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HomeMy WebLinkAbout025120 RES - 11/26/2002 RESOLUTION APPROVING THE RESOLUTION AUTHORIZING ]'HE ISSUANCE OF BONDS BY THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND THE EXECUTION OF A PROJECT AGREEMENT, AND A BOND PURCHASE AGREEMENT WITH RESPECT TO THE ARENA PROJECT WHEREAS, Corpus Christi Business and Job Development Corporation (the "Corporation") was created under the auspices of the City of Corpus Christi, Texas (the "City"); and WHEREAS, the Corporation heretofore has issued, and the City approved the issuance of, its Sales Tax Revenue Notes, Taxable Series 2001 (Arena Project) (the "Series 2001 Notes"), for the purpose of paying the costs of acquiring land and other related costs to the development of the "Arena Project"; and WHEREAS, the Corporation by resolution adopted October 7, 2002 authorized the issuance of the hereinafter described bonds for the purposes described in said resolution; and WHEREAS, the City Council by resolution adopted October 8, 2002 approved said resolution; and WHEREAS, Section 25(t) of the Development Corporation Act of 1979 (the "Act"), pursuant to which the hereinafter described bonds are to be issued, requires that bonds be delivered within sixty days of the day the governing body of the entity that creates a corporation under the Act approves the resolution of the corporation providing for the issuance of bonds; and WHEREAS, due to delays in selling the bonds authorized by the resolution adopted by the Colporation on October 7, 2002 and approved by the City Council by resolution adopted October 8, 2002, it is deemed necessary and advisable that this Resolution be adopted. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: Section 1. The resolution (the "Resolution") adopted by the Corporation, in substantially the Ibrm and substance as attached to this Resolution and made a part hereof for all purposes, is hereby approved, and sales tax revenue bonds in the principal amount not to exceed $50,000,000 (the "Bonds"), may be issued for the purpose of refunding the Series 2001 Notes, paying the costs of issuance incurred in connection with the sale of the Bonds, and providing all or a portion of the cost of the project as specified in the Resolution (the "Project") for use by the City, which Project is in compliance with the Act; and said Resolution, Bonds and Project are hereby approved. Section 2. The "Project Agreement" between the City and the Corporation, in substantially the form and substance as attached to this Resolution and made a part hereof for all purposes, is hereby approved and the City Manager and the City Secretary are hereby authorized to execute, attest, seal and deliver the Project Agreement. Section 3. The "Bond Purchase Agreement" between the Corporation and the underwriters named therein, in substantially the form and substance as attached to this Resolution and made a part 625120 hereof for all purposes, is hereby approved. Section 4. This Resolution supersedes the resolution adopted by the City Council on October 8, 2002. CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS COUNTIES OF NUECES AND SAN PATRICIO CITY OF CORPUS CHRISTI We, the undersigned officers of said City, hereby certify as follows: 1. The City Council of said City convened in SPECIAL MEETING ON THE 26TH DAY OF NOVEMBER, 2002, at the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to-wit: Samuel L. Neal, Jr. Brent Chesney, Javier D. Colmenero, Henry Garrett, Bill Kelly, Rex Kinnison, John Longoria, Jesse Noyola, Mark Scott David Garcia, James Bray, Lee Ann Dumbauld, Armando Chapa, Mayor Councilmembers City Manager, City Attorney, Director of Financial Services, City Secretary and all of said persons were present, except the following absentee: , thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written RESOLUTION APPROVING THE RESOLUTION AUTHORIZING THE ISSUANCE OF BONDS BY THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND THE EXECUTION OF A PROJECT AGREEMENT, AND A BOND PURCHASE AGREEMENT WITH RESPECT TO THE ARENA PROJECT was duly introduced for the consideration of said City Council and read in full. It was then duly moved and seconded that said Resolution be passed; and, after due discussion, said motion carrying with it the passage of said Resolution. prevailed and carried by the following vote: AYES: NOES: 2. That a true, full and correct copy of the aforesaid Resolution passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in said City Council's minutes of said Meeting; that the above and tbregoing paragraph is a true, full and correct excerpt from said City Council's minutes of said Meeting pertaining to the passage of said Resolution; that the persons named in the above and fore- going paragraph are the duly chosen, qualified and acting officers and members of said City Council as indicated therein; that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for passage at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code. SIGNED AND SEALED the 26th day of November, 2002. City Secretary SEAL PROJECT AGREEMENT THIS PROJECT AGREEMENT (this "Contract") executed by and between the City of Corpus Christi, Texas (the "City") and the Corpus Christi Business and Job Development Corporation (the "Corporation") WiTNESSETH: