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity,
redemption, or otherwise, shall be payable 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 Certificates shall be without exchange
or collection charges to the Holder(as hereinafter defined) of the Certificates.
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
Certificates is hereby approved and confirmed, and the City agrees and covenants to cause to be
kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records
(the Security Register)for the registration, payment and transfer of the Certificates, all as provided
136274698.5 -5-
herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement,
attached,in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations
as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and
provide a Paying Agent/Registrar at all times while the Certificates are Outstanding, and any
successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an
association or a corporation organized and doing business under the laws of the United States of
America or of any state, authorized under such laws to exercise trust powers. Such Paying
Agent/Registrar shall be subject to supervision or examination by federal or state authority and
authorized by law to serve as a Paying Agent/Registrar.
The City reserves the right to appoint a successor Paying Agent/Registrar upon providing
the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating
such agency. Additionally, the City agrees to promptly cause a written notice of this substitution
to be sent to each Holder of the Certificates by United States mail, first-class postage prepaid,
which notice shall also give the address of the new Paying Agent/Registrar.
Principal of, premium, if any, and interest on the Certificates, due and payable by reason
of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the
Certificates appearing on the Security Register (the Holder or Holders) maintained on behalf of
the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter
defined)for purposes of payment of interest thereon, (ii)on the date of surrender of the Certificates
for purposes of receiving payment of principal thereof upon redemption of the Certificates or at
the Certificates' Stated Maturity, and (iii) on any other date for any other purpose. The City and
the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a
Certificate for purposes of receiving payment and all other purposes whatsoever, and neither the
City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the
contrary.
Principal of and premium, if any, on the Certificates shall be payable only upon
presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust
office. Interest on the Certificates shall be paid to the Holder whose name appears in the Security
Register at the close of business on the fifteenth day of the month next preceding an Interest
Payment Date for the Certificates (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
Certificates shall be a Saturday, 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 Certificates was due.
In the event of a non-payment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a Special Record Date) will be
136274698.5 -6-
established by the Paying Agent/Registrar,if and when funds for the payment of such interest have
been received from the City. Notice of the Special Record Date and of the scheduled payment
date of the past due interest(the Special Payment Date - which shall be fifteen (15) days after the
Special Record Date) shall be sent at least five (5)business days prior to the Special Record Date
by United States mail, first-class postage prepaid, to the address of each Holder appearing on the
Security Register at the close of business on the last business day next preceding the date of mailing
of such notice.
SECTION 4. Redemption.
A. Mandatory Redemption of Term Certificates. The Certificate stated to mature on
March 1, 20 is referred to herein as the "Term Certificates". The Term Certificates are subject
to mandatory sinking fund redemption prior to their stated maturities from money required to be
deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other
customary method, at the principal amount thereof plus accrued interest to the date of redemption
in the following principal amounts on March 1 in each of the years as set forth below:
Term Certificates
Stated to Mature
on March 1, 20
Principal
Year Amount($)
*Payable at Stated
Maturity.
The principal amount of a Term Certificate required to be redeemed pursuant to the
operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer,
by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days
prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and
delivered to the Paying Agent/Registrar for cancellation (2) shall have been purchased and
canceled by the Paying Agent/Registrar at the request of the Issuer with money in the Certificate
Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth
below and not theretofore credited against a mandatory redemption requirement.
B. Optional Redemption. The Certificates having Stated Maturities on and after
March 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on
March 1, 20 , or on any date thereafter, as a 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.
136274698.5 -7-
C. Exercise of Redemption Option. At least forty-five(45) days prior to a date set for
the redemption of Certificates (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar),the City shall notify the Paying Agent/Registrar of its decision to exercise
the right to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and
the date set for the redemption thereof. The decision of the City to exercise the right to redeem
Certificates shall be entered in the minutes of the City Council.
D. Selection of Certificates for Redemption. If less than all Outstanding Certificates
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 Certificates to be redeemed, provided that if less than the
entire principal amount of a Certificate is to be redeemed, the Paying Agent/Registrar shall treat
such Certificate then subj ect to redemption as representing the number of Certificates Outstanding
which is obtained by dividing the principal amount of such Certificate by $5,000.
E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for
the Certificates, a notice of redemption shall be sent by United States mail, first-class postage
prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each
Holder of a Certificate 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 Certificates,
(ii)identify the Certificates 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 Certificates, 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 Certificates, 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 Certificate is subject by its terms to redemption and has been called for redemption and
notice of redemption thereof has been duly given or waived as herein provided, such Certificate
(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 Certificates (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 Certificates (or the principal amount thereof to be redeemed) called for redemption
shall cease to accrue and such Certificates shall not be deemed to be Outstanding in accordance
with the provisions of this Ordinance.
136274698.5 -g-
F. Transfer/Exchange of Certificates. Neither the City nor the Paying Agent/Registrar
shall be required (1) to transfer or exchange any Certificate during a period beginning forty-five
(45) days prior to the date fixed for redemption of the Certificates or (2) to transfer or exchange
any Certificate 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 Certificate which is
subject to redemption in part.
SECTION 5. Execution -Registration. The Certificates shall be executed on behalf of
the City by its Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and
attested by its City Secretary or designee. The signature of either of said officers on the Certificates
may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals
who were, at the time of the Certificate Date, the proper officers of the City shall bind the City,
notwithstanding that such individuals or either of them shall cease to hold such offices prior to the
delivery of the Certificates to the Purchasers, all as authorized and provided in Chapter 1201, as
amended, Texas Government Code.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Certificate 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 Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly certified or
registered and delivered.
SECTION 6. Registration - Transfer - Exchange of Certificates - Predecessor
Certificates. A Security Register relating to the registration, payment, transfer, or exchange of the
Certificates shall at all times be kept and maintained by the City at the corporate trust office of the
Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the
Security Register the name and address of every owner of the Certificates, or if appropriate, the
nominee thereof. Any Certificate may, in accordance with its terms and the terms hereof, be
transferred or exchanged for Certificates of other authorized denominations upon the Security
Register by the Holder, in person or by his duly authorized agent, upon surrender of such
Certificate 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 Certificate at the corporate trust office of the Paying
Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver,
in the name of the designated transferee or transferees, one or more new Certificates executed on
behalf of, and furnished by, the City of authorized denominations and having the same Stated
Maturity and of a like interest rate and aggregate principal amount as the Certificate or Certificates
surrendered for transfer.
At the option of the Holder, Certificates may be exchanged for other Certificates of
authorized denominations and having the same Stated Maturity, bearing the same rate of interest
and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender
136274698.5 -9-
of the Certificates to be exchanged at the corporate trust office of the Paying Agent/Registrar.
Whenever any Certificates are so surrendered for exchange, the City shall execute, and the Paying
Agent/Registrar shall register and deliver new, the Certificates executed on behalf of, and
furnished by, the City to the Holder requesting the exchange.
All Certificates issued upon any transfer or exchange of Certificates 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 City, evidencing the same obligation to pay, and entitled to
the same benefits under this Ordinance, as the Certificates surrendered upon such transfer or
exchange.
All transfers or exchanges of Certificates 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.
Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case may be,
of the same debt evidenced by the new Certificate or Certificates registered and delivered in the
exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include any
Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed,
or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Certificate.
SECTION 7. Initial Certificate. The Certificates herein authorized shall be issued
initially either (i) as a single fully registered Certificate in the total principal amount of
$_, with principal installments to become due and payable as provided in Section 2 and
numbered T-1, or (ii) as one (1)fully registered Certificate 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 Certificate) and, in either case, the Initial Certificate shall be
registered in the name of the Purchasers or the designee thereof. The Initial Certificate shall be
the Certificates submitted to the Office of the Attorney General of the State of Texas for approval,
certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas
and delivered to the Purchasers. Any time after the delivery of the Initial Certificate to the
Purchasers, the Paying Agent/Registrar, pursuant to written instructions from the Purchasers or
their designee, shall cancel the Initial Certificate delivered hereunder and exchange therefor
definitive Certificates of authorized denominations, Stated Maturities, principal amounts and
bearing applicable interest rates on the unpaid principal amounts from the Certificate Date, or from
the most recent Interest Payment Date to which interest has been paid or duly provided for, to
Stated Maturity, and shall be lettered "R" and numbered consecutively from one (1) upward for
transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and
in accordance with such written instructions from the Purchasers, or the designee thereof, and such
other information and documentation as the Paying Agent/Registrar may reasonably require.
136274698.5 -10-
SECTION 8. Forms.
A. Forms Generally. The Certificates, 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 Certificates shall be substantially in the
forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other
variations as are permitted or required by this Ordinance and may have such letters, numbers, or
other marks of identification (including insurance legends in the event the Certificates, or any
Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the American Bankers Association) and such
legends and endorsements (including any reproduction of an opinion of Bond Counsel)thereon as
may, consistent herewith, be established by the City or determined by the officers executing the
Certificates as evidenced by their execution thereof. Any portion of the text of any Certificate may
be set forth on the reverse thereof, with an appropriate reference thereto on the face of the
Certificate.
The definitive Certificates shall be printed, lithographed, or engraved, produced by any
combination of these methods, or produced in any other similar manner, all as determined by the
officers executing the Certificates as evidenced by their execution thereof, but the Initial
Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or
otherwise reproduced.
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136274698.5 -1 1-
B. Form of Definitive Certificate.
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
COMBINATION TAX AND LIMITED PLEDGE REVENUE
CERTIFICATE OF OBLIGATION, SERIES 2024A
Certificate Date: Interest Rate: Stated Maturity: CUSIP No.
June [12], 2024
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation
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
specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the
Principal Amount specified above (or so much thereof as shall not have been paid upon prior
redemption) and to pay interest on the unpaid principal amount hereof from the Closing Date
(anticipated to occur on or about June 12, 2024), or from the most recent Interest Payment Date
(defined below) to which interest has been paid or duly provided for until such principal sum has
become due and payment thereof has been made or duly provided for, to the earlier of redemption
or Stated Maturity, at the per annum rate 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, commencing March 1, 2025 (each, an Interest Payment Date).
Principal and premium, if any, of this Certificate 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 a successor thereof.
Interest shall be payable to the Holder of this Certificate (or one or more Predecessor Certificates,
as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register
maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is
the fifteenth day of the month next preceding each Interest Payment Date. All payments of
principal of and interest on this Certificate 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.
136274698.5 -12-
This Certificate is one of the series specified in its title issued in the aggregate principal
amount of$ (the Certificates)pursuant to an Ordinance adopted by the governing body
of the City (the Ordinance), for the purpose or purposes of paying contractual obligations of the
City to be incurred for making permanent public improvements and for other public purposes to
the extent of availability of funds, to-wit: (i) constructing, acquiring, purchasing, renovating,
enlarging, and improving City administrative facilities and signage, including renovations and
improvements to City Hall and a new public works department facility for City vehicles; (ii)
constructing, acquiring, purchasing, renovating, enlarging, and improving City public health
facilities and signage, including renovations and improvements to the City's public health
department building; (iii) constructing, acquiring, purchasing, renovating, enlarging, and
improving City public safety facilities and signage, including a Training Academy and a new fire
station; (iv) designing, demolishing, constructing, renovating, improving, reconstructing,
restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks,
streetscapes, collectors, drainage, landscape, signage, acquiring lands and rights-of-way necessary
thereto or incidental therewith; (v) constructing, acquiring, purchasing, renovating, enlarging, and
improving City park facilities, including South Bay Park; (vi)the purchase of materials, supplies,
equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes;
and(vii)the payment of professional services related to the design, construction, management and
financing of the aforementioned projects, pursuant to the authority conferred by and in strict
conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of
1971, as amended, Texas Local Government Code, Section 271.041 through 271.065, Section
363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas
Government Code, and the City's Home Rule Charter.
As specified in the Ordinance,the Certificate stated to mature on March 1, 20 is referred
to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund
redemption prior to their stated maturities from money required to be deposited in the Certificate
Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the
principal amount thereof plus accrued interest to the date of redemption in the following principal
amounts on March 1 in each of the years as set forth below:
Term Certificates
Stated to Mature
on March 1, 20
Principal
Year Amount($)
*Payable at Stated
Maturity.
The principal amount of a Term Certificate required to be redeemed pursuant to the
operation of such mandatory redemption provisions shall be reduced, at the option of the Issuer,
136274698.5 -13-
by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days
prior to the mandatory redemption date (1) shall have been defeased or acquired by the Issuer and
delivered to the Paying Agent/Registrar for cancellation (2) shall have been purchased and
canceled by the Paying Agent/Registrar at the request of the Issuer with money in the Certificate
Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth
below and not theretofore credited against a mandatory redemption requirement.
The Certificates stated to mature on and after March 1, 20 may be redeemed prior to
their Stated Maturities, at the option of the City, on March 1, 20 , 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 Certificates 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 Certificate 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 Certificate to the Paying Agent/Registrar at its corporate
trust office, a new Certificate or Certificates 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 Certificate (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 Certificate (or the portion of the principal sum hereof to be redeemed) shall become due
and payable, and, if the money for the payment of the redemption price and the interest accrued
on the principal amount to be redeemed to the date of redemption is held for the purpose of such
payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from
and after the redemption date on the principal amount hereof to be redeemed. If this Certificate is
called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be
required to issue, transfer, or exchange this Certificate 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 Certificates of this series are payable from the proceeds of an ad valorem tax levied
upon all taxable property within the City, within the limitations prescribed by law, and are further
payable from and secured by a lien on and pledge of the Pledged Revenues(identified and defined
in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the
City's solid waste management system (the System), such lien on and pledge of the limited amount
of Net Revenues being on parity with the lien thereon and pledge thereof securing the repayment
of the currently outstanding Limited Pledge Obligations, but subordinate and inferior to the lien
on and pledge of such Net Revenues securing payment of any outstanding Senior Lien Obligations,
Subordinate Lien Obligations, or Inferior Lien Obligations. In the Ordinance, the City reserves
and retains the right to issue Senior Lien Obligations, Subordinate Lien Obligations, Inferior Lien
Obligations, and Additional Limited Pledge Obligations (all as identified and defined in the
136274698.5 -14-
Ordinance), while the Certificates are Outstanding, without limitation as to principal amount but
subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise.
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 and the revenues pledged for the payment of the Certificates; the terms and
conditions under which the City may issue Senior Lien Obligations, Subordinate Lien Obligations,
Inferior Lien Obligations, and Additional Limited Pledge Obligations; the terms and conditions
relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance
may be amended or supplemented with or without the consent of the Holder; the rights, duties, and
obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this
Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed
to be no longer Outstanding thereunder; and for the other terms and provisions specified in the
Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance.
This Certificate, subject to certain limitations contained in the Ordinance, may be
transferred on the Security Register upon presentation and surrender 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 Certificates of the same
Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same
aggregate principal amount will be issued to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder
hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof
for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Certificate
as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or
its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other
purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be
affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment
date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special
Record Date)will be established by the Paying Agent/Registrar,if and when funds for the payment
of such interest have been received from the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest(the Special Payment Date -which shall be fifteen
(15) days after the Special Record Date) shall be sent at least five (5) business days prior to the
Special Record Date by United States mail, first-class postage prepaid, to the address of each
Holder appearing on the Security Register at the close of business on the last business day next
preceding the date of mailing of such notice.
It is hereby certified, covenanted, and represented that all acts, conditions, and things
required to be performed, exist, and be done precedent to the issuance of this Certificate in order
to render the same a legal, valid, and binding obligation of the City have been performed, exist,
and have been done, in regular and due time, form, and manner, as required by the laws of the
State of Texas and the Ordinance, and that issuance of the Certificates 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 Certificates by the levy of a tax and collection of
136274698.5 -15-
Pledged Revenues as aforestated. In case any provision in this Certificate 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 Certificate 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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136274698.5 -16-
IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under
its official seal.
CITY OF CORPUS CHRISTI, TEXAS
By
Mayor
ATTEST:
City Secretary
(CITY SEAL)
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136274698.5 -17-
C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Certificate 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 Certificate has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
*NOTE TO PRINTER: Not to appear on printed Certificates.
D. Form of Registration Certificate of Paying Agent/Registrar to Appear on Definitive
Certificates Only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued under the provisions of the within-mentioned
Ordinance; the Certificate or Certificates of the above-entitled and designated series originally
delivered having been approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar.
Registered this date: THE BANK OF NEW YORK MELLON
TRUST COMPANY,N.A., DALLAS,
TEXAS, as Paying Agent/Registrar
By:
Authorized Signature
*NOTE TO PRINTER: Print on Definitive Certificates.
136274698.5 -18-
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 Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate 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 Certificate in every particular.
Signature guaranteed:
[The remainder of this page intentionally left blank.]
136274698.5 -19-
F. The Initial Certificate shall be in the form set forth in paragraph B of this Section,
except that the form of a single fully registered Initial Certificate shall be modified as follows:
(i) immediately under the name of the Certificate(s) the headings "Interest Rate"
and "Stated Maturity" shall both be completed"as shown below";
(ii)first two paragraphs shall read as follows:
REGISTERED PRINCIPAL
REGISTERED AMOUNT
NO. T-1 $
United States of America
State of Texas
Counties of Nueces, Aransas, Kleberg, and San Patricio
CITY OF CORPUS CE RISTI, TEXAS
COMBINATION TAX AND LIMITED PLEDGE REVENUE
CERTIFICATE OF OBLIGATION, SERIES 2024A
Certificate Date: Interest Rate: Stated Maturity: CUSIP No.
June [12], 2024 As Shown Below As Shown Below
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation
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, the Principal Amount specified above stated to
mature on the first day of March in each of the years and in principal amounts and bearing interest
at per annum rates in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts ($) Rates
(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 Amounts hereof from the Closing Date (anticipated to be on or about June 12,
2024), or from the most recent Interest Payment Date (defined below) to which interest has been
paid or duly provided for, until the principal amounts have become due and payment thereof has
been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum
rates of interest specified above, computed on the basis of a 360-day year of twelve 30-day months;
such interest being payable on March 1 and September 1 of each year, commencing March 1, 2025
(each, an Interest Payment Date).
136274698.5 -20-
Principal of this Certificate shall be payable to the Registered Owner hereof(the Holder),
upon its 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 Certificate whose name
appears on the Security Register maintained by the Paying Agent/Registrar at the close of business
on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment
Date. All payments of principal of and interest on this Certificate 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, and at the risk and expense of, the Holder hereof.
G. Form of Insurance Legend. If bond insurance is obtained by the City or the
Purchasers for the Certificates, the Definitive Certificates and the Initial Certificate shall bear an
appropriate legend as provided by the insurer to appear under the following header:
[CERTIFICATE INSURANCE]
SECTION 9. Definitions. For all purposes of this Ordinance(as defined below), except
as otherwise expressly provided or unless the context otherwise requires: the terms defined in this
Section have the meanings assigned to them in this Section, and certain terms used in Sections 27
and 44 of this Ordinance have the meanings assigned to them in Sections 27 and 44 of this
Ordinance, 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 Additional Limited Pledge Obligations shall mean (i) any bonds, notes,
warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City
payable in part from a pledge of and lien on Pledged Revenues of the System which pledge of
revenues is limited as further provided in Section 20 of this Ordinance, and (ii) any obligations
hereafter issued to refund the foregoing as determined by the City Council in accordance with any
applicable law.
B. The term Authorized Representatives shall mean the City Manager of the City, an
Assistant City Manager, the Chief Financial Officer, the City's Director of Finance and
Procurement, and the City Attorney (any of the foregoing whether serving in a permanent or
interim capacity).
C. The term Certificates shall mean the $_, "CITY OF CORPUS CHRISTI,
TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION, SERIES 2024A" authorized by this Ordinance.
D. The term Certificate Fund shall mean the special Fund created and established by
the provisions of Section 10 of this Ordinance.
136274698.5 -21-
E. The term City shall mean the City of Corpus Christi, located in Nueces, Aransas,
Kleberg, and San Patricio Counties, Texas and, where appropriate, the City Council of the City.
F. The term Closing Date shall mean the date of physical delivery of the Initial
Certificate in exchange for the payment of the agreed purchase price for the Certificates.
G. The term Collection Date shall mean, when reference is being made to the levy and
collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the
City become delinquent.
H. The term Debt Service Requirements shall mean, as of any particular date of
computation, with respect to any obligations and with respect to any period, the aggregate of the
amounts to be paid or set aside by the City as of such date or in such period for the payment of the
principal of, premium, if any, and interest (to the extent not capitalized) on such obligations;
assuming, in the case of obligations without a fixed numerical rate, that such obligations bear
interest at the maximum rate permitted by the terms thereof and further assuming in the case of
obligations required to be redeemed or prepaid as to principal prior to Stated Maturity,the principal
amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory
redemption provisions applicable thereto.
I. The term Depository shall mean an official depository bank of the City.
J. The term Fiscal Year shall mean the annual financial accounting period for the
System now ending on September 30th of each year; provided, however, the City Council may
change such annual financial accounting period to end on another date if such change is found and
determined to be necessary for accounting purposes or is required by applicable law.
K. The term Government Securities, as used herein, shall mean (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by, the
United States of America; (ii)noncallable obligations of an agency or instrumentality of the United
States, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than "AAA" or its equivalent; (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the issuer
adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to
investment quality by a nationally recognized investment rating firm not less than "AAA" or its
equivalent; or(iv) any additional securities and obligations hereafter authorized by the laws of the
State of Texas as eligible for use to accomplish the discharge of obligations such as the Certificates.
L. The term Gross Revenues for any period shall mean all income and revenues
received by the City by virtue of its ownership and operation of the System, including, but not
limited to, its rentals, fees, and other revenues resulting from the ownership of the System,
including rentals received from leasing all or part of the System. However, it is expressly
recognized that any such lease must comply with the requirements of the Code and existing
regulations, published rulings, and court decisions.
136274698.5 -22-
M. The term Holder or Holders shall mean the registered owner, whose name appears
in the Security Register, for any Certificate.
N. The term Inferior Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation, or any similar obligations currently outstanding or hereafter issued by
the City that are payable, in whole or in part, from and equally and ratably secured by a lien on
and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the
lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any
Senior Lien Obligations or Subordinate Lien Obligations currently outstanding or hereafter issued
by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the
payment of the currently outstanding Limited Pledge Obligations (including the Certificates and
the Taxable Certificates), or any Additional Limited Pledge Obligations hereafter issued by the
City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued
to refund any of the foregoing that are payable from and equally and ratably secured by a
subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council
in accordance with any applicable law.
O. The term Interest Payment Date shall mean the date semiannual interest is payable
on the Certificates, being March 1 and September 1 of each year, commencing March 1, 2025,
while any of the Certificates remain Outstanding.
P. The term Limited Pledge Obligations shall mean (i) the outstanding and unpaid
obligations of the City that are payable, in part, from and secured by a pledge of and lien on the
Pledged Revenues of the System and designated as follows:
(1) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2015", dated October 1, 2015, in the
original amount of$10,020,000; and
(2) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2016", dated December 1, 2015, in the original
amount of$2,000,000; and
(3) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2016A", dated July 1, 2016, in the original
amount of$16,430,000; and
(4) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2017", dated May 1, 2017, in the
original amount of$2,500,000; and
(5) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2018A", dated June 1, 2018, in the original
amount of$14,315,000; and
(6) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2018B", dated June 1, 2018, in the
original amount of$7,490,000; and
136274698.5 -23-
(7) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2021A", dated September 1, 2021, in
the original amount of$8,485,000; and
(8) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2021B", dated September 1, 2021, in
the original amount of$8,940,000;
(9) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2022A", dated July 15, 2022, in the original
amount of$10,205,000;
(10) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2022B", dated July 15, 2022, in the
original amount of$9,160,000;
(11) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2023A", dated July 11, 2023, in the original
amount of$5,880,000;
(12) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2023B", dated July 11, 2023, in the
original amount of$8,560,000; and
(13)Upon issuance, the Certificates and the Taxable Series 2024B Certificates;
and (ii) obligations hereafter issued to refund any of the foregoing as determined by the City
Council in accordance with any applicable law.
Q. The term Maintenance and Operating Expenses shall mean the expenses of
operation and maintenance, including all salaries, labor, materials, repairs and extensions
necessary to maintain and operate the System; provided, however, that only such repairs and
extensions as in the judgment of the City Council, reasonably and fairly exercised, are necessary
to keep the System in operation and render adequate service to the City and the inhabitants thereof,
or such as might be necessary to meet some physical action or condition which would otherwise
impair the security of any bonds or other obligations payable from and secured,in whole or in part,
by a lien on the Net Revenues derived from the ownership and operation of the System shall be
deducted in determining Net Revenues.
R. The term Net Revenues for any period shall mean the Gross Revenues of the System
less the Maintenance and Operating Expenses of the System.
S. The term Ordinance shall mean this ordinance as finally passed and adopted by the
City Council of the City.