WHEREAS, the Corporation was created by the City pursuant to authority granted by Article 5190.6, Texas Revised Civil Statutes, as amended (the "Act"), specifically with the Corporation to possess the powers granted by Section 4A of the Act; and WHEREAS, on November 7, 2000, the citizens of the City voting at an election on said date approved the levy of a one-eighth of one percent sales and use tax upon the receipts at retail of taxable items, pursuant to Section 4A of the Act, for the "Arena Project", as described in the proposition approved by the citizens voting at said election (the "Arena Project Sales Tax"); and WHEREAS, under authority of the Act, it is the intent of the Corporation to issue bonds, notes or other obligations permitted by law (collectively referred to herein as the "Bonds") for the purpose of financing eligible projects under the Act, particularly Section 4A thereof, and to secure said bonds with the Arena Project Sales Tax collected by the City under authority of Section 4A of the Act; and WHEREAS, on the date of the execution of this Contract, the Corporation has adopted a bond resolution (the "Resolution") and the City has approved the adoption of the Resolution by the Corporation, which Resolution has authorized the issuance of the Bonds for the purpose of financing Costs related to the construction, equipping, operation and maintenance of the "Arena Project" (as so defined in the Resolution, the "Project"); and WHEREAS, the Corporation and the City heretolbre have entered into a sales tax remittance agreement (the "Sales Tax Remittance Agreement") for the purpose of providing a mechanism for distributing the Arena Project Sales Tax between the Corporation and the City; and WHEREAS, the parties hereto find it necessary and advisable to enter into this Agreement to evidence the duties and responsibilities of the respective parties with respect to the construction and acquisition of the Project. NOW THEREFORE, in consideration of the covenants and agreements herein made, and subject to the conditions herein set forth, the City and the Corporation contract and agree as follows: Section 1. DEFINITIONS AND INCORPORATION OF PREAMBLES. The terms and expressions used in this Contract, unless the context shoxvs clearly other~vise, shall have meanings set forth herein, including terms defined in the Preambles hereto, which preambles are incorporated in and made a part hereof for all purposes, or, if not defined herein, such terms shall have the meanings given in the Resolution. Section 2. OBLIGATION OF CORPORATION TO ACQUIRE. The Corporation agrees to pay, and will pay, all of the actual costs of acquiring and equipping, by purchase and construction, the Project, through the issuance of its Bonds to provide the money for such payment, all in the manner hereinafter described and as provided in the Resolution; and the Corporation, by such payment, will thus acquire, construct and equip the Project tbr the benefit of the City. Section 3. THE RESOLUTION. The proceeds from the sale of the Bonds will be used for the payment of all of the Corporation's costs and expenses in connection with the Project and the Bonds, including, without limitation, all financing, legal, printing, administrative, and other expenses and costs incurred in issuing its Bonds and acquiring the Project, and to fund a debt service reserve and the other funds required by the Resolution. The Resolution authorizes the issuance of Bonds in the amount not to exceed $50,000,000, to cover the costs and expenses and other amounts required for the initial development of the Project, and to refund the outstanding Series 2001 Notes issued by the Corporation to acquire the site at which the Arena Project is to be constructed and other costs associated with the development of the Arena Project, as specified in the Resolution. Hoxvever, should the Bond proceeds be insufficient for the payment of all of the Corporation's costs and expenses in connection xvith the acquisition, construction and equipping of the Project, subject to the limitations contained in the Resolution concerning the use of excess Pledged Revenues, the Corporation may use Arena Project Sales Tax revenues, to the extent they are in excess of amounts needed to pay debt service on the Bonds, and, if so required by the terms of the Resolution. to fund and maintain a reserve fund, to complete the Project in accordance ~vith the terms of the Resolution, and in accordance with Section 4 hereof. Section 4. ACQUISITION CONTRACTS. The City', acting on behalf of and as agent for the Corporation, will enter into such contracts as are necessary to provide for acquiring, by pur- chase and construction, the entire Project, and said contracts shall be executed as required by the laws applicable to the City. The Corporation shall cause the amounts due under such contracts to be paid from the proceeds from the sale of the Bonds. The Corporation shall deposit the proceeds from the sale of the Bonds into the Construction Fund in accordance with the Resolution. Said Construction Fund shall be used for paying the Corporation's costs and expenses incidental to the Bonds and to pay the costs of acquiring, by purchase and construction, the Project. All contracts and draws on the Construction Fund shall be approved by the Corporation and the City, and any form of written approval signed by the Chairperson of the Board of Directors of the Corporation or by the Director of Financial Services of the City will evidence the approval of the Corporation and the City for the purposes of this Section 4. Draws on the Construction Fund shall be made in accordance with Section 11 of the Resolution. 