T. The term Outstanding when used in this Ordinance with respect to Certificates shall
mean, as of the date of determination, all Certificates issued and delivered under this Ordinance,
except:
136274698.5 -24-
(1) those Certificates canceled by the Paying Agent/Registrar or delivered to
the Paying Agent/Registrar for cancellation;
(2) those Certificates for which payment has been duly provided by the City in
accordance with the provisions of Section 29 of this Ordinance; and
(3) those Certificates that have been mutilated, destroyed, lost, or stolen and
replacement Certificates have been registered and delivered in lieu thereof as provided in
Section 25 of this Ordinance.
U. The term Pledged Revenues shall mean, while the Certificates remain Outstanding,
an amount of Net Revenues not in excess of$1,000. The Pledged Revenues shall be deposited,
allocated, and expended in accordance with Section 10 of this Ordinance.
V. The term Pledged Revenue Amount shall mean the total amount, not to exceed
$1,000 while the Certificates are Outstanding, of Net Revenues that may be transferred in whole
or in part by the City in any given Fiscal Year(however, any amounts transferred prior to the final
maturity date of the Certificates may not exceed the total amount of $1,000) to the Certificate
Fund.
W. The term Pricing Officer shall mean either of the City Manager,the Chief Financial
Officer, or the Director of Finance and Procurement of the City (which shall include any person
serving in the foregoing capacity on an interim or non-permanent basis).
X. The term Purchasers shall mean the initial purchaser or purchasers of the
Certificates named in Section 26 of this Ordinance.
Y. The term Senior Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation or any similar obligations currently outstanding or hereafter issued by the
City that are payable wholly or in part from and equally and ratably secured by a prior and first
lien on and pledge of the Net Revenues of the System, all as further provided in Section 20 of this
Ordinance, and (ii) any obligations hereafter issued to refund the foregoing if issued in a manner
so as to be payable from and equally and ratably secured by a prior and first lien on and pledge of
the Net Revenues of the System as determined by the City Council in accordance with any
applicable law.
Z. The term Series 2024 Bonds shall mean the"City of Corpus Christi, Texas General
Improvement Bonds, Series 2024", authorized and issued pursuant to an ordinance adopted
concurrently herewith.
AA. The term Stated Maturity shall mean the annual principal payments of the
Certificates payable on March 1 of each year the Certificates are Outstanding as set forth in Section
2 of this Ordinance.
BB. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation, or any similar obligations currently outstanding or hereafter issued by
the City that are payable, in whole or in part, from and equally and ratably secured by a lien on
and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the
136274698.5 -25-
lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any
Senior Lien Obligations currently outstanding or hereafter issued by the City, but prior and
superior to the lien on and pledge of the Net Revenues securing the payment of any Inferior Lien
Obligations hereafter issued by the City and the currently outstanding Limited Pledge Obligations
(including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the
City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued
to refund any of the foregoing that are payable from and equally and ratably secured by a
subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council
in accordance with any applicable law.
CC. The term System shall mean a plant, composting process plant,incinerator, sanitary
landfill, transfer station, or other works and equipment that is acquired, installed, or operated to
collect, handle, store, process, recover material or energy from, or dispose of solid waste, and
includes sites for those works and equipment.
DD. The term Taxable Series 2024B Certificates shall mean the"City of Corpus Christi,
Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series
202413", authorized and issued pursuant to an ordinance adopted concurrently herewith.
SECTION 10. Certificate Fund - Investments. For the purpose of paying the interest on
and to provide a sinking fund for the payment,redemption, and retirement of the Certificates,there
shall be and is hereby created a special fund to be designated "COMBINATION TAX AND
LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2024A
INTEREST AND SINKING FUND" (the Certificate Fund, which fund shall be kept and
maintained at the Depository, and money deposited in such fund shall be used for no other purpose.
Authorized Representatives of the City are hereby authorized and directed to make withdrawals
from the Certificate Fund sufficient to pay the purchase price or the amount of principal of,
premium, if any, and interest on the Certificates as the same become due and payable, or the
purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money
on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or
interest stated to mature on the Certificates, such transfer of funds to the Paying Agent/Registrar
to be made in such manner as will cause immediately available funds to be deposited with the
Paying Agent/Registrar on or before the business day next preceding each interest and principal
payment date for the Certificates.
The City, at its sole discretion, may deposit the Pledged Revenue Amount to the Certificate
Fund. The Pledged Revenue Amount, if deposited, shall be expended annually to pay principal of
and interest on the Certificates as the same become due and payable. This Pledged Revenue
Amount shall be accounted for and transferred to the Paying Agent/Registrar in accordance with
the provisions of the previous paragraph of this Section.
Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund
created and established by this Ordinance may, at the option of the City,be placed in time deposits,
certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as
permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas
Government Code, secured (to the extent not insured by the Federal Deposit Insurance
Corporation)by obligations of the type hereinafter described, or be invested, as authorized by any
136274698.5 -26-
law, including investments held in book-entry form, in securities, including, but not limited to,
direct obligations of the United States of America, obligations guaranteed or insured by the United
States of America, which, in the opinion of the Attorney General of the United States, are backed
by its full faith and credit or represent its general obligations, or invested in indirect obligations of
the United States of America, including, but not limited to, evidences of indebtedness issued,
insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal
Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government
National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage
Association, Small Business Administration, or Federal Housing Association; provided that all
such deposits and investments shall be made in such a manner that the money required to be
expended from such fund will be available at the proper time or times. All interest and income
derived from deposits and investments in any fund established pursuant to the provisions of this
Ordinance shall be credited to, and any losses debited to, such fund. All such investments shall be
sold promptly when necessary to prevent any default in connection with the Certificates.
SECTION 11. Tax Lew. To provide for the payment of the Debt Service Requirements
on the Certificates being (i) the interest on the Certificates and (ii) a sinking fund for their
redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater),
there shall be and there is hereby levied for the current year and each succeeding year thereafter
while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax, within the
limitations prescribed by law, on each one hundred dollars valuation of taxable property in the
City, adequate to pay such Debt Service Requirements, full allowance being made for
delinquencies and costs of collection; said tax shall be assessed and collected each year and applied
to the payment of the Debt Service Requirements, and the same shall not be diverted to any other
purpose. The taxes so levied and collected shall be paid into the Certificate Fund and are thereafter
pledged to the payment of the Certificates. The City Council hereby declares its purpose and intent
to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it
having been determined that the existing and available taxing authority of the City for such purpose
is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness
and obligations of the City.
The amount of taxes to be provided annually for the payment of the principal of and interest
on the Certificates shall be determined and accomplished in the following manner:
A. Prior to the date the City Council establishes the annual tax rate and passes an
ordinance levying ad valorem taxes each year, the City Council shall determine:
(1) the amount of Debt Service Requirements to become due and payable on
the Certificates between the Collection Date for the taxes then to be levied and the
Collection Date for the taxes to be levied during the next succeeding calendar year;
(2) the amount on deposit in the Certificate Fund after (a) deducting therefrom
the total amount of Debt Service Requirements to become due on Certificates prior to the
Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of
the Pledged Revenues, if any, or any other lawfully available funds to be appropriated and
allocated during such year to pay such Debt Service Requirements, if any, prior to the
Collection Date for the ad valorem taxes to be levied; and
136274698.5 -27-
(3) the amount of Pledged Revenues, if any, or any other lawfully available
funds appropriated and set aside for the payment of the Debt Service Requirements on the
Certificates between the Collection Date for the taxes then to be levied and the Collection
Date for the taxes to be levied during the next succeeding Fiscal Year.
B. The amount of taxes to be levied annually each year to pay the Debt Service
Requirements on the Certificates shall be the amount established in paragraph (1) above less the
sum total of the amounts established in paragraphs (2) and (3), after taking into consideration
delinquencies and costs of collecting such annual taxes.
SECTION 12. Pledge of Pledged Revenues. The City hereby covenants and agrees that,
subject to (i) any prior lien on and pledge of the Net Revenues of the System to the payment and
security of any Senior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien
Obligations currently outstanding or hereafter issued by the City and (ii) the lien on and pledge of
the Pledged Revenues (or such other limited amount of excess Net Revenues of the System)to the
payment and security of the currently outstanding Limited Pledge Obligations, the Pledged
Revenues are hereby irrevocably pledged to the payment of the principal of and interest on the
Certificates and the pledge of Pledged Revenues herein made for the payment of the Certificates
shall constitute a lien on the Pledged Revenues in accordance with the terms and provisions hereof
and be valid and binding without any physical delivery thereof or further act by the City.
SECTION 13. Revenue Fund. The City hereby covenants and agrees that all Gross
Revenues derived from the operation of the System shall be kept separate and apart from all other
funds, accounts and money of the City and shall be deposited as collected into the "CITY OF
CORPUS CHRISTI, TEXAS SOLID WASTE MANAGEMENT SYSTEM REVENUE FUND"
(the Revenue Fund. All money deposited in the Revenue Fund shall be pledged and appropriated
to the extent required for the following purposes and in the order of priority shown:
• First: to the payment of the reasonable and proper Maintenance and Operating
Expenses of the System required by statute or ordinances authorizing the issuance
of any indebtedness of the City to be a first charge on and claim against the Gross
Revenues of the System;
• Second: To the payment of the amounts that must be deposited in the special funds
and accounts created and established for the payment, security, and benefit of any
Senior Lien Obligations currently outstanding or hereafter issued by the City in
accordance with the terms and provisions of any ordinances authorizing their
issuance;
• Third: To the payment of the amounts that must be deposited in the special funds
and accounts created and established for the payment, security, and benefit of any
Subordinate Lien Obligations currently outstanding or hereafter issued by the City
in accordance with the terms and provisions of any ordinances authorizing their
issuance;
• Fourth: To the payment of the amounts that must be deposited in the special funds
and accounts created and established for the payment, security, and benefit of any
136274698.5 -28-
Inferior Lien Obligations currently outstanding or hereafter issued by the City in
accordance with the terms and provisions of any ordinances authorizing their
issuance; and
• Fifth: To the payment of the amounts that may be deposited in the special funds
and accounts established for the payment of the currently outstanding Limited
Pledge Obligations,including the Certificates and the Taxable Certificates, and any
Additional Limited Pledge Obligations hereafter issued by the City in accordance
with the terms and provisions of any ordinances authorizing their issuance.
Any Net Revenues remaining in the System Fund after satisfying the foregoing payments,
or making adequate and sufficient provision for the payment, security and benefit thereof, may be
appropriated and used for any other City purpose now or hereafter permitted by law.
SECTION 14. Deposits to Certificate Fund — Surplus Certificate Proceeds. The City
hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to a principal
and Interest Payment Date for the Certificates, from the Pledged Revenues in the System Fund,
after the deduction of all payments required to be made to the special funds or accounts created
for the payment, security, and benefit of the (i) any Senior Lien Obligations, Subordinate Lien
Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City and
(ii) the currently outstanding Limited Pledge Obligations and any Additional Limited Pledge
Obligations hereafter issued by the City, any amounts budgeted to be paid therefrom in such Fiscal
Year.
Accrued interest, if any, received from the Purchasers of the Certificates shall be deposited
to the Certificate Fund and ad valorem taxes levied and collected for the benefit of the Certificates
shall be deposited to the Certificate Fund. In addition, any surplus proceeds, including investment
income therefrom, from the sale of the Certificates not expended for authorized purposes shall be
deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise
required to be deposited in said fund from ad valorem taxes.
SECTION 15. Security of 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 16. Maintenance of System - Insurance. The City covenants and agrees that
while the Certificates remain Outstanding it will maintain and operate the System with all possible
efficiency and maintain casualty and other insurance (including a system of self-insurance) on the
properties of the System and its operations of a kind and in such amounts customarily carried by
municipal corporations in the State of Texas engaged in a similar type of business and that it will
faithfully and punctually perform all duties with reference to the System required by the laws of
the State of Texas. All money received from losses under such insurance policies, other than
public liability policies, are held for the benefit of the holders of the Certificates until and unless
the proceeds are paid out in making good the loss or damage in respect of which such proceeds are
received, either by replacing the property destroyed or repairing the property damaged, and
136274698.5 -29-
adequate provision for making good such loss or damage must be made within ninety (90) days
after the date of loss. The payment of premiums for all insurance policies required under the
provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this
Ordinance shall be construed as requiring the City to expend any funds which are derived from
sources other than the operation of the System but nothing herein shall be construed as preventing
the City from doing so.
SECTION 17. Rates and Charges. The City hereby covenants and agrees with the
Holders of the Certificates that rates and charges for solid waste collection services afforded by
the System will be established and maintained to provide Gross Revenues sufficient at all times:
A. to pay,together with any other lawfully available funds, all operating,maintenance,
depreciation, replacement, betterment, and other costs incurred in the maintenance and operation
of the System, including, but not limited to, Maintenance and Operating Expenses;
B. to produce Net Revenues sufficient, together with any other lawfully available
funds, to pay (i)the interest on and principal of any Senior Lien Obligations currently outstanding
or hereafter issued by the City as the same becomes due and payable and the amounts required to
be deposited in any special fund created and established for the payment, security, and benefit
thereof, (ii)the interest on and principal of any Subordinate Lien Obligations currently outstanding
hereafter issued by the City as the same becomes due and payable and the amounts required to be
deposited in any special fund created and established for the payment, security, and benefit thereof,
(iii)the interest on and principal of any Inferior Lien Obligations currently outstanding or hereafter
issued by the City as the same becomes due and payable and the amounts required to be deposited
in any special fund created and established for the payment, security, and benefit thereof, and (iv)
the amounts that may be deposited in the special funds established for the payment of the Limited
Pledge Obligations or any Additional Limited Pledge Obligations hereafter issued by the City; and
C. to pay other legally incurred indebtedness payable from the Net Revenues of the
System and/or secured by a lien on the System or the Net Revenues thereof.
SECTION 18. Records and Accounts - Annual Audit. The City further covenants and
agrees that so long as any of the Certificates remain Outstanding it will keep and maintain separate
and complete records and accounts pertaining to the operations of the System in which complete
and correct entries shall be made of all transactions relating thereto, as provided by Chapter 363,
as amended, Texas Health and Safety Code, or other applicable law. The Holders of the
Certificates or any duly authorized agent or agents of the Holders shall have the right to inspect
the System and all properties comprising the same. The City further agrees that, following the
close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an
independent firm of certified public accountants. Expenses incurred in making the annual audit of
the operations of the System are to be regarded as Maintenance and Operating Expenses.
SECTION 19. Remedies in Event of Default. In addition to all the rights and remedies
provided by the laws of the State of Texas, the City covenants and agrees particularly that in the
event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in
the observance or performance of any other of the covenants, conditions, or obligations set forth
in this Ordinance,the Holders of any of the Certificates shall be entitled to seek a writ of mandamus
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issued by a court of proper jurisdiction compelling and requiring the governing body of the City
and other officers of the City to observe and perform any covenant, condition, or obligation
prescribed in this Ordinance.
No delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver of any such default or acquiescence
therein, and every such right and power may be exercised from time to time and as often as may
be deemed expedient. The specific remedies herein provided shall be cumulative of all other
existing remedies and the specification of such remedies shall not be deemed to be exclusive.
SECTION 20. Issuance of Senior Lien Obligations - Subordinate Lien Obligations —
Inferior Lien Obligations — Additional Limited Pledge Obligations. The City hereby expressly
reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar
obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien
on the Net Revenues of the System with the following priorities, without limitation as to principal
amount, but subject to any terms, conditions, or restrictions applicable thereto under existing
ordinances, laws, or otherwise:
A. Senior Lien Obligations payable from and equally and ratably secured by a first and
prior lien on and pledge of the Net Revenues of the System;
B. Subordinate Lien Obligations payable from and equally and ratably secured by a
lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge
thereof securing the payment of any Senior Lien Obligations hereafter issued by the City, but prior
and superior to the lien on and pledge of the Net Revenues securing the payment of the Certificates
and any Inferior Lien Obligations or Additional Limited Pledge Obligations hereafter issued by
the City; and
C. Inferior Lien Obligations payable from and equally and ratably secured by a lien
on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof
securing the payment of any Senior Lien Obligations or Subordinate Lien Obligations hereafter
issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing,
in part, the payment of the currently outstanding Limited Pledge Obligations, the Certificates, the
Taxable Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City;
and
D. Additional Limited Pledge Obligations secured by a lien on and pledge of a limited
amount of the Net Revenues in accordance with the provisions of the following paragraph.
Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations, if
issued, may be payable, in whole or in part, from Net Revenues (without impairment of the
obligation of contract with the holders of the currently outstanding Limited Pledge Obligations
and the Certificates) upon such terms and conditions as the City Council may determine.
Additional Limited Pledge Obligations, if issued and payable, in whole or in part, from Pledged
Revenues (defined in the same or similar terms as provided in Section 9 of this Ordinance or in
the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations),
shall not in any event be construed to be payable from the Pledged Revenues authorized by this
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Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited
Pledge Obligations to be budgeted and appropriated for the payment of the Certificates or in the
ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations.
However, the lien on and pledge of the limited amount of Net Revenues securing, in part, the
payment of the Certificates, the Limited Pledge Obligations and any Additional Limited Pledge
Obligations shall be subordinate and inferior to the pledge of and lien on the Net Revenues securing
the payment of any Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien
Obligations hereafter issued by the City.
SECTION 21. Special Covenants. The City hereby further covenants that:
A. it has the lawful power to pledge the Pledged Revenues supporting the Certificates
and has lawfully exercised said powers under the laws of the State of Texas, including power
existing under Chapter 363, as amended, Texas Health and Safety Code, and the Certificate of
Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through
Section 271.064, and the City's Home Rule Charter; and
B. other than for the payment of the currently outstanding Senior Lien Obligations,
Subordinate Lien Obligations, and the Limited Pledge Obligations, the Net Revenues of the
System have not in any manner been pledged to the payment of any debt or obligation of the City
or of the System.
SECTION 22. Application of the Covenants and Agreements of the Senior Lien
Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations. It is the intention of the
City Council and accordingly hereby recognized and stipulated that the provisions, agreements,
and covenants contained herein bearing upon the management and operations of the System, and
the administration and application of Gross Revenues derived from the operation thereof, shall to
the extent possible be harmonized with like provisions, agreements, and covenants contained in
the ordinances authorizing the issuance of any Senior Lien Obligations, Subordinate Lien
Obligations, or Inferior Lien Obligations currently outstanding or hereafter issued by the City, and
to the extent of any irreconcilable conflict between the provisions contained herein and in the
ordinances authorizing the issuance of any Senior Lien Obligations, Subordinate Lien Obligations,
or Inferior Lien Obligations hereafter issued, the provisions, agreements and covenants contained
therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially
the priority of rights and benefits conferred thereby to the holders of any Senior Lien Obligations,
Subordinate Lien Obligations, or Inferior Lien Obligations hereafter issued. It is expressly
recognized that prior to the issuance of any Senior Lien Obligations, Subordinate Lien Obligations,
or Inferior Lien Obligations,the City must comply with each of the conditions precedent contained
in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations
and the Certificates, as appropriate.
SECTION 23. 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.
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In any case where notice to Holders is given by mail, neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Holders. Where this Ordinance provides for notice in any
manner, such notice may be waived in writing by the Holder entitled to receive such notice, either
before or after the event with respect to which such notice is given, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
SECTION 24. Cancellation. All Certificates surrendered for payment, redemption,
transfer, exchange, or replacement,if surrendered to the Paying Agent/Registrar, shall be promptly
canceled by it and,if surrendered to the City, shall be delivered to the Paying Agent/Registrar and,
if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may
at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously
certified or registered and delivered which the City may have acquired in any manner whatsoever,
and all Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All
canceled Certificates held by the Paying Agent/Registrar shall be destroyed as directed by the City.
SECTION 25. Mutilated, Destroyed, Lost, and Stolen Certificates. If(1) any mutilated
Certificate is surrendered to the Paying Agent/Registrar, or the City and the Paying
Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any
Certificate, and (2) there is delivered to the City and the Paying Agent/Registrar such security or
indemnity as may be required to save each of them harmless, then, in the absence of notice to the
City or the Paying Agent/Registrar that such Certificate has been acquired by a bona fide
purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate,
a new Certificate 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 Certificate has become or is about to
become due and payable, the City in its discretion may, instead of issuing a new Certificate, pay
such Certificate.
Upon the issuance of any new Certificate or payment in lieu thereof, under this Section,
the City may require payment by the Holder of a sum sufficient to cover any tax or other
governmental charge imposed in relation thereto and any other expenses and charges (including
attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith.
Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed,
lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City, whether
or not the mutilated, destroyed, lost, or stolen Certificate 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 Certificates.
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 Certificates.
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SECTION 26. Sale of the Certificates — Official Statement Approval — Approval of
Purchase Contract - Use of Certificate Proceeds. The Certificates authorized by this Ordinance
are hereby sold by the City to Robert W. Baird&Co.Incorporated, as the authorized representative
of a group of underwriters at a negotiated sale (the Purchasers, having all the rights, benefits, and
obligations of a Holder)in accordance with the provisions of a Purchase Contract, dated May 15,
2024 (the Purchase Contract), attached hereto as Exhibit B and incorporated herein by reference
as a part of this Ordinance for all purposes. The Initial Certificate shall be registered in the name
of the Robert W. Baird & Co. Incorporated. The pricing and terms of the sale of the Certificates
are hereby found and determined to be the most advantageous reasonably obtainable by the City.
Any Pricing Officer is hereby authorized and directed to execute the Purchase Contract for and on
behalf of the City and as the act and deed of the City Council, and in regard to the approval and
execution of the Purchase Contract, the City Council hereby finds, determines and declares that
the representations, warranties, and agreements of the City contained in the Purchase Contract are
true and correct in all material respects and shall be honored and performed by the City. Delivery
of the Certificates to the Purchasers shall occur as soon as practicable after the adoption of this
Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract.
Furthermore, the City hereby ratifies, confirms, and approves in all respects (i)the City's
prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in
accordance with the Rule (hereinafter defined) and (ii)the use and distribution of the Preliminary
Official Statement by the Purchasers in connection with the public offering and sale of the
Certificates. The final Official Statement,being a modification and amendment of the Preliminary
Official Statement to reflect the terms of sale (together with such changes approved by an
Authorized Representative), shall be and is hereby in all respects approved and the Purchasers are
hereby authorized to use and distribute the final Official Statement, dated May 15, 2024, in the
reoffering, sale and delivery of the Certificates to the public. The Mayor and/or City Secretary are
further authorized and directed to manually execute and deliver for and on behalf of the City copies
of the Official Statement in final form as may be required by the Purchasers, and such final Official
Statement in the form and content manually executed by said officials shall be deemed to be
approved by the City Council and constitute the Official Statement authorized for distribution and
use by the Purchasers. The proper officials of the City are hereby authorized to execute and deliver
a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of
payment for and delivery of the Certificates.
Proceeds from the sale of the Certificates shall be applied as follows:
(1) Accrued interest, if any, shall be deposited into the Certificate Fund.
(2) The City received a [net] reoffering premium from the sale of the
Certificates, which is hereby allocated by the City in the following manner: (1) $ to
pay the Purchasers' compensation, (2) $ to pay the costs of issuance, and (3) $
shall be deposited to the project construction fund.
(3) The amount of$ (being principal of the Certificates in the amount of
$ and a portion of the reoffering premium in the amount of $ as described
above), derived from the sale of the Certificates, after making the deposits to the Certificate
Fund as described in (1) above, shall be used to pay costs of issuance or deposited into the
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special construction account or accounts created for the projects to be constructed with the
proceeds of the Certificates. This special construction account shall be established and
maintained at the Depository and shall be invested in accordance with the provisions of
Section 10 of this Ordinance. The governing body of the City hereby appropriates from
this special construction account funds necessary to undertake these capital projects for
which the Certificates are issued (being those projects described in Section 1 hereof).
Interest earned on the proceeds of the Certificates pending completion of construction of
the projects financed with such proceeds shall be accounted for, maintained, deposited, and
expended as permitted by the provisions of Chapter 1201, as amended, Texas Government
Code, or as required by any other applicable law. Thereafter, such amounts shall be
expended in accordance with Section 14 of this Ordinance.
SECTION 27. Covenants to Maintain Tax-Exempt Status.
A. Definitions. When used in this Section, the following terms have the following
meanings:
Closing Date means the date on which the Certificates are first authenticated and
delivered to the initial purchasers against payment therefor.
Code means the Internal Revenue Code of 1986, as amended by all legislation, if
any, effective on or before the Closing Date.
Computation Date has the meaning set forth in Section 1.148-1(b) of the
Regulations.
Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the
Regulations, of the Certificates.
Investment has the meaning set forth in Section 1.148-1(b) of the Regulations.
Nonpurpose Investment means any investment property, as defined in
section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and
which is not acquired to carry out the governmental purposes of the Certificates.
Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations.
Regulations means any proposed, temporary, or final Income Tax Regulations
issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal
Revenue Code of 1954, which are applicable to the Certificates. Any reference to any
specific Regulation shall also mean, as appropriate, any proposed, temporary or final
Income Tax Regulation designed to supplement, amend or replace the specific Regulation
referenced.
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Yield of
(1) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations; and
(2) the Certificates means the combined yield of the Certificates and the
Series 2024 Bonds, treated as a single issue within the meaning set forth in
Section 1.148-4 of the Regulations.
B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of,
or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction
or improvement of which is to be financed directly or indirectly with Gross Proceeds)in a manner
which if made or omitted, respectively, would cause the interest on any Certificate to become
includable in the gross income, as defined in section 61 of the Code, of the owner thereof for
federal income tax purposes. Without limiting the generality of the foregoing, unless and until the
City receives a written opinion of counsel nationally recognized in the field of municipal bond law
to the effect that failure to comply with such covenant will not adversely affect the exemption from
federal income tax of the interest on any Certificate,the City shall comply with each of the specific
covenants in this Section.
C. No Private Use or Private Payments. Except to the extent that it will not cause the
Certificates to become"private activity bonds" within the meaning of section 141 of the Code and
the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity
of Certificates:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly
with Gross Proceeds of the Certificates, and not use or permit the use of such Gross
Proceeds(including all contractual arrangements with terms different than those applicable
to the general public) or any property acquired, constructed or improved with such Gross
Proceeds in any activity carried on by any person or entity (including the United States or
any agency, department and instrumentality thereof)other than a state or local government,
unless such use is solely as a member of the general public; and
(2) not directly or indirectly impose or accept any charge or other payment by
any person or entity who is treated as using Gross Proceeds of the Certificates or any
property the acquisition, construction or improvement of which is to be financed or
refinanced directly or indirectly with such Gross Proceeds, other than taxes of general
application within the City or interest earned on investments acquired with such Gross
Proceeds pending application for their intended purposes.
D. No Private Loan. Except as would not cause the Certificates to become "private
activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings
thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to
any person or entity other than a state or local government. For purposes of the foregoing covenant,
such Gross Proceeds are considered to be "loaned" to a person or entity if- (1)property acquired,
constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a
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transaction which creates a debt for federal income tax purposes; (2) capacity in or service from
such property is committed to such person or entity under a take-or-pay, output or similar contract
or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross
Proceeds or any property acquired, constructed or improved with such Gross Proceeds are
otherwise transferred in a transaction which is the economic equivalent of a loan.
E. Not to Invest at Higher Yield. Except as would not cause the Certificates to become
"arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings
thereunder, the City shall not at any time prior to the final Stated Maturity of the Certificates
directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the
Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed
of, materially exceeds the Yield of the Certificates.
F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder,the City shall not take or omit to take any action
which would cause the Certificates to be federally guaranteed within the meaning of section 149(b)
of the Code and the Regulations and rulings thereunder.
G. Information Report. The City shall timely file the information required by section
149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary may prescribe.
H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section
148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and apart from
all other funds (and receipts, expenditures and investments thereof) and shall retain all
records of accounting for at least six years after the day on which the last Outstanding
Certificate is discharged.However,to the extent permitted by law,the City may commingle
Gross Proceeds of the Certificates with other money of the City, provided that the City
separately accounts for each receipt and expenditure of Gross Proceeds and the obligations
acquired therewith.
(2) Not less frequently than each Computation Date, the City shall calculate the
Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the
Regulations and rulings thereunder. The City shall maintain such calculations with its
official transcript of proceedings relating to the issuance of the Certificates until six years
after the final Computation Date.
(3) As additional consideration for the purchase of the Certificates by the
Purchasers and the loan of the money represented thereby and in order to induce such
purchase by measures designed to insure the excludability of the interest thereon from the
gross income of the owners thereof for federal income tax purposes, the City shall pay to
the United States out of the Certificate Fund or its general fund, as permitted by applicable
Texas statute, regulation or opinion of the Attorney General of the State of Texas, the
amount that when added to the future value of previous rebate payments made for the
136274698.5 -3 7-
Certificates equals (i)in the case of a Final Computation Date as defined in Section 1.148-
3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such
date; and(ii)in the case of any other Computation Date,ninety percent(90%)of the Rebate
Amount on such date. In all cases, the rebate payments shall be made at the times, in the
installments, to the place and in the manner as is or may be required by section 148(f) of
the Code and the Regulations and rulings thereunder, and shall be accompanied by Form
8038-T or such other forms and information as is or may be required by section 148(f) of
the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors are
made in the calculations and payments required by paragraphs (2) and (3), and if an error
is made, to discover and promptly correct such error within a reasonable amount of time
thereafter (and in all events within one hundred eighty (180) days after discovery of the
error), including payment to the United States of any additional Rebate Amount owed to
it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations.
I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection H of this Section
because such transaction results in a smaller profit or a larger loss than would have resulted if the
transaction had been at arm's length and had the Yield of the Certificates not been relevant to
either party.
J. Certificates Not Hedge Bonds.
(1) The City reasonably expects to spend at least 85%of the spendable proceeds
of the Certificates within three years after such Certificates are issued.
(2) Not more than 50% of the proceeds of the Certificates will be invested in
Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or
more.
K. Elections. The City hereby directs and authorizes the Mayor, the Mayor Pro Tem,
any Authorized Representative, or any combination of them, to make elections permitted or
required pursuant to the provisions of the Code or the Regulations, as they deem necessary or
appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar
or other appropriate certificate, form or document. Such elections shall be deemed to be made on
the Closing Date.
SECTION 28. Control and Custody of Certificates. The Mayor of the City shall be and
is hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas and shall take and have charge and
control of the Certificates pending their approval by the Attorney General, the registration thereof
by the Comptroller of Public Accounts and the delivery of the Certificates to the Purchasers.
Furthermore, each Authorized Representative is hereby authorized and directed to furnish
and execute such documents relating to the City and its financial affairs as may be necessary for
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the issuance of the Certificates, the approval of the Attorney General of the State of Texas and
their registration by the Comptroller of Public Accounts of the State of Texas and, together with
the City's financial advisor, bond counsel, and the Paying Agent/Registrar, make the necessary
arrangements for the delivery of the Initial Certificate to the Purchasers and the initial exchange
thereof for definitive Certificates.
SECTION 29. Satisfaction of Obligation of City. If the City shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest
on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of
taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all
covenants, agreements, and other obligations of the City to the Holders shall thereupon cease,
terminate, and be discharged and satisfied.
Certificates, 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 Certificates or the principal amount(s)thereof at Stated Maturity or to the redemption
date therefor,together with all interest due thereon, shall have been irrevocably deposited with and
held in trust by the Paying Agent/Registrar, or an authorized escrow agent, and/or(ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities that mature as to principal and interest in
such amounts and at such times as will insure the availability, without reinvestment, of sufficient
money, together with any money deposited therewith, if any, to pay when due the principal of and
interest on such Certificates, 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 Certificates, the City shall deliver a certificate from its financial
advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third
party concerning the deposit of cash and/or Government Securities to pay, when due, the principal
of, redemption premium (if any), and interest due on any defeased Certificates. As and to the
extent applicable, if at all, the City covenants that no deposit of money or Government Securities
will be made under this Section and no use made of any such deposit which would cause the
Certificates to be treated as arbitrage bonds within the meaning of section 148 of the Code (as
defined in Section 27 hereof).
Any money so deposited with the Paying Agent/Registrar, and all income from
Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent,
pursuant to this Section which is not required for the payment of the Certificates, or any principal
amount(s) thereof, or interest thereon with respect to which such money has been so deposited
shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by
the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and
remaining unclaimed for a period of three(3)years after the Stated Maturity of the Certificates, or
applicable redemption date, such money was deposited and is held in trust to pay shall upon the
request of the City be remitted to the City against a written receipt therefor, subject to the
unclaimed property laws of the State of Texas.
Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided
that any determination not to redeem defeased Certificates that is made in conjunction with the
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payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided
that: (1)in the proceedings providing for such defeasance, the City expressly reserves the right to
call the defeased Certificates for redemption; (2)gives notice of the reservation of that right to the
owners of the defeased Certificates immediately following the defeasance; (3) directs that notice
of the reservation be included in any redemption notices that it authorizes; and (4) at the time of
the redemption, satisfies the conditions of(i) or (ii) above with respect to such defeased debt as
though it was being defeased at the time of the exercise of the option to redeem the defeased
Certificates, after taking the redemption into account in determining the sufficiency of the
provisions made for the payment of the defeased Certificates.
SECTION 30. Printed Opinion. The Purchasers' obligation to accept delivery of the
Certificates is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP,
Austin, Texas, as Bond Counsel, approving certain legal matters as to the Certificates, the opinion
to be dated and delivered as of the date of initial delivery and payment for the Certificates. Printing
of a true and correct copy of the opinion on the reverse side of each of the Certificates, with
appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of
the City is hereby approved and authorized.
SECTION 31. CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Certificates shall be of no significance or effect as regards the legality
thereof, and neither the City nor Bond Counsel are to be held responsible for CUSIP numbers
incorrectly printed or typed on the definitive Certificates.
SECTION 32. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 33. Ordinance a Contract, Amendments - Outstanding Certificates. The City
acknowledges that the covenants and obligations of the City herein contained are a material
inducement to the purchase of the Certificates. This Ordinance shall constitute a contract with the
Holders from time to time, binding on the City and its successors and assigns, and it shall not be
amended or repealed by the City so long as any Certificate remains Outstanding except as
permitted in this Section. The City may,without the consent of or notice to any Holders, from time
to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the
Holders,including the curing of any ambiguity,inconsistency, or formal defect or omission herein.
In addition, the City may, with the written consent of Holders holding a majority in aggregate
principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind
any of the provisions of this Ordinance; provided, however,that,without the consent of all Holders
of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time
or times of payment of the principal of and interest on the Certificates, reduce the principal amount
thereof or the rate of interest thereon, or in any other way modify the terms of payment of the
principal of, the redemption price therefor, or interest on the Certificates, (2) give any preference
to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of
Certificates required for consent to any such amendment, addition, or rescission.
SECTION 34. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied,
is intended or shall be construed to confer upon any person other than the City, Bond Counsel,
136274698.5 -40-
Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or
by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Paying
Agent/Registrar, and the Holders.
SECTION 35. Inconsistent Provisions. All ordinances and 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 ordained herein.
SECTION 36. 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 37. Severability. If any provision of this Ordinance or the application thereof
to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the
application of such provision to other persons and circumstances shall nevertheless be valid, and
the City Council hereby declares that this Ordinance would have been enacted without such invalid
provision.
SECTION 38. 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 39. Incorporation of Preamble Recitals. The recitals contained in the
preamble hereof are hereby found to be true, and such recitals are hereby made a part of this
Ordinance for all purposes and are adopted as a part of the judgment and findings of the City
Council of the City.
SECTION 40. Authorization of Paying Agent/Registrar Agreement. The City Council
of the City hereby finds and determines that it is in the best interest of the City to authorize the
execution of a Paying Agent/Registrar Agreement concerning the payment, exchange,registration,
and transferability of the Certificates. A copy of the Paying Agent/Registrar Agreement is attached
hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions
of this Ordinance.
SECTION 41. Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code.
SECTION 42. Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall
most effectively approximate such required publication and the giving of such notice in such
136274698.5 -41-
manner shall for all purposes of this Ordinance be deemed to be in compliance with the
requirements for publication thereof.
SECTION 43. No Recourse Against City Officials. No recourse shall be had for the
payment of principal of, premium, if any, or interest on any Certificate or for any claim based
thereon or on this Ordinance against any official of the City or any person executing any
Certificate.
SECTION 44. 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
"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 City shall file annually with the MSRB, (1) within six months after the end of each
fiscal year of the City ending in or after 2024,financial information and operating data with respect
to the System of the general type included in the final Official Statement authorized by Section 26
of this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as
part of such financial information and operating data, audited financial statements of the City,
when and if available. Any financial statements so to be provided shall be (i)prepared in
accordance with the accounting principles described in Exhibit C hereto, or such other accounting
principles as the City may be required to employ from time to time pursuant to state law or
regulation, and (ii) audited, if the City commissions an audit of such financial statements and the
audit is completed within the period during which they must be provided. If the audit of such
136274698.5 -42-
financial statements is not complete within such period, then the City shall file unaudited financial
statements within such period and audited financial statements for the applicable fiscal year to the
MSRB,when and if the audit report on such financial statements becomes available. Under current
Texas law,including,but not limited to, Chapter 103, as amended, Texas Local Government Code,
the City must have its records and accounts audited annually and shall have an annual financial
statement prepared based on the audit. The annual financial statement, including the auditor's
opinion on the statement, shall be filed in the office of the City Secretary within one hundred eighty
(180) days after the last day of the City's fiscal year. Additionally,upon the filing of this financial
statement and the annual audit, these documents are subject to the Texas Open Records Act, as
amended, Texas Government Code, Chapter 552.
If the City changes its fiscal year, it will file notice of such change (and of the date of the
new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
C. Notice of Certain Events.
The City shall file notice of any of the following events with respect to the Certificates to
the MSRB in a timely manner and not more than 10 business days after occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701-
TEB), or other material notices or determinations with respect to the tax status of the
Certificates, or other material events affecting the tax status of the Certificates;
(7) Modifications to rights of holders of the Certificates if material;
(8) Certificate calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the
Certificates, if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
136274698.5 -43-
(13) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material;
(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,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement, or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
City, 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 City shall file notice with the MSRB, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with this Section by the time
required by this Section.
D. Limitations, Disclaimers, and Amendments.
The City shall be obligated to observe and perform the covenants specified in this Section
for so long as, but only for so long as, the City remains an "obligated person" with respect to the
Certificates within the meaning of the Rule, except that the City in any event will give notice of
any deposit that causes the Certificates to be no longer Outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
136274698.5 -44-
in accordance with this Section or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT
ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT
AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the City,but only if(1)the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in
the primary offering of the Certificates in compliance with the Rule, taking into account any
amendments or interpretations of the Rule to the date of such amendment, as well as such changed
circumstances, and (2) either (a)the holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the Outstanding Certificates consent to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the holders and beneficial owners of the
Certificates. The City may also repeal or amend the provisions of this Section if the SEC amends
or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, and the City also may amend the provisions of this
Section in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from lawfully
purchasing or selling Certificates in the primary offering of the Certificates, giving effect to (a)
such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City
so amends the provisions of this Section, the City shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
E. Information Format; Incorporation by Reference.
The City information required under this Section shall be filed with the MSRB through
EMMA in such format and accompanied by such identifying information as may be specified from
136274698.5 -45-
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 Certificates is subject to the provisions of the Rule and because
the potential "underwriters" in a negotiated sale of the Certificates or the initial purchasers in a
competitive sale of the Certificates 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 adopts the General Policies and Procedures Concerning Compliance with the Rule (the
Policies and Procedures), attached hereto as Exhibit E,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 Representative 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 Representative to be
necessary or desirable for or with respect to future compliance with the Undertaking.
SECTION 45. Book-Entry Only System.
The Certificates shall initially be registered so as to participate in a securities depository
system (the DTC System) with The Depository Trust Company, New York, New York, or any
successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Certificates shall
be issued (following cancellation of the Initial Certificate described in Section 7) in the form of a
separate single definitive Certificate. Upon issuance, the ownership of each such Certificate shall
be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding
Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and
the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such
letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including
the Letter of Representations attached hereto as Exhibit D (the Representation Letter).
With respect to the Certificates registered in the name of Cede& Co., as nominee of DTC,
the City and the Paying Agent/Registrar shall have no responsibility or obligation to any
broker-dealer, bank, or other financial institution for which DTC holds the Certificates from time
to time as securities depository (a Depository Participant) or to any person on behalf of whom
136274698.5 -46-
such a Depository Participant holds an interest in the Certificates (an Indirect Participant).
Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar
shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC,
Cede & Co., or any Depository Participant with respect to any ownership interest in the
Certificates, (ii)the delivery to any Depository Participant or any other person, other than a
registered owner of the Certificates, as shown on the Security Register, of any notice with respect
to the Certificates, 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 Certificate, of
any amount with respect to principal of, premium, if any, or interest on the Certificates. While in
the DTC System, no person other than Cede& Co., or any successor thereto, as nominee for DTC,
shall receive a bond certificate evidencing the obligation of the City to make payments of principal,
premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks or drafts being mailed to the Holder,the word"Cede& Co."in this Ordinance shall
refer to such new nominee of DTC.
In the event that (a)the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (b)the Representation Letter
shall be terminated for any reason, or (c)DTC or the City determines that it is in the best interest
of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the
City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the
availability within a reasonable period of time through DTC of bond certificates, and the
Certificates shall no longer be restricted to being registered in the name of Cede& Co., as nominee
of DTC. At that time, the City may determine that the Certificates shall be registered in the name
of and deposited with a successor depository operating a securities depository system, as may be
acceptable to the City, or such depository's agent or designee, and if the City and the Paying
Agent/Registrar do not select such alternate securities depository system then the Certificates may
be registered in whatever name or names the Holders of Certificates transferring or exchanging
the Certificates shall designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Certificate 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 Certificate and all notices with respect to
such Certificate shall be made and given, respectively, in the manner provided in the
Representation Letter.
SECTION 46. Further Procedures. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial
sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, the Purchase
Contract, and the Official Statement. In addition, prior to the initial delivery of the Certificates,
the Authorized Representatives 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 and as described in the Official Statement necessary in order to (i)
136274698.5 -47-
correct any ambiguity or mistake or properly or more completely document the transactions
contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond
rating agencies, or (iii) obtain the approval of the Certificates by the Texas Attorney General's
office. In case any officer of the City whose signature shall appear on any certificate shall cease
to be such officer before the delivery of such certificate, such signature shall nevertheless be valid
and sufficient for all purposes the same as if such officer had remained in office until such delivery.
SECTION 47. Automatic Budget Amendments to Reflect Final Debt Service Payments.
To the extent that the City Council adopts an annual budget that includes payment of debt service
on any Certificates issued (or to be issued) pursuant to this Ordinance based on the City's
reasonable expectations and projections relative to the Certificates, such budget entries shall be
automatically adjusted to reflect actual debt service payments on those Certificates coming due
during the period of time covered by such budget. Each Authorized Representative, or the
designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect
these final debt service amounts.
SECTION 48. City's Consent to Provide Information and Documentation to the Texas
MAC. The Municipal Advisory Council of Texas (the Texas MAC.), a non-profit membership
corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the
Internal Revenue Code and which serves as a comprehensive financial information repository
regarding municipal debt issuers in Texas, requires provision of written documentation regarding
the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC
and in compliance with applicable law, the City hereby consents to and authorizes any Authorized
Representative, the City's Bond Counsel, and/or the City's Financial Advisor to provide to the
Texas MAC information and documentation requested by the Texas MAC relating to the
Certificates; 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 Certificates.
SECTION 49. 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
Representative other than the Mayor the authority to independently select the counterparty to any
agreement with any paying agent/registrar, rating agency, securities depository, or any other
contract that is determined by an Authorized Representative (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
Certificates 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).
SECTION 50. 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.
136274698.5 -48-
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136274698.5 -49-
PASSED AND ADOPTED on the 14th day of May, 2024.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
APPROVED THIS 14th day of May, 2024:
Miles Risley, City Attorney
(CITY SEAL)
Signature Page to the Ordinance
S-1
INDEX OF SCHEDULES AND EXHIBITS
Schedule I—Approval Certificate
Exhibit A—Paying Agent/Registrar Agreement
Exhibit B —Purchase Contract
Exhibit C—Description of Annual Financial Information
Exhibit D—DTC Letter of Representations
Exhibit E— General Policies and Procedures Concerning Compliance With the Rule
[The remainder of this page intentionally left blank.]
136274698s Index-1
SCHEDULE I
APPROVAL CERTIFICATE
SEE TAB NO.
136274698s Index-I
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
SEE TAB NO.
136274698.5 A-1
EXHIBIT B
PURCHASE CONTRACT
SEE TAB NO.
136274698.5 B-1
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 44 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under
the headings of the Official Statement referred to) below:
(1) The City's audited financial statements for the most recently concluded fiscal year
of the general type or to the extent these audited financial statements are not available,the portions
of the unaudited financial statements of the City appended to the Official Statement as
Appendix B, but for the most recently concluded fiscal year.
(2) All quantitative financial information and operating data with respect to the City of
the general type included in the Official Statement under Tables numbered 1 through 6 and 8
through 12 ("Financial Information").
Accounting Principles
The accounting principles referred to in such Section are generally accepted accounting
principles for governmental units as prescribed by the Government Accounting Standards Board
from time to time.
136274698.5 C-1
EXHIBIT D
DTC LETTER OF REPRESENTATIONS
SEE TAB NO.
136274698.5 D-1
EXHIBIT E
GENERAL POLICIES AND PROCEDURES
CONCERNING COMPLIANCE WITH THE RULE
I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 44 of
the Ordinance. Certificates refer to the Certificates 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 44C 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 Certificates 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 or the Director of Finance and Procurement (each, a
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 44B of the Ordinance;
136274698.5 E-I
3. the Compliance Officer shall promptly determine the occurrence of any of the events
described in Section 44C of the Ordinance;
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 Certificates;
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.
136274698.5 E-2
I
Tax Exempt Certificates of Obligation
Delegation Ordinance
Legistar #24-0621
City Council Meeting
April 23, 2024
Financing of Capital Projects
• Capital Improvement Projects (CIP) and funding are
approved in the City's Capital Budget
• Reimbursement resolution was approved by City Council
on December 20, 2022 and June 27, 2023 to begin using
funds for the projects
• Capital Budget staff assesses funding needs for next 12-18
months to determine what debt needs to be issued to
fund current and prior year approved projects
• Today - First reading of an ordinance delegating the
authority to certain city staff to approve the sale of Taxable
Certificates of Obligation within stated parameters
Summary of Financial Transaction
• Issuance of Tax Exempt Certificates of Obligation in an
amount not to exceed $39,400,000 to fund
improvements to streets, City facilities, and public safety
facilities.
Projects to be Funded
Project Name Amount
Streets:
Alameda(Texan Trail to Chamberlain) $2,017,404
Everhart(Alameda to Staples) $2,080,797
Everhart(SPID to McArdle) $637,730
Everhart(Staples to McArdle) $848,176
McArdle(Kostoryzto Carroll Lane) $3,102,418
North Lexington(Leopard to Hopkins) $2,731,613
Leopard Street(Crosstown Expressway to Palm Drive) $1,000,000
Parks:
South Bay Park $815,000
Fir---.
FDHQ-DSD Foundation Repair $53,338
Fire Station#3 $6,680,000
Police:
Police Headquarters $400,000
Police Training Academy $12,207,536
City-Facilities:
City Hall Council Chambers Renovations Ph.1/Ph.2 $625,540
City Hall Fencing and Gates $608,180
City Hall Lighting Improvements $217,904
City Hall Parking Lot $830,887
City Hall Roof $480,000
Facilities Administrative Offices $495,975
Fleet Administrative&Parts Facility $556,062
Fleet Vehicle Wash Facility $186,682
Public Health Department Building Improvements $2,825,140
TOTAL $39,400,382
4
Steps for Issuance
Specific steps must be followed per state law for the issuance of
Certificates of Obligation:
• March 19, 2024— Notice of Intention (NOI) approved by City Council
• March 24, 2024 and April 1, 2024— NOI published in the Corpus Christi Caller-
Times
• April 23, 2024 - First Reading of ordinance to authorize delegation of authority
• May 14, 2024 - Second reading and adoption of ordinance authorizing delegation
of authority
• May 16, 2024— Sale of Certificates of Obligation
• June 12, 2024— Closing Date for Certificates of Obligation
Ordinance#24-0621 Certificates of Obligation- Financing Plan Presentation April 23,2024
City of Corpus Christi, Texas
Victor Quiroga Dan Wegmiller
Managing Director Managing Director
711 N Carancahua St 248 Addie Roy Road
Suite 401 Suite 8746
SPECIALIZED PUBLIC FINANCE INC. Corpus Christi,Texas 78401 Austin,Texas 78746
FINANCIAL ADVISORY SERVICES 361.278.1310 512.820.6086
FL-1victor(a)spfmuni.com dan(a)spfmuni.com
Certificates of Obligation Financing Overview perApproved Budget
➢ Ordinance #24-0621 will allow for the issuance of Certificates of Obligation
PLANNED ISSUANCE* PRELIMINARY USE OF PROCEEDS
In Millions($)
1) Certificates of Obligation, Series 2024A
— Not to exceed $39,400,000
Streets $12.42
— Sale to be conducted on May 16t"
Parks & Recreation 0.82
— I&S tax-supported projects
Public Safety 19.34
City Facilities 6.83
Total $39.40
METHOD OF SALE
■ Open market financing through a
negotiated sale process
`Preliminary,subject to change.