2 Section 5. OWNERSHIP OF PROJECT. (a) The Corporation will provide, make available, and render, to and for the benefit of the City and its inhabitants, the facilities and services of the Project paid for and acquired by the Corporation pursuant to this Contract. It is agreed that the City always shall have the exclusive use of the Project. In consideration of the Corporation's acquiring, making available, and rendering to and tbr the benefit of the City and its inhabitants, the facilities and services of the Project, the City makes and agrees to comply with its covenants which are set forth in the Sales Tax Remittance Agreement. As further consideration, it is agreed that the City will have the sole responsibility' for operating and maintaining the Project, and that funds for such purpose shall be made available to the City by the Corporation from the Arena Project Sales Tax, consistent with the proposition authorizing the levy and collection of the Arena Project Sales Tax approved by the citizens of the City at the November 7, 2000 election. The City shall not be relieved of its covenants and obligations under the Sales Tax Remittance Agreement, notxvithstanding the failure of the Corporation to acquire or construct all or any part of the Project. It is hereby provided that in further consideration of the covenants made by the City under this Section and under the Sales Tax Remittance Agreement, the City shall become the oxvner of the Project upon completion of the construction of each distinct portion of the Project, as more particularly described in Section 5(b) of this Contract. (b) After completion of the acquisition and construction of each identifiable portion of the Project, and when an identifiable portion of the Project is ready to be placed in service, the City shall inspect the same and if it is found by the City to have been acquired and constructed as required by this Contract, the City, acting by and through the City Manager of the City, shall notify the Corporation in writing that it has accepted the Project. Upon such acceptance, all of the Corporation's right, title, and interest of every nature whatsoever in and to such portion of the Project automatically shall vest irrevocably in the City without the necessity of the execution of any conveyance by the Corporation. and such transaction shall result in the automatic sale and delivery of such portion of the Project by the Corporation to the City, and the vesting of title to such portion of the ProJect in the City in consideration for the agreement of the City to perform its obligations required under this Contract. If requested in writing by the City, acting by and through the City Manager of the City, the Corporation will execute and deliver to the City an appropriate instrument acknoxvledging that such sale, delivery, and vesting of title has occurred, but such instrument shall not be necessary to effect the automatic sale, delivery, and vesting of title, which shall occur as described above. Until the acceptance of a portion of the Project by the City, all right, title, and interest in and to a portion of the Project shall be in the Corporation. After such acceptance and the resulting sale, delivery, and vesting of title in the City, the Corporation shall have no right, title, or interest im or responsibility with respect to, a portion of the Project and the Corporation shall have no right to extend, improve or otherwise expend funds in the Construction Fund of the Resolution for such portion of the Project. Section 6. ACQUISITION. The City and the Corporation agree to proceed promptly with the acquisition, by purchase and construction, of the Project. The City and Corporation hereby covenant that they will make a diligent eflbrt to complete such acquisition as soon as practicable. The City and the Corporation do not anticipate any delays in completing the acquisition of the Project, but the City and the Corporation shall not be liable to each other for any damages caused by any delays in completion of the Project. Section 7. USE OF CITY'S PUBLIC PROPERTY. By these presents, the City authorizes use by the Corporation of any and all real property, streets, alleys, public ways and places, and general utility' or sewer easements of City for acquisition and construction of the Project. Section 8. FORCE MAJEURE. Ii; by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this agreement, then such party shall give notice and tull particulars of such Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but/hr no longer period, and any such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, orders of any kind of the Government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquake, fires, hulTicanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines, or canals, or other causes not reasonably within the control of the party claiming such inability, it is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties xvhen such settlement is unfavorable to it in the judgment of the party having the difficulty. It is specifically excepted and provided, however, that in no event shall any Force Majeure relieve the City of its obligation to transfer Arena Project Sales Tax revenues to the Corporation as required under the Sales Tax Remittance Agreement, and lbr the Corporation to apply, account for, and transfer the Pledged Revenues as provided in the Resolution. Section 9. REGULATORY BODIES. This Contract and the Project shall be subject to all valid rules, regulations, and laws applicable thereto passed or promulgated by the United States of America, the State of Texas, or any governmental body or agency having lawful jurisdiction or any authorized representative or agency of any of them. Section 10. TERM OF CONTRACT. That the term of this Contract shall be for the period during which the Bonds or any interest thereon are outstanding and unpaid. [Execution Page Folloms'] 4 IN WITNESS WHEREOF, the Corporation and the City, acting under authority of their respective governing bodies have caused this Contract to be duly executed in several counterparts, each of which shall constitute an original, ail as of the 21 st day of August, 2001, which is the date of this Contract. CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION ATTEST: By Chairperson, Board of Directors Secretary, Board of Directors (CORPORATION SEAL) CITY OF CORPUS CHRISTI, TEXAS ATTEST: By City Manager City Secretary (CITY SEAL) $47,540,000' CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION SALES TAX REVENUE REFUNDING AND IMPROVEMENT BONDS, SERIES 2002 (ARENA PROJECT) PURCHASE CONTRACT October __, 2002 Chairperson and Board of Directors Corpus Christi Business and Job Development Corporation 1201 Leopard Corpus Christi. Texas 78401 Ladies and Gentlemen: The undersigned (the "Under~vriters"), acting through the Authorized Representative designated in Section I hereof (the "A uthorized Representative"), offer to enter into the following agreement (this "Purchase Contract") with the CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION (the "Corporation") which, upon your acceptance of this offer, will be binding upon you and upon the Underwriters. The offer contained herein is made subject to your acceptance of this Purchase Contract on or before 10:00 p.m., Corpus Christi, Texas time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Underwriters upon notice delivered to the Corporation by the Underwriters at any time prior to the acceptance hereof by the Corporation. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis of the respective representations, warranties, and covenants set forth herein, the Underwriters hereby agree to purchase from the Corporation, and the Corporation hereby agrees to sell and deliver to the Underwriters, all (but not less than all) of an aggregate of $47,540,000 original principal amount of CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION SALES TAX REVENUE REFUNDING AND IMPROVEMENT BONDS, SERIES 2002 (ARENA PROJECT) (the "13onds"). The Bonds shall be dated October 15, 2002 and shall have the stated maturities, be offered at the prices, and bear interest at the rates per annum all as set forth in the Official Statement (hereinafter defined). Interest on the Bonds will be payable initially on March 1, 2003 and on each Septmnber I and March I thereafter. In addition, the authorization for the City Manager to obtain a municipal bond insurance policy for the Bonds and a surety bond policy for the Reserve Fund for *Preliminary, subject to change #45232900v I the Bonds is further described in Schedule I attached hereto. As provided in the Bond Resolution (hereafter defined), the City Manager has been authorized by the Board of Directors of the Corporation to execute this Purchase Contract based upon the information contained in Schedule I hereto. The purchase price for the Bonds is $ (representing an aggregate principal amount of $ of Bonds, plus a net original issue premium of $ , less the Underwriters' discount ors ), and no accrued interest. On behalf of the Corporation, the Underwriters shall also transfer, via federal funds wire, on the date of the Closing the amount of $ to the Insurer (hereinafter defined) as the insurance premiums for the bond insurance policy and the surety bond policy, if any. This amount shall reduce the purchase price for the Bonds and is being transferred to the Insurer by the Authorized Representative on the date of the Closing (hereafter defined) as an accommodation to the Corporation. The Bonds are to be issued pursuant to the provisions of Texas Revised Civil Statutes Annotated Article 5190.6, as amended (the "Act"), specifically Section 4A of the Act, and are secured under the provisions of a resolution dated October 7, 2002 authorizing their issuance and sale (the "BondResolution") adopted by the Board of Directors of the Corporation (the "Board") on the date hereof. The Bonds are to bear interest, be subject to redemption, and be payable as provided in the Bond Resolution, all as described in the Official Statement referred to below. Capitalized terms not defined herein shall have the meanings assigned in the Bond Resolution. A portion of the proceeds received by the Corporation from the sale of