SPECIALIZED PUBLIC FINANCE INC.
x..n c ., .o s o w. s e e v c s s CITY OF CORPUS CHRISTI,TEXAS 1
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r85� AGENDA MEMORANDUM
First Reading for the City Council Meeting of April 23, 2024
Second Reading for the City Council Meeting of May 14, 2024
DATE: April 11, 2024
TO: Peter Zanoni, City Manager
FROM: Alma I. Casas, Interim Director of Finance and Procurement
almac@cctexas.com
(361) 826-3610
Delegating the Authorization for the Issuance of Utility System Revenue
Improvement Bonds
CAPTION:
Consistent with the FY 2024 approved Three-Year Capital Improvement Program approved by
the Corpus Christi City Council on September 5, 2023, consideration and approval of ordinance
by the City Council of the City of Corpus Christi, Texas authorizing the issuance of its Utility
System Senior Lien Revenue Improvement and/or Refunding Bonds in one or more series (as
designated by purpose and series)for water, wastewater, and stormwater utility improvements in
an amount not to exceed $186,090,000 and refinancings in an amount not to exceed
$100,000,000 within set parameters and according to the plan of finance set by the City's financial
advisors; making provisions for the payment and security thereof by a first and prior lien on and
pledge of the net revenues of the City's utility system on a parity with certain currently outstanding
utility system revenue obligations; delegating the authority to the City Manager, Chief Financial
Officer, Director of Finance and Procurement and certain other authorized officials to approve
and execute documents relating to the issuance; and providing an effective date
SUMMARY:
The City intends to issue $186,090,000 of Utility System Junior Lien Revenue Improvement
Bonds to fund the Capital Improvement Program for utilities. The amount of bond issuance
included in the ordinance includes estimated costs of issuance and accounts for any fluctuations
in the bond market at the time of pricing. In addition, the City may issue up to $100,000,000 for
current refundings and for savings. The ordinance delegates the authority to issue the bonds to
the City Manager, Chief Financial Officer, or the Director of Finance and Procurement per the
plan of finance set by the City's financial advisors and within the parameters set forth in the
ordinance for net present value savings and true interest rate.
BACKGROUND AND FINDINGS:
Because of the fluctuating conditions in the municipal bond market and to ensure that all legal
documents are executed on a timely basis, our financial advisor has recommended that the City
Council delegate to the City Manager, Chief Financial Officer, and the Director of Finance and
Procurement - including any person serving in any of the foregoing capacities on an interim or
non-permanent basis (the "Authorized Officials") the authority to approve the sale of the bonds
subject to the following parameters:
1) The principal amount in total of all bonds sold may not exceed $286,090.000.
2) The true interest rate shall not exceed 5.50% per year.
3) Maximum maturity of July 15, 2054.
4) Minimum net savings on the refunding of$2,600,000.
The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the
Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter
1371, as amended, Texas Government Code.
On January 25, 2022, the City Council approved a reimbursement resolution to award contracts
for the utility projects Capital Improvement Plan (CIP) prior to the issuance of bonds. This agenda
item will allow for the issuance of Utility System Revenue Bonds to reimburse the City funds used
for these projects.
The City intends to issue bonds in an amount not to exceed $186,090,000 to fund Water,
Wastewater, Gas, and Stormwater projects included in the Capital Improvement plan. In addition
to the project funding, the City may issue bonds in an amount not to exceed $100,000,000 for up
to $100,000,000 in current refunding. The current refunding will be for savings and the City will
only move forward with these transactions if the savings achieved exceed a minimum savings of
$2,600,000.
Issuing bonds is a multi-step process. Staff will meet with rating agencies during the weeks of
April 1811 and April 2411, with expected ratings issued on May 3rd and May 10". The sale of the
bonds is expected in mid-June depending on market conditions with the financing closing in July.
The City Council will be updated with the final results of the issuance at completion.
ALTERNATIVES:
n/a
FISCAL IMPACT:
The fiscal impact of this ordinance is that it will generate $186,090,000 in bond proceeds for use
on utility system improvements approved in the CIP budget and possibly refund bonds totaling
$100,000,000 for savings.
COMMENTS:
None.
RECOMMENDATION:
Staff recommends approval of the ordinance as presented.
LIST OF SUPPORTING DOCUMENTS:
Ordinance
ORDINANCE
ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS AUTHORIZING THE ISSUANCE OF ITS UTILITY SYSTEM SENIOR
LIEN REVENUE IMPROVEMENT AND/OR REFUNDING BONDS IN ONE OR
MORE SERIES (AS DESIGNATED BY PURPOSE AND SERIES) FOR WATER,
WASTEWATER, AND STORMWATER UTILITY IMPROVEMENTS IN AN
AMOUNT NOT TO EXCEED $186,090,000 AND REFINANCINGS IN AN
AMOUNT NOT TO EXCEED $100,000,000, WITHIN SET PARAMETERS AND
ACCORDING TO THE PLAN OF FINANCE SET BY THE CITY'S FINANCIAL
ADVISORS; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY
THEREOF BY A FIRST AND PRIOR LIEN ON AND PLEDGE OF THE NET
REVENUES OF THE CITY'S UTILITY SYSTEM ON A PARITY WITH
CERTAIN CURRENTLY OUTSTANDING UTILITY SYSTEM REVENUE
OBLIGATIONS; STIPULATING THE TERMS AND CONDITIONS FOR THE
ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH;
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 PAYING AGENT/REGISTRAR AGREEMENTS, ONE OR
MORE ESCROW AGREEMENTS, AND ONE OR MORE PURCHASE
CONTRACTS; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE
LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE
DEPOSITORY TRUST COMPANY; DELEGATING AUTHORITY TO THE CITY
MANAGER, CHIEF FINANCIAL OFFICER, AND DIRECTOR OF FINANCE
AND PROCUREMENT TO EXECUTE CERTAIN DOCUMENTS RELATING TO
THE SALE OF EACH SERIES OF BONDS; AND PROVIDING AN EFFECTIVE
DATE
WHEREAS,the City Council(the City Council)of the City of Corpus Christi,Texas(the City)has
heretofore issued, and there are currently Outstanding, revenue bonds (the Previously Issued Parity
Obligations) secured by a first and prior lien on and pledge of the Net Revenues (hereinafter defined) of
the City's combined utility systems (as further described and defined herein,the System); and
WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued Parity
Obligations,the City reserved the right to issue revenue bonds on a parity with the Previously Issued Parity
Obligations (hereinafter defined) from time to time outstanding; and
WHEREAS,the City Council has heretofore issued,and there are currently outstanding,obligations
supported by a lien on and pledge of the Net Revenues of the System that are inferior to the lien thereon
and pledge thereof securing the Previously Issued Parity Obligations (the Previously Issued Subordinate
Lien Obligations); and
WHEREAS,the City Council has determined for the purpose of improving the credit quality of its
Previously Issued Parity Obligations,which has become its primary lien for issuing System debt,that it will
no longer issue "Priority Bonds"which were previously secured by a first and prior lien on and pledge of
the Net Revenues of the System; and
139702350.5
WHEREAS, on the date hereof, no Priority Bonds remain outstanding and all System revenue
obligations previously subordinate and inferior to the Priority Bonds in priority of lien on and pledge of Net
Revenues have been elevated in kind and as hereinbefore stated, and all Previously Issued Parity
Obligations hereinbefore issued with a "Junior Lien" designation are secured by a first and prior lien on
and pledge of the Net Revenues and the Bonds(defined herein)and any Additional Senior Lien Obligations
(defined herein) shall be secured by a first and prior lien on and pledge of the Net Revenues on parity with
the Previously Issued Parity Obligations; and
WHEREAS, the City Council has determined that the Bonds and any additional bonds issued on
parity with the Previously Issued Parity Obligations bear the designation"Senior Lien"to evidence the first
and prior lien on and pledge of the Net Revenues is the primary lien for issuing System debt; and
WHEREAS, the City Council does not intend to issue System debt bearing the "Junior Lien"
designation while any Previously Issued Parity Obligations bearing the "Junior Lien" designation remain
Outstanding; and
WHEREAS,the City Council has determined that a new series of Senior Lien Obligations payable
from and equally and ratably secured solely by a first and prior lien and pledge of the Net Revenues of the
System on parity with the lien on and pledge of the Net Revenues securing the Previously Issued Parity
Obligations should be issued for the purpose of designing, planning, building, improving, extending,
enlarging, and repairing the System; and
WHEREAS, pursuant to the provisions of Chapter 1371, as amended, Texas Government Code
(Chapter 1371) and Chapter 1502, as amended, Texas Government Code (Chapter 1502), and the City's
Home Rule Charter,the City Council is authorized to issue revenue bonds; and
WHEREAS, there are currently outstanding obligations in the aggregate principal amount of at
least$ ,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,as
amended(Chapter 1207),the City Council is authorized to issue revenue and refunding bonds and deposit
the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations or
directly with any place of payment for the Refunded Obligations, or other authorized depository, 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 requires that the deposit of the proceeds from the sale of the revenue
and refunding bonds be deposited directly with any designated escrow agent for the Refunded Obligations,
or directly with any place of payment for the Refunded Obligations, or other authorized depository, that is
not the depository bank of the City; and
WHEREAS, The Bank of New York Mellon Trust Company,N.A., Dallas, Texas currently serves
as the paying agent for the Refunded Obligations disclosed on Schedule I hereto; and
WHEREAS, The Bank of New York Mellon Trust Company,N.A., Dallas, Texas, which is not a
depository bank of the City,is appointed and will serve as the Paying Agent/Registrar(hereinafter defined);
and
WHEREAS, The Bank of New York Mellon Trust Company,N.A., Dallas, Texas, which is not a
depository bank of the City, is appointed and will serve as the Escrow Agent (hereinafter defined) for the
refunding bonds; and
139702350.5 -2-
WHEREAS,the City Council also hereby finds and determines that the Refunded Obligations are
scheduled to mature or are subject to being redeemed,not more than twenty(20)years from the date of the
Bonds herein authorized and such refunding will result in a net present value saving of approximately
$ ( %), which is more than %, and a gross savings of$ with respect to the Refunded
Obligations; and
WHEREAS, the Governing Body hereby finds and determines that, pursuant to the authority
provided by Chapter 1371,the delegation to the Authorized Officials (defined herein)with the authority to
execute an "approval certificate" (a form of which is attached hereto as Schedule I) to approve the final
terms of a series of bonds issued hereunder is in the best interest of the City; and
WHEREAS,the revenue and refunding bonds hereinafter authorized are to be issued and delivered
pursuant to the laws of the State of Texas, including the Act (defined herein), and the terms of this
Ordinance (hereinafter defined), for the purposes set forth in this Ordinance;and now therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS:
SECTION 1. Authorization-Designation-Principal Amount-Purpose. Revenue improvement
and refunding bonds of the City shall be and are hereby authorized to be issued in the aggregate principal
amount of AND NO/100 DOLLARS ($�, to be designated and bear the
title of CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM SENIOR LIEN REVENUE
IMPROVEMENT AND REFUNDING BONDS, SERIES 2024 (the Bonds), pursuant to this ordinance
adopted by the City Council(the Ordinance)for the purpose of(1)designing,planning,building,improving,
extending,enlarging, and repairing the System, (11)discharging and making final payment of the Refunded
Obligations, and (111) paying the costs of issuance relating thereto. The Bonds shall be payable from and
equally and ratably secured solely by a lien on and pledge of the Senior Lien Pledged Revenues, which
includes a first and prior lien on and pledge of Net Revenues that is on parity with the lien thereon and
pledge thereof securing the repayment of the Previously Issued Parity Obligations and is senior and superior
to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the
Inferior Lien Obligations. The Bonds are authorized to be issued pursuant to the authority conferred by
and in conformity with the laws of the State of Texas,including,particularly, Chapter 1207, Chapter 1371,
and Chapter 1502 (collectively,the Act).
As authorized by the Act, the Pricing Officer is hereby authorized, appointed, and designated as
the officer of the City authorized to individually act on behalf of the City in selling and delivering one or
more series of revenue improvement and/or refunding bonds authorized herein and carrying out the
procedures specified in this Ordinance, including approval of the following terms and provisions for each
series of revenue improvement and/or refunding bonds:
A. whether such series of bonds shall be issued as revenue improvement, refunding, or
revenue improvement and refunding bonds,and if refunding or revenue improvement and refunding bonds,
the identification and selection from the Refunding Candidates (defined herein) of those City 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
139702350.5 -3-
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 Dated 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 City'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;
J. the selection of the bond insurer and/or debt service reserve fund surety provider, if any,
with respect to the Bonds. If the Pricing Officer chooses to purchase a debt service reserve surety policy or
similar credit facility relating to the Bonds, then the Pricing Officer shall be permitted to execute an
insurance or similar reimbursement agreement in substantially the form attached hereto as Exhibit H(which
form is hereby approved) in connection with such purchase;
K. 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 City'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 City Council concerning the same.
The Bonds shall be issued within the following parameters:
A. the principal amount of the Bonds issued hereunder shall not exceed $286,090,000, being
the sum of"new money"Bonds in the principal amount not to exceed$186,090,000,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$100,000,000;
139702350.5 -4-
B. the maximum maturity of any series of Bonds shall not occur later than July 15, 2054;
C. 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 1.50%,taking into account any City contribution; and
D. the true interest cost on each series of Bonds shall not exceed a rate greater than 5.50%per
annum;
E. the final series of Bonds hereunder issued shall be sold on or before May 14,2025 (though
the initial delivery of a particular series of Bonds may occur within a reasonable period of time occurring
thereafter, as determined by the Pricing Officer).
The Pricing Officer, acting for and on behalf of the City, 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 City 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
revenue 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,the Pricing Officer is authorized to execute, as the act and deed of
the City and on behalf of the City Council, 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 -Dated Date. The Bonds are issuable in fully registered form only; shall be dated June [18],
2024(the Dated Date);shall be in denominations of$5,000 or any integral multiple thereof,shall be lettered
"R-" and numbered consecutively from One (1) upward; and principal shall become due and payable on
July 15 in each of the years and in principal amounts(the Stated Maturities)and bear interest on the unpaid
principal amounts from the Closing Date(anticipated to occur on June 18,2024),or the most recent Interest
Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of
redemption or Stated Maturity, at the rates per annum in accordance with the following schedule:
Stated Maturities
Jul 15 Principal Amounts ($) Interest Rates (%)
139702350.5 -5-
Stated Maturities
Jul 15 Principal Amounts ($) Interest Rates (%)
The Bonds shall bear interest on the unpaid principal amount thereof at the per annum rates shown
above, computed on the basis of a 360-day year of twelve 30-day months, and interest thereon shall be
payable semiannually on January 15 and July 15 of each year(each,an Interest Payment Date),commencing
January 15, 2025,while the Bonds are Outstanding.
SECTION 3. Payment of Bonds -Interest Payments-Paying Agent/Registrar. The principal of,
premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or
otherwise, shall be payable 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 and
interest on the Bonds shall be without exchange or collection charges to the Holder(hereinafter defined)of
the Bonds.
The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas,
Texas,to serve as the initial Paying Agent/Registrar(the Paying Agent/Registrar) for the Bonds is hereby
approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the
corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the
registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and
provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A
hereto,and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe.
The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are
Outstanding, and any successor Paying Agent/Registrar shall be (1) a national or state banking institution
or(11) an association or a corporation organized and doing business under the laws of the United States of
America or of any state,authorized under such laws to exercise trust powers. Such Paying Agent/Registrar
shall be subject to supervision or examination by federal or state authority and authorized by law to serve
as a Paying Agent/Registrar.
139702350.5 -6-
The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the
previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency.
Additionally,the City agrees to promptly cause a written notice of this substitution to be sent to each Holder
of the Bonds by United States mail, first-class postage prepaid, which notice shall also give the address of
the new Paying Agent/Registrar.
Both principal of,premium, if any,and interest on the Bonds, due and payable by reason of Stated
Maturity, redemption or otherwise, shall be payable only to the registered owner of the Bonds appearing
on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying
Agent/Registrar as hereinafter provided(1)on the Record Date (defined herein)for purposes of payment of
interest thereon and(11)on the date of surrender of the Bonds for purposes of receiving payment of principal
thereof at the Bonds' Stated Maturity or upon prior redemption of the Bonds. The City and the Paying
Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of
receiving payment and all other purposes whatsoever,and neither the City nor the Paying Agent/Registrar,
or any agent of either, shall be affected by notice to the contrary.
Principal 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 last
business day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and
shall be paid (1)by check sent 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(11)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, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate
trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close,then
the date for such payment shall be the next succeeding day which is not such a day. The payment on such
date shall have the same force and effect as if made on the original date any such payment on the Bonds
was due.
In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days
thereafter, a new record date for such interest payment(a Special Record Date) will be established by the
Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the
City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the
Special Payment Date -which shall be fifteen(15)days after the Special Record Date) shall be sent at least
five (5) business days prior to the Special Record Date by United States Mail, first-class postage prepaid,
to the address of each Holder appearing on the Security Register at the close of business on the last business
day next preceding the date of mailing of such notice.
SECTION 4. Redemption.
A. Mandatory Redemption. The Bonds stated to mature on July 15, 20 and July 15, 20
are referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund
redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such
purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof
139702350.5 -7-
plus accrued interest to the date of redemption in the following principal amounts on July 15 in each of the
years as set forth below:
Term Bonds Term Bonds
Stated to Mature on Stated to Mature on
July 15, 20 July 15, 20
Principal Principal
Year Amount($) Year Amount($)
*Payable at Stated Maturity.
The principal amount of a Term Bond required to be redeemed pursuant to the operation of such
mandatory redemption provisions shall be reduced,at the option of the City,by the principal amount of any
Term Bonds of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date
(1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for
cancellation, (11) shall have been purchased and canceled by the Paying Agent/Registrar at the request of
the City with money in the Bond Fund,or(111) shall have been redeemed pursuant to the optional redemption
provisions set forth below and not theretofore credited against a mandatory redemption requirement.
B. Optional Redemption. The Bonds having Stated Maturities on and after July 15,20_shall
be subject to redemption prior to Stated Maturity, at the option of the City, on July 15, 20, or any date
thereafter, as a 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.
C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the
redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying
Agent/Registrar),the City shall notify the Paying Agent/Registrar of its decision to exercise the right, or of
the requirement, as applicable, to redeem Bonds, the principal amount of each Stated Maturity to be
redeemed, and the date set for the redemption thereof The decision of the City to exercise the right to
redeem Bonds shall be entered in the minutes of the City Council.
D. 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.
E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the
Bonds, a notice of redemption shall be sent by United States Mail, first-class postage prepaid, in the name
of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Bond to be
redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close
of business on the business day next preceding the date of mailing such notice,and any notice of redemption
so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the
139702350.5 -8-
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 (1) specify the date of redemption for the Bonds, (11) 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, (111) 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 herein provided, such Bond (or the principal amount thereof to be redeemed) so
called for redemption shall become due and payable,and if money sufficient for the payment of such Bonds
(or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the
purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such
notice, interest on said Bonds (or the principal amount thereof to be redeemed)called for redemption shall
cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions
of this Ordinance.
F. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be required(1)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 (11)to transfer or exchange any Bond selected for redemption, provided;
however,such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed
balance of a Bond which is subject to redemption in part.
SECTION 5. Execution-Registration. The Bonds shall be executed on behalf of the City by its
Mayor, its seal reproduced or impressed thereon, and attested by the City Secretary, or designee. The
signature of either officer on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile
signatures of individuals who were, at the time of the Dated Date,the proper officers of the City shall bind
the City,notwithstanding that such individuals or either of them shall cease to hold such offices prior to the
delivery of the Bonds to the Purchasers (defined herein), all as authorized and provided in Chapter 1201,
as amended, Texas Government Code.
No Holder of a 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 for the Initial Bond only, or a certificate of
registration substantially in the form provided in Section 8D for Bonds other than the Initial Bond,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. The Paying
Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every
owner of the Bonds, or, if appropriate,the nominee thereof. 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
139702350.5 -9-
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 City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the
designated transferee or transferees, one or more new Bonds of authorized denomination 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 and of authorized
denominations and having the same Stated Maturity,bearing the same rate of interest and of like aggregate
principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at
the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for
exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Bonds, to
the Holder requesting the exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust
office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and
expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City,
evidencing the same obligation to pay,and entitled to the same benefits under this Ordinance,as the Bonds
surrendered upon such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or
service charge to the Holder, except as otherwise herein provided, and except that the Paying
Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax
or other governmental charges required to be paid with respect to such transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby
defined to be Predecessor Bonds,evidencing all or a portion,as the case may be,of the same debt evidenced
by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally,the
term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 27 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 (1) as a
single fully-registered Bond in the total principal amount of$ with principal installments to
become due and payable as provided in Section 2 and numbered T-1,or(11) as one(1)fully-registered Bond
for each year of Stated Maturity in the applicable principal amount 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 initial 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, certified and registered by the
Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchasers.
Any time after the delivery of the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond
delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated
Maturities,principal amounts and bearing applicable interest rates for transfer and delivery to the Holders
named at the addresses identified therefor; all pursuant to and in accordance with such written instructions
from the initial purchasers, or the designee thereof, and such other information and documentation as the
Paying Agent/Registrar may reasonably require.
SECTION 8. Forms.
139702350.5 -10-
A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public
Accounts of the State of Texas, the Certificate of Paying Agent/Registrar, and the form of Assignment to
be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such
appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this
Ordinance and may have such letters, numbers, or other marks of identification (including insurance
legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and
letters of the Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including any reproduction of an opinion of Bond
Counsel (hereinafter referenced)) thereon as may, consistent herewith, be established by the City or
determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the
text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face
of the Bond.
The definitive Bonds shall be printed, lithographed, or engraved,produced by any combination of
these methods, or produced in any other similar manner, all as determined by the officers executing the
Bonds as evidenced by their execution thereof, but the Initial Bond submitted to the Attorney General of
Texas may be typewritten or photocopied or otherwise reproduced.
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139702350.5 -1 1-
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 UTILITY SYSTEM
SENIOR LIEN REVENUE IMPROVEMENT AND REFUNDING BONDS,
SERIES 2024
Dated Date: Interest Rate: Stated Maturity: CUSIP NO:
June [18],2024
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Corpus Christi,Texas (the City),a body corporate and a municipal corporation located
in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby
promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on
the Stated Maturity date specified above,the Principal Amount specified above (or so much thereof as shall
not have been paid upon prior redemption),and to pay interest on the unpaid Principal Amount hereof from
the Closing Date (anticipated to occur on June 18, 2024) 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 of interest specified above computed on the basis of a 360-day year
of 30-day months; such interest being payable on January 15 and July 15 of each year (each, an Interest
Payment Date), commencing January 15, 2025.
Principal and premium, if any, of the 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 a successor thereof. 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 last business day of the month next preceding each
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
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
$ (the Bonds) pursuant to an ordinance adopted by the governing body of the City (the
Ordinance), for the purpose of (1) designing, planning, building, improving, extending, enlarging, and
repairing the System, (11) discharging and making final payment of the Refunded Obligations, and (111)
paying the costs of issuance related thereto,all in conformity with the laws of the State of Texas,particularly
the City's Home Rule Charter and the Act,and the Ordinance. The Bonds shall be payable from and equally
and ratably secured solely by a lien on and pledge of the Senior Lien Pledged Revenues,which includes a
139702350.5 -12-
first and prior lien on and pledge of Net Revenues that is on parity with the lien thereon and pledge thereof
securing the repayment of the Previously Issued Parity Obligations and that is senior and superior to the
lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior
Lien Obligations.
The Bonds stated to mature on July 15, 20 and July 15, 20 are referred to herein as the "Term
Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities
from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part,by
lot or other customary method, at the principal amount thereof plus accrued interest to the date of
redemption in the following principal amounts on July 15 in each of the years as set forth below:
Term Bonds Term Bonds
Stated to Mature on Stated to Mature on
July 15, 20 July 15, 20
Principal Principal
Year Amount($) Year Amount M
*Payable at Stated Maturity.
The principal amount of a Term Bond required to be redeemed pursuant to the operation of such
mandatory redemption provisions shall be reduced,at the option of the City,by the principal amount of any
Term Bonds of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date
(1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for
cancellation, (11) shall have been purchased and canceled by the Paying Agent/Registrar at the request of
the City with money in the Bond Fund,or(111) shall have been redeemed pursuant to the optional redemption
provisions set forth below and not theretofore credited against a mandatory redemption requirement.