the Bonds pursuant hereto and certain other funds of the Corporation, if any, shall be utilized to redeem the Refunded Notes (as defined in the Official Statement). The Corporation and the City Council of the City of Corpus Christi, Texas (the "City") have entered into a Sales Tax Remittance Agreement (the "FinancingAgreement") relating to the transfer of the Sales Tax from the City to the Corporation and a Project Agreement (the "Project Agreement ") relating to the construction and transfer of the Project from the Corporation to the City. RBC Dain Rauscher Inc. represents that it has been duly authorized to execute this Purchase Contract and has been duly authorized to act hereunder as the Authorized Representative. All actions which may be taken hereunder by the Underwriters may be taken by the Authorized Representative alone. In as much as this purchase and sale represents a negotiated transaction, the Corporation understands, and hereby confirms, that the Underwriters are not acting as a fiduciary of the Corporation, but rather are acting solely in their individual capacities as an underwriter for their own accounts. 2. Public Offering. The Underwriters agree to make a bona fide public offering of all of the Bonds at a price not to exceed the public offering price set forth on the cover of the Official Statement and may subsequently change such offering price without any requirement of prior notice. The Underwriters agree, for the purpose of enabling the Corporation to comply with its obligations set forth in Section 5(1) of this Purchase Contract, to inform the Corporation of the date of expiration of the initial offering period for the Bonds. The Underwriters may offer and sell Bonds to certain #45232900vl -2- dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the public offering price (or yields higher than the public offering yields) stated on the cover of the Official Statement. On or before Closing, the Authorized Representative shall execute the Issue Price Certificate attached hereto as Exhibit A verifying the initial offering prices to the public at which a substantial amount of each stated maturity of the Bonds was sold to the public. 3. OflScial Statement. The Bonds are described in the final Official Statement dated the date hereof', a substantially final version of which is attached hereto as Exhibit B. Such final Official Statement, together with the Appendices thereto, as further amended or supplemented only in the manner hereinafter provided, is herein referred to as the "Official Statement". The Corporation hereby authorizes and approves the distribution and use by the Underwriters of the Official Statement in connection with the offering and sale of the Bonds. In addition, the Corporation hereby ratifies and approves the distribution of the Preliminary Official Statement dated October 17, 2002 relating to the Bonds (the "Preliminary Official Statement") and its use by the Underwriters prior to the date hereof in connection with the offering and sale of the Bonds. The Corporation shall within seven days of the date hereof(exclusive of Saturdays, Sundays, and legal holidays) provide additional printed copies of the Official Statelnent in such form and number as the Underwriters may request in order to enable the Underwriters to colnply with their obligations set forth in 17 C.F.R. Section 240.15c2-12 ("Rule 15c2-12"). In the event that the number of additional copies of the Official Statement supplied to the Underwriters pursuant to the immediately preceding sentence shall prove to be insufficient to enable the Underwriters to comply with their obligations under paragraph (b) of Rule 15c2-12, the Corporation agrees to make available from time to time such additional printed or photostatic copies of the Official Statement as may be required to enable the Underwriters to comply with their obligations under Rule 15c2-12, but at the expense of the Underwriters. Lastly, the Board hereby ratifies and approves the execution by the Chairperson of the Board of a Rule 15c2-12 Certificate pertaining to the distribution of the Preliminary Official Statement. 4. Security Deposit. Delivered to the Corporation herewith is a corporate check of the Authorized Representative payable to the order of the Corporation in the amount of $475,000. The Corporation agrees to hold such check uncashed until the Closing to ensure the performance by the Underwriters of their obligations to purchase, accept delivery of, and pay for the Bonds at the Closing. Concurrently xvith the payment by the Underwriters of the purchase price of the Bonds at the Closing, the Corporation shall return such check to the Authorized Representative. Should the Corporation fail to deliver the Bonds at the Closing, or should the Corporation be unable to satisfy the conditions of the obligations of the Underwriters to purchase, accept delivery of, and pay for the Bonds, as set forth in this Purchase Contract (unless waived by the Authorized Representative), or should such obligations of the Underwriters be terminated for any reason permitted by this Purchase Contract, such check shall immediately be returned to the Authorized Representative. In the event the Underwriters fail (other than for a reason permitted hereunder) to purchase, accept delivery of, and pay for the