The Bonds stated to mature on and after July 15, 20 may be redeemed prior to their Stated
Maturities, at the option of the City, on July 15, 20 or on any date, in whole or in part in principal
amounts of$5,000 or any integral multiple thereof(and if within a Stated Maturity selected at random and
by lot by the Paying Agent/Registrar) at the redemption price of par,together with accrued interest to the
date of redemption, and upon thirty(30) days prior written notice being given by United States mail, first-
class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the terms and provisions
relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated Maturity
and is in a denomination in excess of$5,000,portions of the principal sum hereof in installments of$5,000
or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be
redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this
Bond to the Paying Agent/Registrar at its corporate trust office,a new Bond or Bonds of like Stated Maturity
and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed
balance of the principal sum hereof.
If this Bond(or any portion of the principal sum hereof)shall have been duly called for redemption
and notice of such redemption 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
139702350.5 -13-
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. In the
event of a partial redemption of the principal amount of this Bond,payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of this Bond
to the corporate trust office of the Paying Agent/Registrar and,there shall be issued to the registered owner
hereof, without charge, a new Bond or Bonds of like 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 is called for redemption, in whole or in part,the City or the Paying Agent/Registrar shall not be
required to issue, transfer, or exchange this Bond within forty-five (45) days of the date fixed for
redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the
Holder of the unredeemed balance hereof in the event of its redemption in part.
The Bonds of this series are special obligations of the City, issued as Senior Lien Obligations,
payable from and equally and ratably secured by a lien on and pledge of the Senior Lien Pledged Revenues,
being (primarily)a first and prior lien on and pledge of the Net Revenues derived from the operation of the
City's combined utility systems (as further described in the Ordinance,the System),that is on parity with
the lien thereon and pledge thereof securing the repayment of the Previously Issued Parity Obligations and
that is senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate
Lien Obligations and the Inferior Lien Obligations. In the Ordinance,the City reserves and retains the right
to issue Additional Senior Lien Obligations, Additional Subordinate Lien Obligations, and Inferior Lien
Obligations without limitation as to principal amount but subject to any terms, conditions, or restrictions
set forth in the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not
constitute a legal or equitable pledge,charge,lien,or encumbrance upon any property of the City or System,
except with respect to the Senior Lien Pledged Revenues.
The Holder hereof shall never have the right to demand payment of this obligation out of any funds
raised or to be raised by taxation.
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 and nature of the Senior Lien Pledged Revenues
pledged for the payment of the Bonds;the terms and conditions under which the City may issue Additional
Senior Lien Obligations,Additional Subordinate Lien Obligations,and Inferior Lien Obligations;the terms
and conditions relating to the transfer or exchange of the Bonds;the conditions upon which the Ordinance
may be amended or supplemented with or without the consent of the Holders; the rights, duties, and
obligations of the City and the Paying Agent/Registrar;the terms and provisions upon which this Bond may
be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer
Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized
terms used herein have the same meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the
Security Register upon presentation and surrender at the corporate trust office of the Paying
Agent/Registrar,duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and
thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized
denominations,bearing the same rate of interest,and of the same aggregate principal amount will be issued
to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof
whose name appears on the Security Register (1) on the Record Date as the owner hereof for purposes of
receiving payment of interest hereon, (11) on the date of surrender of this Bond as the owner hereof for
139702350.5 -14-
purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in
part, and (111) on any other date as the owner hereof for all other purposes, and neither the City nor the
Paying Agent/Registrar,or any such agent of either,shall be affected by notice to the contrary. In the event
of a non-payment of interest on a scheduled payment date,and for thirty(30) days thereafter,a new record
date for such interest payment(a Special Record Date) will be established by the Paying Agent/Registrar,
if and when funds for the payment of such interest have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due interest(the Special Payment Date -which
shall be fifteen(15)days after the Special Record Date) shall be sent at least five (5)business days prior to
the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder
appearing on the Security Register at the close of business on the last business day next preceding the date
of mailing of such notice.
It is hereby certified, covenanted, and represented that all acts, conditions, and things required to
be performed,exist, and be done precedent to the issuance of this Bond in order to render the same a legal,
valid,and binding special obligation of the City have been performed,exist,and have been done,in regular
and due time, form, and manner, as required by law, and that issuance of the Bonds does not exceed any
constitutional or statutory limitation;and that due provision has been made for the payment of the principal
of and interest on the Bonds by a pledge of and lien on the Senior Lien Pledged Revenues. 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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139702350.5 -15-
IN WITNESS WHEREOF,this Bond has been signed with the imprinted or lithographed facsimile
signature of the Mayor of the City,attested by the imprinted or lithographed facsimile signature of the City
Secretary, and the official seal of the City has been duly affixed to, printed, lithographed or impressed on
this Bond.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
(SEAL)
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139702350.5 -16-
C. Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial
Bond Only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER OF §§
PUBLIC ACCOUNTS §§
REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by
the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of
the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
* Note to Printer: Not to appear on printed Bonds
D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only.
CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued under the provisions of the within-mentioned Ordinance;the Bond
or Bonds of the above-entitled and designated series originally delivered having been approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts,as shown by
the records of the Paying Agent/Registrar.
Registered this date: THE BANK OF NEW YORK MELLON TRUST
COMPANY,N.A., DALLAS, TEXAS, as Paying
Agent/Registrar
By:
Authorized Signature
* Note to Printer: to appear on printed Bonds
E. Form of Assignment.
ASSIGNMENT
139702350.5 -17-
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:
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139702350.5 -18-
F. Form of Initial Bond. The Initial Bond shall be in the form set forth in paragraph B of this
Section, except that the form of a single fully registered Initial Bond shall be modified as follows:
(1) immediately under the name of the Bond(s) the headings "Interest Rate" and
"Stated Maturity" shall both be completed"as shown below";
(2) the first two paragraphs shall read as follows:
The City of Corpus Christi,Texas (the City),a body corporate and a municipal corporation located
in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby
promises to pay to the order of the Registered Owner named above, or the registered assigns thereof,the
Principal Amount specified above on the fifteenth day of July in each of the years and in principal amounts
and bearing interest at per annum rates in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts ($) Rates
(Information to be inserted from
schedule in Section 2 hereof).
(or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid
Principal Amount hereof from the Closing Date (anticipated to occur on June 18, 2024), 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 of interest specified above computed on
the basis of a 360-day year of 30-day months; such interest being payable on January 15 and July 15 of
each year(each,an Interest Payment Date), commencing January 15, 2025.
Principal of this Bond shall be payable to the Registered Owner hereof (the Holder), upon its
presentation and surrender,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 last business day of the month next preceding each interest
payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of
the United States of America which at the time of payment is legal tender for the payment of public and
private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the
appropriate date of payment by United States mail, first-class postage prepaid,to the Holder hereof at the
address appearing in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar,requested by, and at the risk and expense of,the Holder hereof.
[END OF FORMS]
G. Insurance Legend. If bond insurance is obtained by the Purchasers or the City for the
Bonds,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, except as otherwise expressly
provided or unless the context otherwise requires: (1)the terms defined in this Section have the meanings
assigned to them in this Section, and certain terms used in Sections 32 and 46 of this Ordinance have the
meanings assigned to them in such Sections, and all such terms include the plural as well as the singular;
139702350.5 -19-
(11) 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 (111)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 Accountant shall mean a nationally recognized independent certified public
accountant, or an independent firm of certified public accountants.
B. The term Additional Senior Lien Obligations shall mean (1)any bonds,notes,warrants, or
any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and
ratably secured by a lien and pledge of the Senior Lien Pledged Revenues, such pledge to include a pledge
of Net Revenues that is senior and superior to the lien thereon and pledge thereof that is or will be pledged
to the payment of any Subordinate Lien Obligations and any Inferior Lien Obligations now Outstanding or
hereafter issued by the City, and (11) obligations hereafter issued to refund any of the foregoing that are
payable from and equally and ratably secured solely by a lien on and pledge of the Senior Lien Pledged
Revenues (including the Previously Issued Parity Obligations), as determined by the City Council in
accordance with applicable law.
C. The term Additional Subordinate Lien Obligations shall mean (1) any bonds, notes,
warrants,or any similar obligations hereafter issued by the City that are payable wholly or in part from and
equally and ratably secured by a lien and pledge of the Net Revenues, such pledge being subordinate and
inferior to the lien on and pledge of the Net Revenues that is included in Senior Lien Pledged Revenues,
but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of
the Inferior Lien Obligations now Outstanding or hereafter issued by the City, and on parity with the lien
on and pledge of the Net Revenues securing the payment of the then-Outstanding Subordinate Lien
Obligations and (11) obligations hereafter issued to refund any of the foregoing that are payable from and
equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as
determined by the City Council in accordance with applicable law.
D. The term Approval Certificate shall mean a written instrument from time to time executed
by the Authorized Official in accordance with Section 1 of this Ordinance.
E. The term Authorized Official shall mean the City Manager, each Assistant City Manager,
Chief Financial Officer, Director of Finance and Procurement, City Secretary, and City Attorney of the
City.
F. The term Average Annual Debt Service Requirements shall mean that average amount
which, at the time of computation, will be required to pay the Debt Service Requirements of obligations
when due and derived by dividing the total of such Debt Service Requirements by the number of years then
remaining before final Stated Maturity. The calculation of Average Annual Debt Service Requirements
shall be net of(1) capitalized interest from bond proceeds and (2) the receipt or anticipated receipt of a
refundable tax credit or similar payment relating to a series of Senior Lien Obligations irrevocably
139702350.5 -20-
designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly
scheduled debt service of the series of Senior Lien Obligations to which it relates.
G. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS
UTILITY SYSTEM SENIOR LIEN REVENUE IMPROVEMENT AND REFUNDING BONDS, SERIES
2024", dated June [18], 2024, authorized by this Ordinance.
H. The term Bond Fund shall mean the special Fund or account created and established by the
provisions of Section 13 of this Ordinance.
I. The term Capital Additions shall mean a reservoir or other water storage facilities,a water
or wastewater treatment plant or an interest therein,an electric generation facility and/or distribution system
or an interest therein, a gas distribution system or an interest therein and associated transmission facilities
with respect to each and any combination thereof,which shall become a part of the System.
J. The term Capital Improvements shall mean any capital extensions, improvements and
betterments to the System other than Capital Additions.
K. The term City shall mean the City of Corpus Christi, Texas and, where appropriate, the
City Council of the City.
L. 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.
M. The term Credit Agreement shall mean a loan agreement, revolving credit agreement,
agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance contract,
commitments to purchase Debt, purchase or sale agreements, interest rate swap agreements, or
commitments or other contracts or agreements authorized,recognized,and approved by the City as a Credit
Agreement in connection with the authorization,issuance,security,or payment of any obligation authorized
by Chapter 1371, as amended, Texas Government Code, and which includes any Credit Facility.
N. The term Credit Facility shall mean(1)a policy of insurance or a surety bond,issued by an
issuer of policies of insurance insuring the timely payment of debt service on governmental obligations, or
(11) a letter or line of credit issued by any financial institution.
O. The term Credit Provider shall mean any bank, financial institution, insurance company,
surety bond provider, or other institution which provides, executes, issues, or otherwise is a party to or
provider of a Credit Agreement or Credit Facility.
P. The term Debt shall mean
(1) all indebtedness payable from Net Revenues and/or Senior Lien Pledged Revenues
incurred or assumed by the City for borrowed money (including indebtedness payable from Net
Revenues and/or Senior Lien Pledged Revenues arising under Credit Agreements) and all other
financing obligations of the System payable from Net Revenues and/or Senior Lien Pledged
Revenues that, in accordance with generally accepted accounting principles, are shown on the
liability side of a balance sheet; and
(2) all other indebtedness payable from Senior Lien Pledged Revenues and/or Net
Revenues (except indebtedness not treated as Debt hereunder) for borrowed money or for the
acquisition, construction, or improvement of property or capitalized lease obligations pertaining to
139702350.5 -21-
the System that is guaranteed, directly or indirectly, in any manner by the City, or that is in effect
guaranteed, directly or indirectly, by the City through an agreement, contingent or otherwise, to
purchase any such indebtedness or to advance or supply funds for the payment or purchase of any
such indebtedness or to purchase property or services primarily for the purpose of enabling the
debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness
against loss, or to supply funds to or in any other manner invest in the debtor (including any
agreement to pay for property or services irrespective of whether or not such property is delivered
or such services are rendered), or otherwise.
For the purpose of determining Debt,there shall be excluded any particular Debt if, upon or prior
to the maturity thereof,there shall have been deposited with the proper depository(1) in trust the necessary
funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt)
for the payment, redemption, or satisfaction of such Debt or (11) evidence of such Debt deposited for
cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless such
item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent
with the financial statements of the System in prior Fiscal Years.
Q. The term Debt Service Requirements shall mean,as of any particular date of computation,
with respect to any obligations and with respect to any period,the aggregate of the amounts to be paid or
set aside by the City as of such date or in such period for the payment of the principal of,premium, if any,
and interest(to the extent not capitalized)on such obligations; assuming,in the case of obligations without
a fixed numerical rate, that such obligations bear interest calculated by assuming (1) that the interest rate
for every 12-month period on such bonds is equal to the rate of interest reported in the most recently
published edition of The Bond Buyer (or its successor) at the time of calculation as the "Revenue Bond
Index"or,if such Revenue Bond Index is no longer being maintained by The Bond Buyer(or its successor)
at the time of calculation, such interest rate shall be assumed to be 80% of the rate of interest then being
paid on United States Treasury obligations of like maturity and(11)that,in the case of bonds not subject to
fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized such
that annual debt service is substantially level over the remaining stated life of such bonds or in the manner
permitted under Section 1371.057(c), as amended, Texas Government Code as the same relates to interim
or non—permanent indebtedness, and in the case of obligations required to be redeemed or prepaid as to
principal prior to Stated Maturity according to a fixed schedule, the principal amounts thereof will be
redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable
thereto (in each case notwithstanding any contingent obligation to redeem bonds more rapidly). For the
term of any Credit Agreement in the form of an interest rate hedge agreement entered into in connection
with any such obligations, Debt Service Requirements shall be computed by netting the amounts payable
to the City under such hedge agreement from the amounts payable by the City under such hedge agreement
and such obligations.
R. The term Depository shall mean an official depository bank of the City.
S. The term Engineer shall mean an individual, firm, or corporation engaged in the
engineering profession,being a registered professional engineer under the laws of the State of Texas,having
specific experience with respect to a combined municipal utility system similar to the System and such
individual, firm, or corporation may be employed by, or may be an employee of,the City.
T. The term Fiscal Year shall mean the twelve month accounting period used by the City in
connection with the operation of the System which may be any twelve consecutive month period established
139702350.5 -22-
by the City,presently being that period commencing on October 1 of each year and ending on the following
September 30.
U. The term Government Securities shall mean: (1)direct noncallable obligations of the United
States, including obligations that are unconditionally guaranteed by, the United States of America, or (11)
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. When the Previously Issued Parity Obligations issued on or before August 25, 2016, are no
longer Outstanding, the term Government Securities, as used herein, shall mean (1) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by, the United
States of America; (11) 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; (111) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and that, on the date the
governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding
bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than
AAA or its equivalent; or(iv) any additional securities and obligations hereafter authorized by the laws of
the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds.
V. The term Gross Revenues shall mean all revenues,income,and receipts derived or received
by the City from the operation and ownership of the System, including the interest income from the
investment or deposit of money in any Fund created or confirmed by this Ordinance or maintained by the
City in connection with the System, other than those amounts subject to payment to the United States of
America as rebate pursuant to section 148 of the Code.
W. The term Holder or Holders shall mean the registered owner, whose name appears in the
Security Register, for any Bond.
X. The term Inferior Lien Obligations shall mean(1) any bonds,notes,warrants,or any similar
obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably
secured by a lien and pledge of the Net Revenues, which pledge is subordinate and inferior to the lien on
and pledge of the Net Revenues that is included in Senior Lien Pledged Revenues,that is or will be pledged
to the payment of the Subordinate Lien Obligations,and that is on parity with the lien on and pledge of the
Net Revenues securing the payment of the then-Outstanding Inferior Lien Obligations and (11) obligations
hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by
such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in
accordance with applicable law.
Y. The term Interest Payment Date shall mean the date semiannual interest is payable on the
Bonds, being January 15 and July 15 of each year, commencing January 15, 2025,while any of the Bonds
remain Outstanding.
Z. The term Net Revenues shall mean all Gross Revenues less Operating Expenses.
AA. The term Operating Expenses shall mean the expenses of operation and maintenance of the
System,including all salaries,labor,materials,repairs,and extensions necessary to render efficient service;
provided, however, that only such repairs and extensions, as in the judgment of the City, reasonably and
139702350.5 -23-
fairly exercised by the passage of appropriate ordinances,are necessary to render adequate service, or such
as might be necessary to meet some physical accident or condition which would otherwise impair any
Senior Lien Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, or other Debt of the
System. Operating Expenses shall include the purchase of water, sewer and gas services as received from
other entities and the expenses related thereto and,to the extent permitted by a change in law (and receipt
of an opinion as to legality from a firm of nationally recognized bond counsel), Operating Expenses may
include payments made on or in respect of obtaining and maintaining any Credit Facility. Operating
Expenses shall never include any allowance for depreciation,property retirement,depletion,obsolescence,
and other items not requiring an outlay of cash and any interest on the Bonds or any Debt.
BB. The term Ordinance shall mean this Ordinance adopted by the City Council on May 14,
2024 authorizing the issuance of the Bonds.
CC. The term Outstanding shall mean when used in this Ordinance with respect to all Debt
means, as of the date of determination,all Debt except:
(1) those Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien
Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for
cancellation;
(2) those Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien
Obligations for which payment has been duly provided by the City in accordance with the
provisions of Section 34 of this Ordinance; and
(3) those Senior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien
Obligations that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been
registered and delivered in lieu thereof as provided in Section 27 of this Ordinance.
DD. The term Paying Agent/Registrar shall mean the financial institution specified in Section
3 of this Ordinance, or its herein-permitted successors and assigns.
EE. The term Previously Issued Parity Obligations shall mean, as of the Closing Date the
Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured
by a lien on and pledge of the Senior Lien Pledged Revenues which includes a first and prior lien on and
pledge of Net Revenues of the System that is superior to the lien thereon and pledge thereof securing the
Subordinate Lien Obligations and Inferior Lien Obligations, identified as follows:
(1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
Bonds, Series 2012", dated November 15, 2012,in the original principal amount of$69,085,000;
(2) "City of Corpus Christi,Texas Utility System Junior Lien Revenue and Refunding
Bonds, Series 2012", dated November 15, 2012,in the original principal amount of$155,660,000;
(3) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
Bonds, Series 2013", dated November 1,2013,in the original principal amount of$97,930,000;
(4) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding
Bonds, Series 2015", dated July 1, 2015, in the original principal amount of$46,990,000;
(5) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
Bonds, Series 2015A", dated March 1, 2015,in the original principal amount of$93,600,000;
139702350.5 -24-
(6) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
Bonds, Series 2015C", dated July 1, 2015, in the original principal amount of$101,385,000;
(7) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding
Bonds, Series 2016", dated August 1,2016,in the original principal amount of$80,415,000;
(8) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding
Bonds, Series 2017", dated March 15, 2017,in the original principal amount of$51,215,000;
(9) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
Bonds, Series 2017", dated October 1, 2017, in the original principal amount of$2,750,000;
(10) "City of Corpus Christi, Texas Utility System Junior Lien Revenue and
Improvement Refunding Bonds, Series 2019", dated September 15, 2019, in the original principal
amount of$93,425,000;
(11) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
and Refunding Bonds, Series 2020A", dated July 15, 2020, in the original principal amount of
$133,765,000;
(12) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding
Bonds, Taxable Series 202013", dated July 15, 2020, in the original principal amount of
$183,635,000;
(13) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
Bonds, New Series 2020C", dated November 1, 2020, in the original principal amount of
$11,425,000;
(14) "City of Corpus Christi,Texas Utility System Junior Lien Revenue Notes,Taxable
New Series 2021A", dated April 1, 2021, in the original principal amount of$35,000,000;
(15) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
Bonds, Series 2022A", dated June 15, 2022, in the original principal amount of$3,561,000;
(16) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
Bonds, Series 202213", dated July 15, 2022, in the original principal amount of$92,465,000;
(17) "City of Corpus Christi, Texas Utility System Senior Lien Revenue Improvement
and Refunding Bonds, Series 2023", dated July 20, 2023, in the original principal amount of
$138,320,000; and
(18) Upon issuance,the Bonds.
139702350.5 -25-
FF. The term Previously Issued Subordinate Lien Obligations shall mean the "City of Corpus
Christi, Texas Utility System Subordinate Lien Revenue Refunding Bonds, Series 2018", dated February
15, 2018,in the original principal amount of$34,835,000.
GG. The term Pricing Officer shall mean either of the City Manager, the Chief Financial
Officer, or Director of Finance and Procurement, respectively, of the City (which shall include any person
serving in the foregoing capacity on an interim or non-permanent basis).
HH. The term Prudent Utility Practice shall mean any of the practices,methods and acts,in the
exercise of reasonable judgment,in the light of the facts,including but not limited to the practices,methods
and acts engaged in or approved by a significant portion of the public utility industry prior thereto,known
at the time the decision was made,would have been expected to accomplish the desired result at the lowest
reasonable cost consistent with reliability, safety and expedition. It is recognized that Prudent Utility
Practice is not intended to be limited to the optimum practice,method or act at the exclusion of all others,
but rather is a spectrum of possible practices, methods or acts which could have been expected to
accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition.
In the case of any facility included in the System which is owned in common with one or more other entities,
the term "Prudent Utility Practice", as applied to such facility, shall have the meaning set forth in the
agreement governing the operation of such facility.
II. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in
Section 28 of this Ordinance.
JJ. The term Refunding Candidates shall mean the following obligations of the City from
which certain of the Refunded Obligations are selected by the Pricing Officer:
(1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding
Bonds, Taxable Series 202013", dated July 15, 2020, in the original principal amount of
$183,635,000, and stated to mature on July 15 in each of the years 2024 through 2035, July 15,
2040, and July 15, 2043, in the aggregate principal amount of$23,965,000, to be redeemed on
12024.
KK. The term Required Reserve Amount shall have the meaning given such term in Section 14
of this Ordinance.
LL. The term Reserve Fund shall have the meaning given such term in Section 14 of this
Ordinance.
NM. The term Reserve Fund Deposits shall have the meaning given such term in Section 14 of
this Ordinance.
NN. The term Senior Lien Obligations shall mean(1)the Previously Issued Parity Obligations,
(11) any Additional Senior Lien Obligations, and (111) obligations hereafter issued to refund any of the
foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Senior
Lien Pledged Revenues,which includes a first and prior lien on and pledge of Net Revenues that is senior
and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien
Obligations and the Inferior Lien Obligations, as determined by the City Council in accordance with
applicable law.
00. The term Senior Lien Pledged Revenues shall mean (1) the Net Revenues plus (11) any
additional revenues, income, receipts, or other resources including, without limitation, any grants,
139702350.5 -26-
donations,or income received or to be received from the United States Government, or any other public or
private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to
the payment of the Bonds, and at the City's discretion, any Additional Senior Lien Obligations, and
excluding those revenues excluded from Gross Revenues.
PP. The term Special Project shall mean, to the extent permitted by law, any water, sewer,
wastewater reuse, or municipal drainage system property, improvement, or facility declared by the City,
upon the recommendation of the City Council, not to be part of the System, for which the costs of
acquisition, construction, and installation are paid from proceeds of Special Project Bonds (hereinafter
defined)being a financing transaction other than the issuance of bonds payable from ad valorem taxes,Net
Revenues, or Senior Lien Pledged Revenues, and for which all maintenance and operation expenses are
payable from sources other than ad valorem taxes, Net Revenues, or Senior Lien Pledged Revenues, but
only to the extent that and for so long as all or any part of the revenues or proceeds of which are or will be
pledged to secure the payment or repayment of such costs of acquisition, construction, and installation
under such Special Project Bonds.
QQ. The term Stated Maturity shall mean the annual principal payments of the Bonds payable
on July 15 of each year,as set forth in Section 2 of this Ordinance.
RR. The term Subordinate Lien Obligations shall mean (1)the Previously Issued Subordinate
Lien Obligations, (11) any Additional Subordinate Lien Obligations, and (111)any obligations issued to
refund the foregoing payable and equally and ratably secured from a lien on and pledge of the Net Revenues
that is subordinate and inferior to the lien thereon and pledge thereof that is included in Senior Lien Pledged
Revenues but superior to the lien thereon and pledge thereof securing the payment of the Inferior Lien
Obligations, as determined by the City Council in accordance with any applicable law.