Bonds at the Closing as herein provided, such check shall be retained by the Corporation as and for full liquidated damages for such failure of the Underwriters and for any defaults hereunder on the part of the Underwriters. Acceptance of such check by the Corporation #45232900vl -3- shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults, and neither the Corporation nor any other person shall have any further action for damages, specific performance, or any other legal or equitable relief against the Underwriters. The Underwriters and the Corporation understand that in such event the Corporation's actual damages may be greater or may be less than such amount. Accordingly, the Underwriters hereby waive any right to claim that the Corporation's actual damages are less than such amount, and the Corporation's acceptance of this off'er shall constitute a waiver of any right the Corporation may have to additional damages from the Underwriters. The Authorized Representative hereby agrees not to stop or cause payment on said check to be stopped unless the Corporation has breached any of the terms of this Purchase Contract. 5. Representations and Warranties. The Corporation hereby represents and warrants to the Underwriters as follows: (a) The Corporation is a nonprofit industrial development corporation of the State of Texas created by the City of Corpus Christi, Texas pursuant to Section 4A of the Act, and is duly created, organized and existing in good standing under the laws of the State of Texas and the Act. (b) The Corporation has the power and is authorized under the laws of the State of Texas, including particularly the Act, to (i) issue the Bonds for the purpose for which they are to be issued, and (ii) enter into and perform this Purchase Contract, the Project Agreement, and the Financing Agreement. (c) The Corporation has the requisite right, power, and authority (i) to adopt the Bond Resolution authorizing the issuance of the Bonds and the execution and delivery of this Purchase Contract, the Project Agreement, and the Financing Agreement, (ii) to execute, deliver, and perform its obligations under this Purchase Contract, the Project Agreement, and the Financing Agreement, and (iii) to consummate the transactions described in such instruments and in the Official Statement, and the Corporation has complied with all provisions of applicable law in all matters relating to such transactions. (d) The information contained in the Preliminary Official Statement is as of the date hereof, and the information contained in the Official Statement as of the date of Closing, will be correct in all material respects, and such information does not contain and will not contain any untrue statement ora material fact and does not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements in the Preliminary Official Statement, as of the date hereof, or in the Official Statement, as of the date of Closing, in light of the circumstances under which they were made, not misleading. (e) The Corporation has duly authorized all necessary action to be taken by it for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Official #45232900vl -4- Statement; (ii) the approval of the Official Statement and the signing of the Official Statement by a duly authorized officer(s); and (iii) the execution, delivery, and receipt of this Purchase Contract, the Bonds, the Project Agreement, the Financing Agreement, and any and all such other agreements and documents as may be required to be executed, delivered, and received by the Corporation in order to carry out, give effect to, and consummate the transactions described herein and in the Bonds, the Official Statement, the Project Agreement, and the Financing Agreement. (f) The Bond Resolution is and, on the date of the Closing, will be in full force and, on the date of Closing, the Financing Agreement and the Project Agreement will have been duly executed and delivered by the Corporation. The Bond Resolution is and, on the date of the Closing, will be the legal and valid act of the Corporation, and, assuming the due authorization, execution, and delivery of such instruments by the other parties thereto and their authority to perform such instruments, this Purchase Contract, the Project Agreement, and the Financing Agreement are, and, on the date of the Closing will be, the legal, valid, and binding agreements on behalf of the parties thereto, enforceable (assuming the due authorization and execution by the other parties to such documents) in accordance with their respective terms (except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, and similar laws affecting creditors' rights generally and general principles of equity). (g) The Bonds, when issued, delivered, and paid for as herein provided, will have been duly authorized, executed, and issued and will constitute legal, valid, and binding obligations of the Corporation entitled to the benefits of the Bond Resolution. (h) Except as otherwise disclosed in the Official Statmnent, there is no action, suit, proceeding, inquiry, or investigation at law or in equity or before or by any cormnission, public board, or body pending against the Corporation or, to the knowledge of the Corporation, threatened against or affecting the Corporation (or, to the knowledge of the Corporation, any basis therefor) contesting the due organization and valid corporate existence of the Corporation or wherein an unfavorable decision, ruling, or finding would adversely affect (i) the transactions described herein or in the Official Statement relating to the issuance of the Bonds by the Corporation, (ii) the validity or due adoption of the Bond Resolution, or the validity, due authorization, and execution of the Bonds, this Purchase Contract, the Project Agreement, the Financing Agreement, or any agreement or instrument to which the Corporation is a party and which is to be used in the consummation of the transactions described herein or in the Official Statement, (iii) the collection or application of the Sales Tax pledged to pay the principal of and interest on the Bonds, or (iv) the federal tax-exempt status of the interest on the Bonds. Except as described in the Official Statement, the Corporation is not a party to any litigation or other proceeding pending or, to its knowledge, threatened, in any commission, agency, or other adnrinistrative body (either state or federal) which, if decided adversely to the Corporation, would have a materially adverse effect on the financial condition of the Corporation. #4>232900vl -5- (i) The authorization, execution, and delivery by the Corporation of the Official Statement, this Purchase Contract, the Bonds, the Project Agreement, the Financing Agreement, and the other documents described herein and in the Official Statement, the adoption of the Bond Resolution by the Corporation, the consummation of the transactions described herein and therein, and compliance by the Corporation with the provisions of such instruments, do not and will not conflict with or constitute on the part of the Corporation a breach of or a default under any provision of the Constitution of the State of Texas or the Act or any other existing law, commission or administrative decision, regulation, decree, or order or any agreement, indenture, mortgage, lease, or other instm~nent by which the Corporation or its properties are or, on the date of Closing, will be bound or affected. (j) Other than the opinion of the Attorney General of the State of Texas approving the Bonds as required by law and the registration of the Bonds by the Comptroller of Public Accounts of the State of Texas (which approvals and registration shall have been duly obtained or effected on or before the date of the Closing), and other than such permits, consents, licenses, notices, and filings, if any, as may be required under the securities or blue sky laws of any jurisdiction as requested by the Underwriters (all of which, subject to Section 1 I (c) hereof, shall have been duly made or obtained on or before the date of the Closing), no permit, consent, license, notice, or filing with governmental authorities is necessary or required (i) to permit the Corporation to execute and deliver this Purchase Contract, the Financing Agreement, or the other instruments and documents described herein or therein, to perform its obligations hereunder and thereunder, or to consummate the transactions described herein or therein, or (ii) to issue and deliver the Bonds as described herein and in the Official Statement, or to perform in accordance with the terms hereof and thereof, or (iii) to adopt and enact the Bond Resolution, or to perforu~ in accordance with the terms thereof, or to issue and sell the Bonds as therein and in the Official Statement provided. (k) The financial statements of the Corporation included in Appendix C to the Official Statement present fairly the financial position and the results of operations of the Corporation at the respective dates and for the respective periods indicated therein, in conformity with generally accepted account principles applied on a consistent basis throughout the periods presented. (1) If, after the date of this Purchase Contract to and including the date the Underwriters are no longer required to provide an Official Statement to potential customers who request the stone pursuant to the Rule 15c2-12 (the earlier of(i) 90 days from the end of the underwriting period (as defined in Rule 15c2-12) and (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities repository, but in no case less than 25 days after the end of the underwriting period for the Bonds), the Corporation becomes aware of any fact or event which might or would cause the Official Statetnent, as then supplemented or mnended, to contain any untrue statement ora material fact or to omit to state a material fact required to be stated therein or necessary #4~232900vl -6- to make the statements therein, not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Corporation will notify the Authorized Representative (and for the purposes of this clause provide the Authorized Representative with such information as it may from time to time request), and if, in the reasonable opinion of the Authorized Representative, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Corporation will forthwith prepare and furnish, at the Corporation's own expense (in a form and manner approved by the Authorized Representative), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so mnended and supplemented will not, contain any untrue statement ora material fact or