SS. The term System shall mean and include, whether now existing or hereinafter added, the
City's existing combined waterworks system,wastewater disposal system and gas system,together with all
future extensions, improvements, enlargements,and additions thereto including,to the extent permitted by
law (and to be added at the sole discretion of the City), storm sewer and drainage within the waterworks
system, solid waste disposal system, additional utility (including electricity), telecommunications,
technology,and any other similar enterprise services,and all replacements,additions,and improvements to
any of the foregoing, within or without the City limits; provided that, notwithstanding the foregoing, and
to the extent now or hereafter authorized or permitted by law, the term System shall not include any
waterworks, wastewater or gas facilities which are declared by the City to be a Special Project and not a
part of the System and which are hereafter acquired or constructed by the City with the proceeds from the
issuance of Special Project Bonds, which are hereby defined as being special revenue obligations of the
City which are not secured by or payable from all or part of the Net Revenues and/or Senior Lien Pledged
Revenues, but which are secured by and payable solely from special contract revenues, or payments
received from the City or any other legal entity, or any combination thereof, in connection with such
facilities; and such revenues or payments shall not be considered as or constitute Gross Revenues of the
System,unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance
of such Special Project Bonds.
TT. The term System Fund shall have the meaning given such term in Section 12 of this
Ordinance.
SECTION 10. Pledge of Senior Lien Pledged Revenues.
A. The City hereby covenants and agrees that the Senior Lien Pledged Revenues of the System
are hereby irrevocably pledged to the payment and security of the Senior Lien Obligations, including the
139702350.5 -27-
establishment and maintenance of the special funds or accounts created for the payment and security
thereof, all as hereinafter provided; and it is hereby ordained that the Senior Lien Obligations, and the
interest thereon, shall constitute a lien on and pledge of the Senior Lien Pledged Revenues and be valid and
binding without any physical delivery thereof or further act by the City, and the lien created hereby on the
Senior Lien Pledged Revenues for the payment and security of the Senior Lien Obligations, shall be,prior
in right and claim as to any other indebtedness,liability,or obligation of the City or the System. The Senior
Lien Obligations are and will be secured by and payable only from the Senior Lien Pledged Revenues,and
are not secured by or payable from a mortgage or deed of trust on any properties whether real,personal,or
mixed, constituting the System.
B. Chapter 1208, as amended,Texas Government Code, applies to the issuance of the Bonds
and the pledge of Senior Lien Pledged Revenues granted by the City under subsection A of this Section,
and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the
Senior Lien Obligations are Outstanding and unpaid such that the pledge of the Senior Lien Pledged
Revenues granted by the City 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 Senior Lien Obligations the
perfection of the security interest in this pledge, the City Council agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable provisions of
Chapter 9, as amended, Texas Business & Commerce Code and enable a filing to perfect the security
interest in this pledge to occur.
SECTION 11. Rates and Charges. For the benefit of the Holders of the Bonds and in addition to
all provisions and covenants in the laws of the State of Texas and in this Ordinance, the City hereby
expressly stipulates and agrees,while any of the Senior Lien Obligations are Outstanding,to establish and
maintain rates and charges for facilities and services afforded by the System that are reasonably expected,
on the basis of available information and experience and with due allowance for contingencies,to produce
Gross Revenues in each Fiscal Year sufficient:
A. To pay all Operating Expenses, or any expenses required by statute to be a first claim on
and charge against the Gross Revenues of the System.
B. To produce Net Revenues, together with any other lawfully available funds, equal to at
least 1.15 times Average Annual Debt Service Requirements on the then-Outstanding Senior Lien
Obligations and to deposit the amounts required to be deposited in any reserve or contingency fund or
account created for the payment and security of the Senior Lien Obligations, and any other obligations or
evidences of indebtedness issued or incurred that are payable from and secured solely by a first and prior
lien on and pledge of the Net Revenues, including the Senior Lien Pledged Revenues, that is senior and
superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations
and the Inferior Lien Obligations;
C. To produce Net Revenues,together with any other lawfully available funds, sufficient to
pay the amounts that may be deposited in the special funds established for the payment of the Subordinate
Lien Obligations;
D. To produce Net Revenues,together with any other lawfully available funds, sufficient to
pay the principal of and interest on the Inferior Lien Obligations as the same become due and payable and
to deposit the amounts required to be deposited in any reserve or contingency fund or account created for
the payment and security of the Inferior Lien Obligations, and any other obligations or evidences of
indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net
139702350.5 -28-
Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the repayment of
the Senior Lien Obligations, and the Subordinate Lien Obligations; and
E. To pay, together with any other lawfully available funds, any other legally incurred Debt
payable from the Net Revenues of the System and/or secured by a lien on any part of the System.
The determination of the amount of principal of and interest on any obligations identified in this
Section for the purpose of confirming the sufficiency of System rates and charges shall be made after giving
consideration as an offset to debt service the receipt or anticipated receipt of a refundable tax credit or
similar payment relating to any series of obligations irrevocably designated as refundable tax credit bonds
pursuant to the City ordinance authorizing their issuance or otherwise relating thereto.
SECTION 12. System Fund. The City hereby covenants, agrees, and ratifies its prior covenants
and agreements that the Gross Revenues of the System shall be deposited, as collected and received, into a
separate Fund or account (previously created and established and to be maintained with the Depository)
known as the "City of Corpus Christi,Texas Utility System Revenue Fund" (the System Fund) and that the
Gross Revenues of the System shall be kept separate and apart from all other funds of the City. All Gross
Revenues deposited into the System Fund shall be pledged and appropriated to the extent required for the
following uses and in the order of priority shown:
A. First: To the payment of all necessary and reasonable Operating Expenses or other
expenses required by statute to be a first charge on and claim against the revenues of the System.
B. Second: To the payment of the amounts required to be deposited into the special funds and
accounts created and established for the payment, security and benefit of the Previously Issued Parity
Obligations,the Bonds,and any Additional Senior Lien Obligations hereafter issued by the City.
C. Third: To the payment of the amounts required to be deposited into the special funds and
accounts created and established for the payment, security and benefit of the Previously Issued Subordinate
Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City.
D. Fourth: To the payment of the amounts that must be deposited in any special funds and
accounts created and established for the payment, security, and benefit of any Inferior Lien Obligations
hereafter issued by the City.
Any Net Revenues remaining in the System Fund following such transfers may be used by the City
for payment of other obligations of the System, and for any other lawful purpose.
SECTION 13. Bond Fund -Excess Funds. For purposes of providing funds to pay the principal
of and interest on the currently Outstanding Senior Lien Obligations as the same become due and payable,
the City agrees to maintain, at the Depository, a separate and special Fund or account to be created and
known as the "City of Corpus Christi, Texas Utility System Senior Lien Revenue Improvement and
Refunding Bonds Interest and Sinking Fund" (the Bond Fund). The City covenants that there shall be
deposited by an Authorized Official into the Bond Fund prior to each principal and interest payment date
from the available Net Revenues an amount equal to one hundred per cent(100%) of the amount required
to fully pay the interest on and the principal of the currently Outstanding Senior Lien Obligations then
falling due and payable, such deposits to pay maturing principal and accrued interest on the currently
Outstanding Senior Lien Obligations to be made in substantially equal monthly installments on or before
the 10'day of each month,beginning on or before the 10'day of the month next following the delivery of
the Bonds to the Purchasers. As described further in Section 15 hereof,if the Senior Lien Pledged Revenues
in any month are insufficient to make the required payments into the Bond Fund,then the amount of any
139702350.5 -29-
deficiency in such payment shall be added to the amount otherwise required to be paid into the Bond Fund
in the next month.
The required monthly deposits to the Bond Fund for the payment of principal of and interest on the
currently Outstanding Senior Lien Obligations shall continue to be made as hereinabove provided until such
time as (1)the total amount on deposit in the Bond Fund and Reserve Fund is equal to the amount required
to fully pay and discharge all Outstanding Senior Lien Obligations(principal and interest)or(11)the Senior
Lien Obligations are no longer Outstanding.
Any proceeds of the Bonds,and investment income thereon,not expended for authorized purposes
shall be deposited into the Bond Fund and shall be taken into consideration and reduce the amount of
monthly deposits required to be deposited into the Bond Fund from the Net Revenues of the System.
Any surplus proceeds from the sale of the Bonds, including investment income thereon, not
expended for authorized purposes shall be deposited in the Bond Fund,and such amounts so deposited shall
reduce the sums otherwise required to be deposited in such Fund from the Senior Lien Pledged Revenues.
SECTION 14. Reserve Fund. To accumulate and maintain a reserve for the payment of the Bonds
equal to 100% of the Average Annual Debt Service Requirements or such lesser amount as restricted by
the Code (calculated by the City Council at the beginning of each Fiscal Year and as of the date of issuance
of the Bonds and each series of Additional Senior Lien Obligations) for the Bonds (the Required Reserve
Amount),the City hereby creates and establishes,and shall maintain at a Depository a separate and special
fund known as the"Corpus Christi,Texas Utility System Senior Lien Revenue Improvement and Refunding
Bonds Reserve Fund" (the Reserve Fund). Earnings and income derived from the investment of amounts
held forthe credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains
the Required Reserve Amount;thereafter, such earnings and income shall be deposited to the credit of the
System Fund. All funds deposited into the Reserve Fund shall be used solely for the payment of the
principal of and interest on the Bonds, when and to the extent other funds available for such purposes are
insufficient and,in addition,may be used to retire the last Stated Maturity or Stated Maturities of or interest
on the Bonds.
The City may acquire a Credit Facility or Facilities issued by a Credit Provider in amounts equal
to all or part of the Required Reserve Amount for the Bonds in lieu of depositing cash into the Reserve
Fund; provided, however,that no such Credit Facility may be so substituted unless the substitution of the
Credit Facility will not, in and of itself, cause any ratings then assigned to the Bonds by any nationally
recognized rating agency to be lowered and the resolution authorizing the substitution of the Credit Facility
for all or part of the Required Reserve Amount for the Bonds contains (i)a finding that such substitution is
cost effective and(11)a provision that the interest due on any repayment obligation of the City by reason of
payments made under such Credit Facility does not exceed the highest lawful rate of interest which may be
paid by the City at the time of the delivery of the Credit Facility. The City reserves the right to use Senior
Lien Pledged Revenues to fund the payment of(1)periodic premiums on the Credit Facility as a part of the
payment ofthe City's Operating Expenses,and(2)any repayment obligation incurred by the City(including
interest)to the Credit Provider,the payment of which will result in the reinstatement of such Credit Facility,
prior to making payments required to be made to the Reserve Fund pursuant to the provisions of this Section
to restore the balance in such fund the Required Reserve Amount for the Bonds.
Until the issuance of any Additional Senior Lien Obligations (or as from time to time recalculated
by the City as provided in the first paragraph of this Section), the Required Reserve Amount is $
(inclusive of the Bonds). Of this amount,$ representing the increase in the Required Reserve Amount
attributable to the issuance of the Bonds, shall be deposited to the Reserve Fund at such time as may be
required pursuant to the provisions of this Section from Revenues,paid from the System Fund at such level
of priority as specified in Section 12,by the deposit of monthly installments,made on or before the 10'day
139702350.5 -3 0-
of each month following the month in which such obligation to fund the Reserve Fund arises, of not less
than 1/60th of the amount to be maintained in the Reserve Fund.
As and when Additional Senior Lien Obligations are delivered or incurred,the Required Reserve
Amount shall be increased,if required,to an amount calculated in the manner provided in the first paragraph
of this Section. Any additional amount required to be maintained in the Reserve Fund shall be so
accumulated by the deposit of all or a portion of the necessary amount from the proceeds of the issue or
other lawfully available funds in the Reserve Fund immediately after the delivery of the then proposed
Additional Senior Lien Obligations or, at the option of the City, by the deposit of monthly installments,
made on or before the business day before the 10'day of each month following the month of delivery of
the then proposed Additional Senior Lien Obligations, of not less than 1/60th of the additional amount to
be maintained in the Reserve Fund by reason of the issuance of the Additional Senior Lien Obligations then
being issued (or 1/60th of the balance of the additional amount not deposited immediately in cash) (such
deposits,the Required Reserve Fund Deposits),thereby ensuring the accumulation in the Reserve Fund of
the appropriate Required Reserve Amount.
When and for so long as the cash and investments in the Reserve Fund equal the Required Reserve
Amount,no deposits need be made to the credit of the Reserve Fund;but,if and when the Reserve Fund at
any time contains less than the Required Reserve Amount (other than as the result of the issuance of
Additional Senior Lien Obligations as provided in the preceding paragraph),the City covenants and agrees
to cure the deficiency in the Required Reserve Amount by resuming the Required Reserve Fund Deposits
to the Reserve Fund from the Senior Lien Pledged Revenues in monthly deposit amounts equal to not less
than 1/60th of the Required Reserve Amount covenanted by the City to be maintained in the Reserve Fund.
Any such deficiency payments shall be made on or before the 10' day of each month until the Required
Reserve Amount has been fully restored. The City further covenants and agrees that, subject only to the
prior payments to be made to the Bond Fund, the Senior Lien Pledged Revenues shall be applied and
appropriated and used to establish and maintain the Required Reserve Amount and to cure any deficiency
in such amounts as required by the terms of this Ordinance and any other ordinance pertaining to the
issuance of Additional Senior Lien Obligations.
During such time as the Reserve Fund contains the Required Reserve Amount, the City Council
may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the Required Reserve
Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or used by the City for any
other lawful purpose; provided,however,to the extent that such excess amount represents Bond proceeds,
then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then-
applicable State law.
In the event a Credit Facility issued to satisfy all or a part of the City's obligation with respect to
the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the Required Reserve
Amount for the Bonds,the City may transfer such excess amount to any fund or funds established for the
payment of or security for the Bonds (including any escrow established for the final payment of any such
obligations pursuant to the provisions of Chapter 1207, as amended, Texas Government Code), or be used
for any lawful purposes; provided, however, to the extent that such excess amount represents Bond
proceeds,then such amount must be transferred to the Bond Fund or be otherwise used in accordance with
then-applicable State law.
Notwithstanding anything to the contrary contained in this Section,the requirements set forth above
to fund the Reserve Fund in the amount of the Required Reserve Amount shall be suspended for such time
as the Senior Lien Pledged Revenues for each Fiscal Year are equal to at least 110%of the Average Annual
Debt Service Requirements. In the event that the Senior Lien Pledged Revenues for any two consecutive
Fiscal Years are less than 110%(unless such percentage is below 100%in any Fiscal Year, in which case
the hereinafter—specified requirements will commence after such Fiscal Year)of the Average Annual Debt
139702350.5 -3 1-
Service Requirements,the City will be required to commence making the deposits to the Reserve Fund,as
provided above, and to continue making such deposits until the earlier of(1)such time as the Reserve Fund
contains the Required Reserve Amount or (11) the Senior Lien Pledged Revenues for a Fiscal Year have
been equal to not less than 110%of the Average Annual Debt Service Requirements.
SECTION 15. Deficiencies -Excess Senior Lien Pledged Revenues.
A. If on any occasion there shall not be sufficient Senior Lien Pledged Revenues to make the
required deposits into the Bond Fund,then such deficiency shall be cured as soon as possible from the next
available unallocated Senior Lien Pledged Revenues,or from any other sources available for such purpose,
and such payments shall be in addition to the amounts required to be paid into these Funds or accounts
during such month or months.
B. Subject to making the required deposits to the Bond Fund when and as required by any
ordinance or resolution authorizing the issuance of the Senior Lien Obligations, the Subordinate Lien
Obligations and any Inferior Lien Obligations,the excess Net Revenues of the System may be used by the
City for any lawful purpose (as further provided in Section 12 hereof).
SECTION 16. Payment of Bonds. While any of the Bonds are Outstanding, an Authorized
Official shall cause to be transferred to the Paying Agent/Registrar therefor, from funds on deposit in the
Bond Fund, amounts sufficient to fully pay and discharge promptly each installment of interest on and
principal of the Bonds as such installment accrues or matures; such transfer of funds must be made in such
manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the
Bonds at the close of the business day next preceding the date a debt service payment is due on the Bonds.
SECTION 17. Investments. Funds held in any Fund or account created, established, or
maintained pursuant to this Ordinance shall,at the option of the City,be placed in time deposits,certificates
of deposit,guaranteed investment contracts or similar contractual agreements as permitted by the provisions
of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code (collateralized
pursuant to the Public Funds Collateral Act, as amended, Chapter 2257, Texas Government Code), or any
other law, and secured (to the extent not insured by the Federal Deposit Insurance Corporation) by
obligations of the type hereinafter described, including investments held in book-entry form, in securities
including, but not limited to, direct obligations of the United States of America, obligations guaranteed or
insured by the United States of America,which,in the opinion of the Attorney General of the United States,
are backed by its full faith and credit or represent its general obligations,or invested in indirect obligations
of the United States of America including,but not limited to, evidences of indebtedness issued,insured,or
guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks,
Banks for Cooperatives,Federal Home Loan Banks,Government National Mortgage Association,Farmers
Home Administration, Federal Home Loan Mortgage Association, or Federal Housing Association;
provided that all such deposits and investments shall be made in such a manner that the money required to
be expended from any Fund or account will be available at the proper time or times. Such investments
(except State and Local Government Series investments held in book entry form, which shall at all times
be valued at cost)shall be valued in terms of current market value within 45 days of the close of each Fiscal
Year. All interest and income derived from deposits and investments in the Bond Fund immediately shall
be credited to,and any losses debited to,the Bond Fund. All such investments shall be sold promptly when
necessary to prevent any default in connection with the Bonds.
SECTION 18. Covenants. It is expressly recognized that prior to the issuance of any Additional
Senior Lien Obligations, Additional Subordinate Lien Obligations, or Inferior Lien Obligations, that the
City must comply with each of the conditions precedent contained in this Ordinance and the City
ordinances.
139702350.5 -32-
A. Performance. It will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Ordinance, and each ordinance authorizing the issuance of
Senior Lien Obligations;it will promptly pay or cause to be paid the principal amount of and interest on all
Debt, on the dates and in the places and manner prescribed in such ordinances and such Debt; and it will,
at the time and in the manner prescribed, deposit or cause to be deposited the amounts required to be
deposited into the System Fund and the Funds herein created; and any registered owner of any Debt may
require the City, its officials and employees to carry out, respect or enforce the covenants and obligations
of this Ordinance, or any ordinance authorizing the issuance of Debt, by all legal and equitable means,
including specifically,but without limitation,the use and filing of mandamus proceedings, in any court of
competent jurisdiction, against the City,its officials and employees.
B. City's Legal Authority. It is a duly created and existing home rule city of the State of Texas,
and is duly authorized under the laws of the State of Texas to issue the Bonds;that all action on its part for
the issuance of the Bonds has been duly and effectively taken,and that the Bonds in the hands of the owners
thereof are and will be valid and enforceable special obligations of the City in accordance with their terms.
C. Acquisition and Construction; Operation and Maintenance. (1)It shall use its best efforts
in accordance with Prudent Utility Practice to acquire and construct, or cause to be acquired and
constructed, any Capital Additions or Capital Improvements, in accordance with the plans and
specifications therefor, as modified from time to time, with due diligence and in a sound and economical
manner;and(2)it shall at all times use its best efforts to operate or cause to be operated the System properly
and in an efficient manner,consistent with Prudent Utility Practice,and shall use its best efforts to maintain,
preserve, reconstruct and keep the same or cause the same to be so maintained, preserved, reconstructed
and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and
condition, and shall from time to time make, or use its best efforts to cause to be made, all necessary and
proper repairs, replacement and renewals so that at all times the operation of the System may be properly
and advantageously conducted.
D. Title. It has or will obtain lawful title, whether such title is in fee or lesser interest, to the
lands,buildings, structures and facilities constituting the System,that it warrants that it will defend the title
to all the aforesaid lands, buildings, structures and facilities, and every part thereof, for the benefit of the
owners of the Senior Lien Obligations, against the claims and demands of all persons whomsoever,that it
is lawfully qualified to pledge the Senior Lien Pledged Revenues to the payment of the Senior Lien
Obligations in the manner prescribed herein,and has lawfully exercised such rights.
E. Liens. It will from time to time and before the same become delinquent pay and discharge
all taxes, assessments and governmental charges, if any, which shall be lawfully imposed upon it, or the
System;it will pay all lawful claims for rents,royalties,labor,materials and supplies which if unpaid might
by law become a lien or charge thereon,the lien of which would be prior to or interfere with the liens hereof,
so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein,
and it will not create or suffer to be created any mechanic's,laborer's,materialman's or other lien or charge
which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens
hereof might or could be impaired; provided however,that no such tax, assessment or charge, and that no
such claims which might be used as the basis of a mechanic's, laborer's, materialman's or other lien or
charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by
the City.
F. No Free Service. No free service or service otherwise than in accordance with the
established rate schedule shall be furnished, directly or indirectly, by the System to any person, firm,
corporation or other entity,other than the City. No part of the salary of any official or employee of the City
or his replacement shall be paid from Senior Lien Pledged Revenues unless and only to the extent the duties
139702350.5 -3 3-
and performances of such official or employee or his replacement appertain directly to the System. To the
extent the City receives the services of the System, such services shall be accounted for according to the
established rate schedule.
G. Further Encumbrance. It will not additionally encumber the Net Revenues of the System
in any manner, except as permitted in this Ordinance (which provisions are also included in other City
ordinances authorizing other series of Senior Lien Obligations).
H. Sale, Lease or Disposal of Property. No part of the System shall be sold, leased,
mortgaged, demolished, removed or otherwise disposed of,except as follows:
(1) To the extent permitted by law,the City may sell or exchange at any time and from
time to time any property or facilities constituting part of the System only if(A) it shall determine
such property or facilities are not useful in the operation of the System,or(B)the proceeds of such
sale are $250,000 or less, or it shall have received a certificate executed by an Engineer and the
City Manager stating, in their opinion, that the fair market value of the property or facilities
exchanged is $250,000 or less, or (C) if such proceeds or fair market value exceeds $250,000 it
shall have received a certificate executed by an Engineer and the City Manager stating (1) that
system within the System of which the property or facilities comprises a part thereof and (n) in
their opinion, that the sale or exchange of such property or facilities will not impair the ability of
the City to comply during the current or any future Fiscal Year with the provisions of Subsection K
of this Section. The proceeds of any such sale or exchange not used to acquire other property
necessary or desirable for the safe or efficient operation of the System shall forthwith,at the option
of the City (1) be used to redeem or purchase Debt, or (11) otherwise be used to provide for the
payment of Debt. The foregoing notwithstanding, if such property or facilities sold or exchanged
constituted property or facilities comprising all or a part of a system within the System, the
acquisition, improvement or extension of such system having not been financed by the City in any
manner with the proceeds of Debt, or with the proceeds of obligations which were refunded in
whole or in part with the proceeds of Debt,then the City may utilize the proceeds of such sale or
exchange for any lawful purpose; and
(2) To the extent permitted by law, the City may lease or make contracts or grant
licenses for the operation of,or make arrangements for the use of,or grant easements or other rights
with respect to,any part of the System,provided that any such lease,contract,license,arrangement,
easement or right(A) does not impede the operation by the City of the System and(B) does not in
any manner impair or adversely affect the rights or security of the owners of the Debt under this
Ordinance; and provided, further,that if the depreciated cost of the property to be covered by any
such lease,contract,license,arrangement,easement or other right is in excess of$500,000,the City
shall have received a certificate executed by an Engineer and the City Manager that the action of
the City with respect thereto does not result in a breach of the conditions under this clause (2).Any
payments received by the City under or in connection with any such lease, contract, license,
arrangement, easement or right in respect of the System or any part thereof shall constitute Gross
Revenues.
I. Books, Records and Accounts. It shall keep proper books, records and accounts separate
and apart from all other records and accounts, in which complete and correct entries shall be made of all
transactions relating to the System and the City shall cause said books and accounts to be audited annually
as of the close of each Fiscal Year by the Accountant.
J. Insurance.
139702350.5 -34-
(1) Except as otherwise permitted in clause (2)below,it shall cause to be insured such
parts of the System as would usually be insured by corporations operating like properties, with a
responsible insurance company or companies, against risks, accidents or casualties against which
and to the extent insurance is usually carried by corporations operating like properties including,to
the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage
by floods, and use and occupancy insurance. Public liability and property damage insurance shall
also be carried unless the City Attorney gives a written opinion to the effect that the City is not
liable for claims which would be protected by such insurance. At any time while any contractor
engaged in construction work shall be fully responsible therefor,the City shall not be required to
carry insurance on the work being constructed if the contractor is required to carry appropriate
insurance. All such policies shall be open to the inspection of the bondholders and their
representatives at all reasonable times.
(2) In lieu of obtaining policies for insurance as provided above, the City may self-
insure against risks,accidents, claims or casualties described in clause (1) above.
(3) The annual audit hereinafter required shall contain a section commenting on
whether or not the City has complied with the requirements of this Section with respect to the
maintenance of insurance, and listing the areas of insurance for which the City is self-insuring, all
policies carried, and whether or not all insurance premiums upon the insurance policies to which
reference is hereinbefore made have been paid.
K. Audits. After the close of each Fiscal Year while any Debt is Outstanding,an audit will be
made of the books and accounts relating to the System and the Net Revenues by the Accountant. Such
annual audit reports shall be open to the inspection of the registered owners of Debt and their agents and
representatives at all reasonable times.
L. Governmental Agencies. It will comply with all of the terms and conditions of any and all
franchises, permits and authorizations applicable to or necessary with respect to the System, and which
have been obtained from any governmental agency; and the City has or will obtain and keep in full force
and effect all franchises, permits, authorization and other requirements applicable to or necessary with
respect to the acquisition,construction, equipment, operation and maintenance of the System.
M. No Competition. To the extent it legally may, it will not grant any franchise or permit for
the acquisition, construction or operation of any competing facilities which might be used as a substitute
for the System's facilities, and,to the extent that it legally may,the City will prohibit any such competing
facilities.
N. Rights of Inspection. The Engineer or any registered owner of $100,000 in aggregate
principal amount of the Debt then Outstanding shall have the right at all reasonable times to inspect the
System and all records,accounts and data of the City relating thereto,and upon request the City shall furnish
to an Engineer or such registered owner, as the case may be, such financial statements, reports and other
information relating to the City and the System as an Engineer or such registered owner may from time to
time reasonably request.
SECTION 19. Issuance of Additional Senior Lien Obligations, Additional Subordinate Lien
Obligations, and Inferior Lien Obligations. The City hereby expressly reserves the right to hereafter issue
bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as
appropriate,from and secured by a pledge of and lien on the Net Revenues of the System with the following
priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions
applicable thereto under existing ordinances, laws, or otherwise:
139702350.5 -3 S-
A. Additional Senior Lien Obligations, secured by and payable from the Senior Lien Pledged
Revenues,which includes(primarily)a first and prior lien on and pledge of Net Revenues that is senior and
superior to the lien there on and pledge thereof securing the repayment of the Subordinate Lien Obligations
and any Inferior Lien Obligations,upon satisfying each of the following conditions precedent:
(1) The City Manager (or other officer of the City then having the responsibility for
the financial affairs of the City) shall have executed a certificate stating (1)that the City is not then
in default as to any covenant, obligation or agreement contained in any ordinance or other
proceeding relating to any obligations of the City payable from and secured by a lien on and pledge
of the Net Revenues and (11)that the amounts on deposit in all Funds or Accounts created and
established for the payment and security of all Outstanding obligations payable from and secured
by a lien on and pledge of the Net Revenues are the amounts then required to be deposited therein.
Such certificate shall be dated on or before the date of delivery of such Additional Senior Lien
Obligations, but such certificate shall not be dated prior to the date an ordinance is passed
authorizing the issuance of such Additional Senior Lien Obligations.
(2) Conditions Precedent for Issuance of Additional Senior Lien Obligations-Capital
Improvements and for any other Lawful Purpose except for Capital Additions or for Refunding.
The City covenants and agrees that Additional Senior Lien Obligations will not be issued for the
purpose of financing Capital Improvements, or for any other lawful purpose (except for Capital
Additions or for refunding,which are to be issued in accordance with the provisions of Subsection
(3)of this Section and Section 20 hereof,respectively)unless and until the conditions precedent in
Subsection (1) above have been satisfied and, in addition thereto, the City has secured a
certification of the City Manager to the effect that, according to the books and records of the City,
the Net Earnings (hereinafter defined) for the preceding Fiscal Year or for 12 consecutive months
out of the 15 months immediately preceding the month the ordinance authorizing the Additional
Senior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service
Requirements for all then-Outstanding Senior Lien Obligations after giving effect to the Additional
Senior Lien Obligations then proposed. The foregoing notwithstanding, the City covenants and
agrees that Additional Senior Lien Obligations may not be issued for the purpose of financing
Capital Improvements when other Outstanding Senior Lien Obligations which have been issued for
the purpose of financing Capital Additions and for which capitalized interest for such other Senior
Lien Obligations has been provided for at least the twelve months subsequent to the date of issuance
of the Additional Senior Lien Obligations then proposed to be issued, unless the conditions
precedent in Subsection(1) above have been satisfied and, in addition thereto,the City has either
(1)complied with the relevant conditions in this Subsection as set forth above,or(2) if the relevant
conditions of this Subsection (2) as set forth above cannot be satisfied, the City has satisfied the
conditions precedent in Subsection(3)(1)and(11) of this Section(but,for purposes of such clauses,
the term Capital Improvements shall be substituted for the term Capital Additions where the term
Capital Additions appears therein to the extent necessary to give recognition to the fact that Capital
Improvements, rather than Capital Additions, are then to be financed) and has secured a
certification of the City Manager to the effect that, according to the books and records of the City,
the Net Earnings for the preceding Fiscal Year or for 12 consecutive months out of the 15 months
immediately preceding the month the ordinance authorizing the Additional Senior Lien Obligations
is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all
then-Outstanding Senior Lien Obligations (other than Senior Lien Obligations issued for Capital
Additions for which capitalized interest has been provided for at least the twelve months subsequent
to the date of issuance of the Additional Senior Lien Obligations proposed to be issued)after giving
effect to the Additional Senior Lien Obligations then proposed to be issued.
139702350.5 -3 6-
(3) Conditions Precedent for Issuance of Additional Senior Lien Obligations-Capital
Additions: Initial Issue. The City covenants and agrees that Additional Senior Lien Obligations
will not be issued for the purpose of financing Capital Additions, unless the same conditions
precedent specified in Subsection (1) above have been satisfied and, in addition thereto, either the
relevant conditions precedent specified in Subsection (1) above are satisfied or, in the alternative,
the City shall have obtained: (1) from an Engineer a comprehensive engineering report for each
Capital Addition to be financed,which report shall(A) contain(1) detailed estimates of the cost of
acquiring and constructing the Capital Addition, (2) the estimated date the acquisition and
construction of the Capital Addition will be completed and commercially operative, and (3) a
detailed analysis of the impact of the Capital Addition on the financial operations of the system for
which the Capital Addition is to be integrated and to the System as a whole during the construction
thereof and for at least five Fiscal Years after the date the Capital Addition becomes commercially
operative,and(B)conclude that(1)the Capital Addition is necessary and will substantially increase
the capacity, or is needed to replace existing facilities,to meet current and projected demands for
the service or product to be provided thereby,and(2)the estimated cost of providing the service or
product from the Capital Addition will be reasonable in comparison with projected costs for
furnishing such service or product from other reasonably available sources; and(11)a certificate of
an Engineer to the effect that, based on an engineering report prepared thereby for each Capital
Addition, the projected Net Earnings for each of the five Fiscal Years subsequent to the date the
Capital Addition becomes commercially operative (as estimated in the engineering report)will be
equal to at least 1.15 times the Average Annual Debt Service Requirements for the currently
Outstanding Senior Lien Obligations or incurred and all Additional Senior Lien Obligations
estimated to be issued, if any, for all Capital Improvements and for all Capital Additions then in
progress or then being initiated, during the period from the date the first series of obligations for
the Capital Additions is to be delivered through the fifth Fiscal Year subsequent to the date the
Capital Addition is estimated to become commercially operative.
(4) Completion Issues. Once a Capital Addition has been initiated by meeting the
conditions precedent specified in Subsection(3)(1) and (11) above and the initial Senior Lien
Obligations issued therefor are delivered,the City reserves the right to issue Additional Senior Lien
Obligations to finance the remaining costs of such Capital Addition in such amounts as may be
necessary to complete the acquisition and construction thereof and make the same commercially
operative without satisfaction of any condition precedent under Subsection(3)(1) and (11) or
Subsection (1) of this Section but subject to satisfaction of the following conditions precedent:
(1)the City makes a forecast (the Forecast) of the operations of the System demonstrating the
System's ability to pay all obligations, payable from the Net Revenues of the System to be
Outstanding after the issuance of the Additional Senior Lien Obligations then being issued for the
period (the Forecast Period) of each ensuing Fiscal Year through the fifth Fiscal Year subsequent
to the latest estimated date such Capital Addition is expected to be commercially operative; and
(11) an Engineer reviews such Forecast and executes a certificate to the effect that(A) such Forecast
is reasonable, and based thereon (and such other factors deemed to be relevant),the Net Revenues
of the System will be adequate to pay all the obligations, payable from the Senior Lien Pledged
Revenues of the System to be Outstanding after the issuance of the Additional Senior Lien
Obligations then being issued for the Forecast Period and (B)the proceeds from the sale of such
Additional Senior Lien Obligations are estimated to be sufficient to complete such acquisition and
construction.
(5) Computations;Reports. With reference to Senior Lien Obligations anticipated and
estimated to be issued or incurred, the Average Annual Debt Service Requirements therefor shall
be those reasonably estimated and computed by the City's Director of Finance and Procurement
(or other officer of the City then having the primary responsibility for the financial affairs of the
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City) after giving effect to the receipt or anticipated receipt of a refundable tax credit or similar
payment relating to any series of Senior Lien Obligations irrevocably designated as refundable tax
credit bonds,which payment shall be treated as an offset to regularly scheduled debt service of the
series of Senior Lien Obligations to which it relates. In the preparation of the engineering report
required in Subsection(3)(1) above, an Engineer may rely on other experts or professionals,
including those in the employment of the City, provided such engineering report discloses the
extent of such reliance and concludes it is reasonable so to rely. In connection with the issuance of
Senior Lien Obligations for Capital Additions, the certification of the City Manager and an
Engineer,together with the engineering report for the initial issue and the Forecast for a subsequent
issue, shall be conclusive evidence and the only evidence required to show compliance with the
provisions and requirements and this clause of this Section.
(6) Combination Issues. Senior Lien Obligations for Capital Additions may be
combined in a single issue with Senior Lien Obligations for Capital Improvements or for any lawful
purpose provided the conditions precedent set forth in Subsection(2)through(4)are complied with
as the same relate to the appropriate purpose.
(7) Definition of Net Earnings. As used in this Section, the term Net Earnings shall
mean the Gross Revenues of the System after deducting the Operating Expenses of the System and
those items identified in the SECOND level of priority in Section 12 hereof, but not expenditures
which,under standard accounting practice, should be charged to capital expenditures.
(8) Determination of Net Earnings. In making a determination of Net Earnings for
any of the purposes described in this Section, the City Manager may take into consideration a
change in the rates and charges for services and facilities afforded by the System that became
effective at least 60 days prior to the last day of the period for which Net Earnings are determined
and, for purposes of satisfying any of the Net Earnings test described above, make a pro forma
determination of the Net Earnings of the System for the period of time covered by the City
Manager's certification or opinion based on such change in rates and charges being in effect for the
entire period covered by the City Manager's certificate or opinion.
B. The City may issue Additional Subordinate Lien Obligations secured by a lien on and
pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof
securing the Senior Lien Obligations and that is included in the Senior Lien Pledged Revenues,respectively,
and senior and superior to the lien there on and pledge thereof securing the repayment of the Inferior Lien
Obligations, on the terms and conditions desired by the City, subject only to the limitations imposed by
applicable law and upon satisfying each of the conditions precedent contained in this Ordinance, and the
Previously Issued Subordinate Lien Obligations.
C. The City may issue Inferior Lien Obligations secured by a lien on and pledge of the Net
Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Senior
Lien Obligations and Subordinate Lien Obligations and that is included in the Senior Lien Pledged
Revenues, respectively, on the terms and conditions desired by the City, subject only to the limitations
imposed by applicable law and upon satisfying each of the conditions precedent contained in the ordinances
authorizing the issuance of this Ordinance.
SECTION 20. Refunding Bonds. The City reserves the right to issue refunding bonds to refund
all or any part of the currently Outstanding Debt,pursuant to any applicable law then available,upon such
terms and conditions as the City Council may deem to be in the best interest of the City, and if less than all
such currently Outstanding Debt are refunded, the conditions precedent prescribed for the issuance of
Additional Senior Lien Obligations set forth in Section 19 of this Ordinance shall be satisfied and the City
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Managers' certification required in Section 19 shall give effect to the Debt Service Requirements of the
proposed refunding bonds (but shall not give effect to the Debt Service Requirements of the obligations
being refunded following their cancellation or provision being made for their payment).
SECTION 21. Issuance of Special Project Bonds. Nothing in this Ordinance shall be construed
to deny the City the right and it shall retain the right to issue Special Project Bonds,provided,however,the
City will not issue Special Project Bonds unless the City concludes, upon recommendation of the City
Council, that (1)the plan for developing the Special Project is consistent with sound planning, (11)the
Special Project would not materially and adversely interfere with the operation of the System, (111) the
Special Project can be economically and efficiently operated and maintained, and (iv)the Special Project
can be economically and efficiently utilized by the City to meet combined utility system requirements and
the cost of such will be reasonable.
SECTION 22. Security of Funds. All money on deposit in the funds or accounts 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 Texas for the security
of public funds, and money on deposit in such Funds or accounts shall be used only for the purposes
permitted by this Ordinance.
SECTION 23. Remedies in Event of Default. In addition to all the rights and remedies provided
by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City
(a) defaults in the payments to be made to the Bond Fund, or(b) defaults in the observance or performance
of any other of the covenants, conditions, or obligations set forth in this Ordinance,the Holders of any of
the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling
and requiring the governing body of the City and other officers of the City to observe and perform any
covenant,condition, or obligation prescribed in this Ordinance.
No delay or omission to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and
every such right and power may be exercised from time to time and as often as may be deemed expedient.
The specific remedy herein provided shall be cumulative of all other existing remedies and the specification
of such remedy shall not be deemed to be exclusive.
SECTION 24. 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 as it
appears in the Security Register.
In any case where notice to Holders is given by mail,neither the failure to mail such notice to any
particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with
respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be
waived in writing by the Holder entitled to receive such notice,either before or after the event with respect
to which such notice is given,and such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Paying Agent/Registrar,but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.
SECTION 25. Bonds Are Negotiable Instruments. Each of the Bonds authorized herein shall be
deemed and construed to be a "security" and as such a negotiable instrument with the meaning of the
Chapter 8 of the Texas Uniform Commercial Code.
SECTION 26. Cancellation. All Bonds surrendered for payment,transfer,redemption,exchange,
or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if
139702350.5 -3 9-
surrendered to the City, shall be delivered to the Paying Agent/Registrar and,if not already canceled, shall
be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying
Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City
may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by
the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
directed by the City.
SECTION 27. Mutilated, Destroyed, Lost, and Stolen Bonds. If (1)any mutilated Bond is
surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to
their satisfaction of the destruction,loss,or theft of any Bond,and(11)there is delivered to the City and the
Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless,then,
in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a
bona fide purchaser,the City shall execute and, upon its request,the Paying Agent/Registrar shall register
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond
of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not
contemporaneously Outstanding.
In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due
and payable,the City in its discretion may, instead of issuing a new Bond,pay such Bond.
Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may
require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed
in relation thereto and any other expenses(including attorney's fees and the fees and expenses of the Paying
Agent/Registrar) connected therewith.
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen
Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated,
destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and ratably with all other Outstanding Bonds.
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 28. Sale of Bonds — Official Statement Approval — Approval of Purchase Contract.
The Bonds authorized by this Ordinance are hereby sold by the City to Ramirez & Co., Inc., as the
authorized representative of a group of underwriters (the Purchasers, and having all the rights, benefits,
and obligations of a Holder) in accordance with the provisions of a Purchase Contract dated May 23, 2024
(the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this
Ordinance for all purposes. The pricing terms of the sale of the Bonds are hereby found and determined to
be the most advantageous reasonably obtainable by the City. The Initial Bond shall be registered in the
name of Ramirez&Co.,Inc. The Pricing Officer is hereby authorized and directed to execute the Purchase
Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the
approval and execution of the Purchase Contract,the City Council hereby finds, determines and declares
that the representations,warranties,and agreements of the City contained in the Purchase Contract are true
and correct in all material respects and shall be honored by the City. Delivery of the Bonds to the Purchasers
shall occur as soon as practicable after the adoption of this Ordinance,upon payment therefor in accordance
with the terms of the Purchase Contract.
Furthermore, the City hereby ratifies, confirms, and approves in all respects (1)the City's prior
determination that the Preliminary Official Statement was,as of its date,"deemed final"in accordance with
the Rule (hereinafter defined) and (11)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
139702350.5 -40-
a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together
with such changes approved by an Authorized Official), shall be and is hereby in all respects approved and
the Purchasers are hereby authorized to use and distribute the final Official Statement,dated May 23,2024,
in the reoffering, sale and delivery of the Bonds to the public. The Mayor and/or City Secretary are further
authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official
Statement in final form as may be required by the Purchasers,and such final Official Statement in the form
and content manually executed by said officials shall be deemed to be approved by the City Council and
constitute the Official Statement authorized for distribution and use by the Purchasers.
Proceeds from the sale of the Bonds shall be applied as follows:
A. The Issuer received a [net] reoffering premium from the sale of the Bonds of$ of
which$ is attributable to the new money portion of the Bonds(the New Money Premium)and$
is attributable to the refunding portion of the Bonds (the Refunding Premium).
(1) The New Money Premium is hereby allocated by the Issuer in the following
manner: (1) $ shall be used to pay costs of issuance; (11) $ shall be used to pay the
Purchasers' discount; (iii) $ , representing the rounding amount, shall be deposited into the
Bond Fund,and(iv) $ shall be deposited into the special construction account or accounts as
described in subsection B below; and
(2) The Refunding Premium is hereby allocated by the Issuer in the following manner:
(1) $ shall be used to pay costs of issuance; (11) $ shall be used to pay the Purchasers'
discount;and(iii)$ shall be deposited into the Escrow Fund as described in Section 30 below.
B. $ (representing $ of principal and $ of the [net] reoffering premium as
described in subsection A above) shall be deposited into the special construction account or accounts
created for the projects to be constructed with the Bond proceeds. This special construction account shall
be established and maintained at the Depository and shall be invested in accordance with the provisions of
Section 17 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of the
projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as
permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any
other applicable law. Thereafter, such amounts shall be expended in accordance with Section 13.
C. $ (representing $ of principal and $ of the [net] reoffering premium as
described in subsection A above) shall be deposited with the Escrow Agent for application and
disbursement in accordance with the provisions of the Agreement(hereinafter defined),as the case may be,
in such amounts as provided in the applicable Approval Certificate. The proceeds of sale of the Bonds not
so deposited with the paying agent/registrar for the Refunded Obligations shall be deposited into the
construction account for the new money portion of the Bonds, shall be disbursed for payment of costs of
issuance, or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from an
Authorized Official. Amounts held in the interest and sinking fund for the Refunded Obligations and not
used as part of the City's contribution with the paying agent/registrar for the Refunded Obligations, if any,
shall be deposited into the Bond Fund and used to pay principal on the Bonds. This construction account
shall be established and maintained at the Depository and shall be invested in accordance with the
provisions of Section 17 of this Ordinance. Interest earned on the proceeds of the Bonds pending
completion of the projects financed with such proceeds shall be accounted for,maintained, deposited, and
expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as
required by any other applicable law. Thereafter, such amounts shall be expended in accordance with
Section 13.
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Additionally,the Pricing Officer shall determine the amount,if any,of any City contribution to the
refunding from moneys on deposit in the interest and sinking fund(s) maintained for the payment of the
Refunded Obligations, as provided in the applicable Pricing Certificate.
SECTION 29. Reserved.
SECTION 30. Escrow and Trust Agreement - Approval and Execution. The Escrow and Trust
Agreement dated as of May 14,2024(the Agreement)by and between the City and The Bank of New York
Mellon Trust Company, N.A., Dallas, Texas (the Escrow Agent), attached hereto as Exhibit C and
incorporated herein by reference as a part of this Order for all purposes, is hereby approved as to form and
content, and such Agreement in substantially the form and substance attached hereto, together with such
changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby
authorized to be executed by an Authorized Official for and on behalf of the City and as the act and deed
of this City Council; and such Agreement as executed by said officials shall be deemed approved by the
City Council and constitute the Agreement herein approved.
Furthermore, the Authorized Official and Bond Counsel, in cooperation with the Escrow Agent,
are hereby authorized and directed to make the necessary arrangements for the purchase of the Escrowed
Securities, if any, referenced in the Agreement and the 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 SENIOR LIEN REVENUE IMPROVEMENT AND REFUNDING BONDS, SERIES 2024
ESCROW FUND" (the Escrow Fund), including the execution of the subscription forms, if any, for the
purchase and issuance of the "United States Treasury Securities - State and Local Government Series"for
deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act,this Ordinance,
and the Agreement.
SECTION 31. Redemption of Refunded Obligations. The Refunded Obligations referenced in
the preamble hereof become subject to redemption prior to their stated maturities at the price of par and
accrued interest to their respective date of redemption. The City shall give written notice to the paying
agent/registrar for the Refunded Obligations that the Refunded Obligations have been called for
redemption, and the City Council orders that such obligations are called for redemption on the redemption
dates set forth on Schedule I attached hereto, 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
each series of the Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated
herein by reference for all purposes. The paying agent/registrar for the Refunded Obligations is authorized
and instructed to provide notice of this redemption to the holders of the Refunded Obligations in the form
and manner described in the City ordinance authorizing the issuance of the respective series of Refunded
Obligations.
SECTION 32. Covenants to Maintain Tax—Exempt Status.
A. Definitions. When used in this Section,the following terms have the following meanings:
Code means the Internal Revenue Code of 1986, as amended by all legislation, if any,
effective on or before the Closing Date.
Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations.
Gross Proceeds means any proceeds as deemed in Section 1.148-1(b) of the Regulations,
and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds.
139702350.5 -42-
Investment has the meaning set forth in Section 1.148-1(b) of the Regulations.
Nonpurpose Investment means any investment property,as defined in section 148(b)of the
Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out
the governmental purposes of the Bonds.
Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations.
Regulations means any proposed, temporary, or final Income Tax Regulations issued
pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code
of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also
mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to
supplement,amend or replace the specific Regulation referenced.
Yield of
(1) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations; and
(2) the Bonds means the yield on the Bonds,calculated in the manner set forth
in Section 1.148-4 of the Regulations.
B. Not to Cause Interest to Become Taxable. The City shall not use,permit the use of,or omit
to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement
of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if
made or omitted, respectively, would cause the interest on any Bond to become includable in the gross
income,as defined in section 61 of the Code,of the owner thereof for federal income tax purposes. Without
limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel
nationally recognized in the field of municipal bond law to the effect that failure to comply with such
covenant will not adversely affect the exemption from federal income tax of the interest on any Bond,the
City shall comply with each of the specific covenants in this Section.
C. No Private Use or Private Payments. Except to the extent it will not cause the Bonds to
become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and
rulings thereunder,the City shall at all times prior to the last Stated Maturity of Bonds:
(1) exclusively own, operate and possess all property the acquisition, construction or
improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of
the Bonds(including property financed with Gross Proceeds of the Refunded Obligations),and not
use or permit the use of such Gross Proceeds (including all contractual arrangements with terms
different than those applicable to the general public) or any property acquired, constructed or
improved with such Gross Proceeds in any activity carried on by any person or entity (including
the United States or any agency,department and instrumentality thereof) other than a state or local
government,unless such use is solely as a member of the general public; and
(2) not directly or indirectly impose or accept any charge or other payment by any
person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly with
such Gross Proceeds, other than taxes of general application within the City or interest earned on
investments acquired with such Gross Proceeds pending application for their intended purposes.
139702350.5 -43-
D. No Private Loan. Except to the extent it will not cause the Bonds to become "private
activity bonds"within the meaning of section 141 of the Code and the Regulations and rulings thereunder,
the City shall not use Gross Proceeds of the Bonds(including property financed with Gross Proceeds of the
Refunded Obligations), to make or finance loans to any person or entity other than a state or local
government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned"
to a person or entity if (1)property acquired,constructed or improved with such Gross Proceeds is sold or
leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2)
capacity in or service from such property is committed to such person or entity under a take-or-pay,output
or similar contract or arrangement; or(3) indirect benefits, or burdens and benefits of ownership, of such
Gross Proceeds or any property acquired,constructed or improved with such Gross Proceeds are otherwise
transferred in a transaction which is the economic equivalent of a loan.
E. Not to Invest at Higher Yield. Except to the extent it will not cause the Bonds to become
"arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings
thereunder,the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly
invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment
acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield
of the Bonds.
F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code
and the Regulations and rulings thereunder,the City shall not take or omit to take any action which would
cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the
Regulations and rulings thereunder.
G. Information Report. The City shall timely file the information required by section 149(e)
of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the
Secretary may prescribe.
H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of
the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all receipts, expenditures
and investments thereof) on its books of account separately and apart from all other funds (and
receipts,expenditures and investments thereof)and shall retain all records of accounting for at least
six years after the day on which the last Outstanding Bond is discharged. However,to the extent
permitted by law,the City may commingle Gross Proceeds of the Bonds with other money of the
City,provided that the City separately accounts for each receipt and expenditure of Gross Proceeds
and the obligations acquired therewith.
(2) Not less frequently than each Computation Date,the City shall calculate the Rebate
Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and
rulings thereunder. The City shall maintain such calculations with its official transcript of
proceedings relating to the issuance of the Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the Purchasers and
the loan of the money represented thereby and in order to induce such purchase by measures
designed to insure the excludability of the interest thereon from the gross income of the owners
thereof for federal income tax purposes, the City shall pay to the United States out of the Bond
Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the
Attorney General of the State of Texas,the amount that when added to the future value of previous
rebate payments made for the Bonds equals (1) in the case of a Final Computation Date as defined
139702350.5 -44-
in Section 1.148-3(e)(2)of the Regulations, one hundred percent(100%)of the Rebate Amount on
such date; and (11) in the case of any other Computation Date, ninety percent(90%) of the Rebate
Amount on such date. In all cases, the rebate payments shall be made at the times, in the
installments,to the place and in the manner as is or may be required by section 148(f)of the Code
and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such
other forms and information as is or may be required by section 148(f) of the Code and the
Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors are made in
the calculations and payments required by paragraphs (2) and (3), and if an error is made, to
discover and promptly correct such error within a reasonable amount of time thereafter(and in all
events within one hundred eighty(180)days after discovery of the error),including payment to the
United States of any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code
and the Regulations and rulings thereunder,the City shall not, at any time prior to the earlier of the Stated
Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be
paid to the United States pursuant to Subsection H of this Section because such transaction results in a
smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had
the Yield of the Bonds not been relevant to either party.
J. Bonds Not Hedge Bonds.
(1) At the time the original bonds refunded by the Bonds were issued, the City
reasonably expected to spend at least 85% of the spendable proceeds of such bonds within three
years after such bonds were issued.
(2) Not more than 50% of the proceeds of the original bonds refunded by the Bonds
were invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of
four(4)years or more.
K. [Current Refunding of the Refunded Obligations. The Bonds are issued,in part,to refund
the Refunded Obligations, and the Bonds will be issued, and certain proceeds thereof used,within 90 days
after the Closing Date for the redemption of the Refunded Obligations. In the issuance of the Bonds, the
City has employed no "device" to obtain a material financial advantage (based on arbitrage), within the
meaning of section 149(d)(4)of the Code, apart from savings attributable to lower interest rates. The City
has complied with the covenants, representations, and warranties contained in the documents executed in
connection with the issuance of the Refunded Obligations. Accordingly,the City expects to invest the Bond
proceeds to be used to refund the Refunded Obligations without regard to Yield restrictions.]
L. Elections. The City hereby directs and authorizes the Authorized Official to make
elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem
necessary or appropriate in connection with the Bonds,in the Certificate as to Tax Exemption or similar or
other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing
Date.
SECTION 33. Control and Custody of Bonds. The Mayor 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 and shall take and have charge and control of the Bonds pending their approval by the
139702350.5 -45-
Attorney General of the State of Texas,the registration thereof by the Comptroller of Public Accounts of
the State of Texas and the delivery of the Bonds to the Purchasers.
Furthermore, each Authorized Official is hereby authorized and directed to furnish and execute
such documents relating to the City and its financial affairs as may be necessary for the issuance of the
Bonds,the approval of the Attorney General and their registration by the Comptroller of Public Accounts
and, together with the City's Bond Counsel and the Paying Agent/Registrar, make the necessary
arrangements for the delivery of the Initial Bond to the Purchasers.
SECTION 34. Satisfaction of Obligation of City.If the City shall pay or cause to be paid,or there
shall otherwise be paid to the Holders,the principal of, premium, if any, and interest on the Bonds, at the
times and in the manner stipulated in this Ordinance, then the lien on and pledge of Senior Lien Pledged
Revenues made under this Ordinance and all covenants, agreements, and other obligations of the City to
the Holders shall thereupon cease,terminate, and be discharged and satisfied.
The 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: (1)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 (11) 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 money,together with any money deposited therewith,
if any,to pay when due the principal of and interest on such Bonds, or the principal amount(s)thereof, on
and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if
irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the
redemption date thereof. In the event of a defeasance of the Bonds,the City shall deliver a certificate from
its financial advisor,the Paying Agent/Registrar,an independent accounting firm,or another qualified third
parry 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,
the City covenants that no deposit of money or Government Securities will be made under this Section and
no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the
meaning of section 148 of the Code (as defined in Section 32 hereof).
Any money so deposited with the Paying Agent/Registrar, and all income from Government
Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this
Section which is not required for the payment of the Bonds, or any principal amount(s)thereof, or interest
thereon with respect to which such money has been so deposited shall be remitted to the City or deposited
as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of
the principal of and interest on the Bonds and remaining unclaimed for a period of three (3)years after the
Stated Maturity,or applicable redemption date,of the Bonds such money was deposited and is held in trust
to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to
the unclaimed property laws of the State of Texas.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that
any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements
specified in subsection (1) or (11) above shall not be irrevocable, provided that: (1) in the proceedings
providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for
redemption;(2)gives notice ofthe 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(1) or (11) above with
139702350.5 -46-
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 35. Ordinance a Contract;Amendments -Outstanding Bonds. The City acknowledges
that the covenants and obligations of the City herein contained are a material inducement to the purchase
of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time,binding on the
City and its successors and assigns,and it shall not be amended or repealed by the City so long as any Bond
remains Outstanding except as permitted in this Section. The City may,without the consent of or notice to
any Holders,from time to time and at any time,amend this Ordinance in any manner not detrimental to the
interests of the Holders,including the curing of any ambiguity,inconsistency,or formal defect or omission
herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate
principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the
provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no
such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of
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 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 36. Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is
subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, as Bond Counsel,
approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of
initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the
reverse side of each of said Bonds, with appropriate certificate pertaining thereto executed by facsimile
signature of the City's Secretary is hereby approved and authorized.
SECTION 37. 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 City 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 38. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.
SECTION 39. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying
Agent/Registrar,and the Holders,any right, remedy,or claim,legal or equitable,under or by reason of this
Ordinance or any provision hereof,this Ordinance and all its provisions being intended to be and being for
the sole and exclusive benefit of the City, Bond Counsel, Financial Advisors,the Paying Agent/Registrar,
and the Holders.
SECTION 40. Inconsistent Provisions. All resolutions and ordinances, 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 resolved
herein.
SECTION 41. 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.
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SECTION 42. SeverabilL. If any provision of this Ordinance or the application thereof to any
person or circumstance shall be held to be invalid,the remainder of this Ordinance and the application of
such provision to other persons and circumstances shall nevertheless be valid,and the City Council hereby
declares that this Ordinance would have been enacted without such invalid provision.
SECTION 43. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof
are hereby found to be true,and such recitals are hereby made apart of this Ordinance for all purposes and
are adopted as a part of the judgment and findings of the City Council.
SECTION 44. Authorization of Paying Agent/Registrar Agreement. The City Council hereby
finds and determines that it is in the best interest of the City to authorize the execution of a Paying
Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy
of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and
is incorporated by reference to the provisions of this Ordinance.
SECTION 45. Public Meeting. It is officially found, determined, and declared that the meeting
at which this Ordinance is adopted was open to the public and public notice of the time,place, and subject
matter of the public business to be considered at such meeting, including this Ordinance,was given, all as
required by Chapter 551, as amended, Texas Government Code.
SECTION 46. Continuing Disclosure of Information.
A. Definitions. As used in this Section, the following terms have the meanings ascribed to
such terms below:
EMAIM 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"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 City's continuing disclosure undertaking, described in subsections B
through F below, hereunder accepted and entered into by the City for the purpose of compliance with the
Rule.
B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after
the end of each Fiscal Year of the City ending in or after 2024, financial information and operating data
with respect to the System of the general type included in the final Official Statement authorized by Section
28 of this Ordinance, being the information described in Exhibit E hereto, and (2) if not provided as part
such financial information and operating data, audited financial statements of the City, when and if
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available. Any financial statements so to be provided shall be (1) prepared in accordance with the
accounting principles described in Exhibit E hereto, or such other accounting principles as the City may be
required to employ from time to time pursuant to state law or regulation, and (11) audited, if the City
commissions an audit of such financial statements and the audit is completed within the period during which
they must be provided. If the audit of such financial statements is not complete within such period,then
the City shall file unaudited financial statements within such period and audited financial statements for the
applicable Fiscal Year to the MSRB,when and if the audit report on such statements becomes available.
If the City changes its Fiscal Year, it will file notice thereof with the MSRB of the change (and of
the date of the new Fiscal Year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section.
C. Notice of Certain Events. The City shall file notice of any of the following events with
respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence
of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults,if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers,or their failure to perform;
(6) Adverse tax opinions,the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affecting the tax status of the Bonds;
(7) Modifications to rights of Holders of the Bonds,if material;
(8) Bond calls,if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall
occur as described below;
(13) The consummation of a merger,consolidation,or acquisition involving the City or
the sale of all or substantially all of its assets, other than in the ordinary course of business, the
entry into of a definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions,other than pursuant to its terms,if material;
139702350.5 -49-
(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 City, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the City, 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 City, 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,or similar
officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding
under state or federal law in which a court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving
the existing governing body and officials or officers in possession but subject to the supervision and orders
of a court or governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the City, and (b) the City 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 City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with this Section by the time required by this Section.
D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as,the City remains an
"obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any
event will give notice of any deposit that causes the Bonds to be no longer Outstanding.
The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the
Bonds,and nothing in this Section,express or implied,shall give any benefit or any legal or equitable right,
remedy, or claim hereunder to any other person. The City undertakes to provide only the financial
information, operating data, financial statements, and notices which it has expressly agreed to provide
pursuant to this Section and does not hereby undertake to provide any other information that may be relevant
or material to a complete presentation of the City's financial results, condition, or prospects or hereby
undertake to update any information provided in accordance with this Section or otherwise, except as
expressly provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE 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 CITY,WHETHER
NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN
THIS SECTION,BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,IN CONTRACT OR
TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION
FOR MANDAMUS OR SPECIFIC PERFORMANCE.
139702350.5 -50-
No default by the City in observing or performing its obligations under this Section shall constitute
a breach of or default under this Ordinance for purposes of any other provision of this Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of
the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to changed
circumstances that arise from a change in legal requirements, a change in law, or a change in the identity,
nature,status,or type of operations of the City,but only if(1)the provisions of this Section,as so amended,
would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in
compliance with the Rule,taking into account any amendments or interpretations of the Rule to the date of
such amendment, as well as such changed circumstances, and (2) either (a)the Holders of a majority in
aggregate principal amount(or any greater amount required by any other provision of this Ordinance that
authorizes such an amendment) of the Outstanding Bonds consent to such amendment or(b) a person that
is unaffiliated with the City(such as nationally recognized bond counsel)determines that such amendment
will not materially impair the interests of the Holders and beneficial owners of the Bonds. The City may
also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions
of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid,
and the City also may amend the provisions of this Section in its discretion in any other manner or
circumstance,but in either case only if and to the extent that the provisions of this sentence would not have
prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds,
giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule.
If the City so amends the provisions of this Section, the City shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in narrative
form,of the reasons for the amendment and of the impact of any change in the type of financial information
or operating data so provided.
E. Information Format — Incorporation by Reference. The City information required under
this Section shall be filed with the MSRB through EMMA in such format and accompanied by such
identifying information as may be specified from time to time thereby. Under the current rules of the
MSRB, continuing disclosure documents submitted to EMMA must be in word-searchable portable
document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by
electronic means and the series of obligations to which such continuing disclosure documents relate must
be identified by CUSIP number or numbers.
Financial information and operating data to be provided pursuant to this Section may be set forth
in full in one or more documents or may be included by specific reference to any document(including an
official statement or other offering document) available to the public through EMMA or filed with the
United States Securities and Exchange Commission.
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 City hereby adopts the General Policies and Procedures
Concerning Compliance with the Rule (the Policies and Procedures), attached hereto as Exhibit G, with
which the City shall follow to assure compliance with the Undertaking. The City 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 City's financial
affairs, its municipal or financial advisors, its legal counsel (including its Bond Counsel), and its
139702350.5 -51-
independent accountants (to the extent determined to be necessary or advisable). The Policies and
Procedures can be amended at the sole discretion of the City 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 47. Book-Entry Only System. The Bonds initially shall be registered so as to
participate in a securities depository system (the DTC System) with the Depository Trust Company, New
York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the
Bonds shall be issued (following cancellation of the Initial Bond described in Section 7) in the form of a
separate single definitive Bond. Upon issuance,the ownership of each such Bond shall be registered in the
name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the
name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to
execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be
necessary to effectuate the DTC System, including the Letter of Representations attached hereto as
Exhibit F(the Representation Letter).
With respect to the Bonds registered in the name of Cede &Co.,as nominee of DTC,the City and
the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other
financial institution for which DTC holds the Bonds from time to time as securities depository(a Depository
Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the
Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the
Paying Agent/Registrar shall have no responsibility or obligation with respect to (1)the accuracy of the
records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the
Bonds, (11)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 (111)the delivery to any Depository Participant or any Indirect Participant or any other
Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or
interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor
thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make
payments of principal,premium,if any, and interest pursuant to this Ordinance. Upon delivery by DTC to
the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest
checks or drafts being mailed to the Holder,the word "Cede & Co." in this Ordinance shall refer to such
new nominee of DTC.
In the event that(a) the City determines that DTC is incapable of discharging its responsibilities
described herein and in the Representation Letter, (b)the Representation Letter shall be terminated for any
reason,or(c)DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds
that they be able to obtain certificated Bonds,the City shall notify the Paying Agent/Registrar, DTC, and
the Depository Participants of the availability within a reasonable period of time through DTC of bond
certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as
nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of
and deposited with a successor depository operating a securities depository system, as may be acceptable
to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not
select such alternate securities depository system then the Bonds may be registered in whatever name or
names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the
provisions hereof.
139702350.5 -52-
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 48. Further Procedures. The officers and employees of the City are hereby authorized,
empowered and directed from time to time and at any time to do and perform all such acts and things and
to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all
such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out
the terms and provisions of this Ordinance,the initial sale and delivery of the Bonds,the Agreement, the
Paying Agent/Registrar Agreement, and the Purchase Contract. In addition, prior to the initial delivery of
the Bonds, each 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 (1) 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, (11) obtain a rating from any of the national bond rating agencies, or(111) obtain the approval of
the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall
appear on any certificate shall cease to be such officer before the delivery of such certificate,such signature
shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office
until such delivery.
SECTION 49. Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or for any reason, publication of
notice cannot be made meeting any requirements herein established,any notice required to be published by
the provisions of this Ordinance shall be given in such other manner and at such time or times as in the
judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required
publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed
to be in compliance with the requirements for publication thereof.
SECTION 50. No Recourse Against City Officials. No recourse shall be had for the payment of
principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance
against any official of the City or any person executing any Bond.
SECTION 51. Automatic Budget Amendments to Reflect Final Debt Service Pa. mom. To the
extent that the City Council adopts an annual budget that includes payment of debt service on any Bonds
issued (or to be issued) pursuant to this Ordinance based on the City's reasonable expectations and
projections relative to the Bonds, such budget entries shall be automatically adjusted to reflect actual debt
service payments on those Bonds or any Previously Issued Parity Obligations coming due during the period
of time covered by such budget. The Authorized Official, or the designee thereof, is authorized to make
such necessary budget entries and/or adjustments to reflect these final debt service amounts.
SECTION 52. Covenants of Compliance. The City shall faithfully and punctually perform all
duties with reference to the System required by the Act,all other applicable laws of the State of Texas,and
the provisions of this Ordinance and that the City shall render no free service to any customers or other
persons.
SECTION 53. Reserved.
SECTION 54. Construction of Terms. If appropriate in the context of this Ordinance, words of
the singular number shall be considered to include the plural,words ofthe plural number shall be considered
139702350.5 -53-
to include the singular, and words of the masculine, feminine, or neuter gender shall be considered to
include the other genders.
SECTION 55. Ancillary Bond Contracts. Though such parties may be identified, and the entry
into a particular form of contract may be authorized herein, the City Council hereby delegates to each
Authorized Official 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,the City's Financial
Advisor, or the City's Bond Counsel to be necessary or incidental to the issuance of the Bonds as long as
each of such contracts has a value of less than 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. The City Council has not participated in the
selection of any of the business entities which are counterparties to the Ancillary Bond Contracts.
SECTION 56. City's Consent to Provide Information and Documentation to the Texas MAC. The
Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership corporation organized
exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which
serves as a comprehensive financial information repository regarding municipal debt issuers in Texas,
requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof.
In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby
consents to and authorizes the Authorized Official, the City's Bond Counsel, and/or the City's Financial
Advisor 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 57. Effective Date. This Ordinance shall be in force and effect from and after its final
passage, and it is so resolved.
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139702350.5 -54-
SIGNED AND SEALED THIS DAY OF ,2024.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
(SEAL)
APPROVED THIS DAY OF 2024:
Miles Risley, City Attorney
Signature page to the Ordinance
5-55
INDEX TO SCHEDULES AND EXHIBITS
Schedule I......................Refunded Obligations
Schedule IL...................Approval Certificate
Exhibit A.......................Paying Agent/Registrar Agreement
Exhibit B.......................Purchase Contract
Exhibit C.......................Escrow Agreement
Exhibit D.......................Notices of Redemption
Exhibit E.......................Description of Annual Financial Information
Exhibit F ....................... DTC Letter of Representations
Exhibit G.......................General Policies and Procedures Concerning Compliance With the Rule
Exhibit H................Form of Reimbursement Agreement
Index-1
SCHEDULEI
Schedule of Refunded Obligations
1. City of Corpus Christi, Texas Utility System Junior Lien Revenue
Refunding Bonds, Taxable Series 2020B", dated July 15, 2020, in the
original principal amount of$183,635,000, and stated to mature on July 15
in each of the years 2025 through 2036 in the aggregate principal amount
of$88,675,000, to be redeemed on , 2024.
139702350.5 Schedule 1-1
SCHEDULEII
Approval Certificate
See Tab No.
139702350.5 Schedule 11-1
EXHIBIT A
Paying Agent/Registrar Agreement
See Tab No.
139702350.5 A-1
EXHIBIT B
Purchase Contract
See Tab No.
139702350.5 B-1
EXHIBIT C
Escrow Agreement
See Tab No.
139702350.5 C-1
EXHIBIT D
Notices of Redemption
See Tab No.
139702350.5 D-1
EXHIBIT E
Description of Annual Financial Information
The following information is referred to in Section 46 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually in
accordance with such Section are as specified (and included in the Appendix or under the headings of the
Official Statement referred to)below:
1. The City's audited financial statements for the most recently concluded Fiscal Year of the
general type as attached as Appendix B to the Official Statement or to the extent these audited
financial statements are not available, unaudited financial statements of the City for the most
recently concluded Fiscal Year.
2. The quantitative financial information and operating data of the general type in Tables 1 through
22 contained in the Official Statement.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the
notes to the financial statements referred to above.
139702350.5 E-1
EXHIBIT F
DTC Letter of Representations
See Tab No.
139702350.5 F-1
EXHIBIT G
General Policies and Procedures
Concerning Compliance with the Rule
I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 46 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 City 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 City's
compliance with the Rule.
III. The City 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 46C of the Ordinance,
which provisions are a part of the Undertaking.
IV. The City is aware that "participating underwriters" (as such term is defined in the Rule) of the
Bonds must make inquiry and reasonably believe that the City 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 City 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 City's informal policies, procedures, and processes utilized prior to the
Effective Date for compliance with the City's obligations under the Rule,the advice from and discussions
with the City's internal senior staff(including staff charged with administering the City's financial affairs),
its co-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 Director of Finance and Procurement (the Compliance Officer) shall be responsible for
satisfying the City'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 City's information of the
type described in Section 46B of the Ordinance;
3. the Compliance Officer shall promptly determine the occurrence of any of the events described
in Section 46C of the Ordinance;
4. the Compliance Officer shall work with external consultants of the City, as and to the extent
necessary,to timely prepare and file with the MSRB the annual information ofthe City 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;
139702350.5 G-I
5. the Compliance Officer shall establish a system for identifying and monitoring any Financial
Obligations,whether now existing or hereafter entered into by the City,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 City 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 City; 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 City's
internal staff identified by the Compliance Officer to assist with the City's satisfaction of the
terms and provisions of the Undertaking.
139702350.5 G-2
EXHIBIT H
Form of Reimbursement Agreement
Not applicable
139702350.5 H-1
I
Utility Revenue Bonds
Delegation Ordinance
Legistar #24-0630
City Council Meeting
April 23, 2024
Financing of Capital Projects
• Capital Improvement Projects (CIP) and funding are
approved in the City's Capital Budget
• Reimbursement resolutions were approved by City Council
on January 25, 2022 and December 20, 2022 to begin
using funds for the projects
• Capital Budget staff assesses funding needs for next 12-18
months to determine what debt needs to be issued to
fund current and prior year approved projects
• Today - First reading of an ordinance delegating the
authority to certain city staff to approve the sale of Utility
Revenue Bonds within stated parameters
Summary of Financial Transaction
• Issuance of Utility System Revenue Bonds in an amount not to
exceed $186,089,000 for water, wastewater, and storm water
utility improvements
• Potential refunding of up to $100,000,000 of existing Utility
System Revenue Bonds for savings
Projects to be Funded - Water
■ Water Sources —
■ Choke Canyon Dam Improvements
■ Wesley Seale Dam Modernization and Improvements
■ Water Supply Lines —
■ Mary Rhodes Pipeline Condition Assessment and Cathodic
Protection
■ Water Treatment —
■ ON Stevens Water Treatment Plant Project Improvement
■ Water Distribution Lines —
■ Citywide Water Line Repair / Replacement
■ Water Utility Support for Street Construction Projects
Projects to be Funded - Wastewater
■ Wastewater Treatment Plant Improvements
■ Wastewater Lift Station Upgrades
■ Wastewater System Collection Lines Maintenance
■ Wastewater Utility Support for Street
Construction Projects
• Projects to be Funded - Stormwater
■ La Volla Creek Improvements
■ North Beach Drainage Improvements
■ Oso Creek Bottom Rectification
■ Citywide Stormwater Infrastructure Rehabilitation
■ Stormwater Utility Support for Street Construction
Projects
Projects to be Funded - Gas
■ New Gas Line Under Ship Channel
■ Citywide Gas Infrastructure Improvements
■ Gas Department Building Improvements
■ Gas Utility Support for Street Construction
Projects
- � - Steps for Issuance
Specific steps must be followed per state law for
the issuance of Utility Revenue Bonds:
• April 23, 2024 - First Reading of ordinance to authorize
delegation of authority
• May 14, 2024 - Second reading and adoption of
ordinance authorizing delegation of authority
• May 23, 2024 — Sale of Utility System Revenue bonds
• June 18, 2024 — Closing Date for Utility System Revenue
Bonds
Ordinance#24-0630 Utility System Revenue&Refunding Bonds-Financing Plan Presentation April 23,2024
City of Corpus Christi, Texas
Victor Quiroga Dan Wegmiller
Managing Director Managing Director
711 N Carancahua St 248 Addie Roy Road
Suite 401 Suite 8746
SPECIALIZED PUBLIC FINANCE INC. Corpus Christi,Texas 78401 Austin,Texas 78746
FINANCIAL ADVISORY SERVICES 361.278.1310 512.820.6086
FL-1victor(a)spfmuni.com dan(a)spfmuni.com
Utility System Revenue Bonds Financing Overview perApproved Budget
➢ Ordinance #24-0630 will allow for the issuance of Utility System Revenue and
Refunding Bonds to fund scheduled, planned, projects and to refinance existing
debt for estimated ratepayer savings of $2.6 million
PLANNED ISSUANCE* PRELIMINARY USE OF PROCEEDS
In Millions($)
1) Utility System Revenue Improvement Revenue&Refunding Bonds, Series 2024 Bonds
Water $87,07
— Not to exceed $186,090,000 to fund
planned projected Wastewater 58.53
— Bonds will not fund proposed Stormwater 31.31
desalination project
Gas 9.18
— Not to exceed $100,000,000 to
pursue an Escrow to Maturity Total $186.09
Refinancing of the Series 2020B
Taxable Bonds for estimated
ratepayer savings of$2.6 million METHOD OF SALE
— Projected annual savings of Open market financing through a
$215,000 through 2036 negotiated sale process
Preliminary, subject to change.
SPECIALIZEDgPUBLIC FINANCE INC. CITY OF CORPUS CHRISTI,TEXAS I 1
QUESTIONS ?