omit to state a material 15act required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing, the Corporation shall furnish such legal opinions, certificates, instruments and other documents as the Authorized Representative may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (m) Between the date of this Purchase Contract and the date of the Closing the Corporation shall disclose to, discuss with, and provide any information reasonably requested by the Underwriters in cormection with any breach, default, or failure to comply, of whatever nature and of ~vhich the Corporation has ka~owledge, regarding any law, loan agreement, indenture, or other agreement to which the Corporation is a party or to which the Corporation or any of the property or assets of the Corporation is otherwise subject. (n) The Corporation has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Corporation is a bond issuer whose arbitrage certificates may not be relied upon. (o) To the best of the knowledge and belief of the Corporation, the Preliminary Official Statement contains information, including financial information on operating data, concerning every entity, enterprise, fund, account, or person that is material to an evaluation of the offering of the Bonds; and the Corporation has entered into previous continuing disclosure undertakings (the "Undertaking") in a written contract or agreement specified in Rule 15c2-12 (b)(5)(i) and has not failed to comply with any such Undertaking in any material respect. (p) The Bonds conform to the descriptions thereof contained in the Official Statement under the caption "THE BONDS"; the Bond Resolution conforms to the description thereof contained in the Official Statement under the caption "THE BONDS"; the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the caption "SOURCES AND USES OF FUNDS" and the Undertaking conforms to the description thereof contained in the Official Statement under the caption "CONTINUING DISCLOSURE OF INFORMATION." #45232900v I -7- (q) Between the date of this Purchase Contract and the Closing, the Corporation will not, without the prior written consent of the Underwriters, issue any additional bonds, notes or other obligations for borrowed money payable in whole or in part from the revenues of the Corporation's Sales Tax levied by the City and transferred to the Corporation pursuant to the Act, nor will there be any adverse change ora material nature in the financial position of the Corporation. (r) The Corporation will apply, or cause to be applied, the proceeds froin the sale of the Bonds as provided in and subject to all of the terms and provisions of the Bond Resolution and not to take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (s) Any certificate, signed by any official of the Corporation authorized to do so in connection with the transactions contemplated by this Purchase Contract, shall be deemed a representation and warranty by the Corporation to the Underwriters as to the statements made therein. (t) Between the date of this Purchase Contract and the date of the Closing the Corporation shall disclose to, discuss with, and provide any information reasonably requested by the Underwriters in connection with any breach, default, or failure to co~nply, of whatever nature and of which the Corporation has knowledge, regarding any Iaw, loan agreement, indenture, or other agreement to which the Corporation is a party or to which the Corporation or any of the property or assets of the Corporation is otherwise subject. 6. Representations and Covenants. The Authorized Representative hereby agrees to file the Official Statement with a nationally recognized municipal securities information repository. Unless otherwise notified in writing by the Authorized Representative, the Corporation can assume that the end of the underwriting period for purposes of the Rule 15c2-12 is the date of the Closing. 7. Delivery of, and Payment for, the Bonds. The consummation of the sale of the Bonds to the Underwriters (the "Cloxing") shall be held at such location or locations as may be mutualIy agreed upon by the Corporation and the Underwriters. The Closing shall be held at the offices of McCall, Parkhurst & Horton L.L.P., 717 North Harwood, Suite 900, Dallas, Texas 75201 at 9:00 a.m., Dallas, Texas time, on November 21, 2002, or at such other time or date as shall be mutually agreed upon by the Corporation and the Authorized Representative. Subject to the conditions stated herein, at the Closing, the Corporation will deliver, or cause to be delivered, to the Underwriters the Bonds (being one initial Bond per maturity) in temporary form, duly executed and registered as hereinafter provided, together with the other documents hereinafter mentioned, and the Underwriters will accept such delivery and pay the purchase price of the Bonds as set forth in Section l hereof in immediately available funds by check or wire transfer to or for the account of the Corporation. It is anticipated that the definitive Bonds shall be issued in the form of one typewritten or printed bond for each maturity, registered in the name of #4~232900vl -8- Cede & Co., as the registered owner and nominee for The Depository Trust Company, New York, New York ("DFC"') in the same aggregate principal amount of the Bonds. Delivery of the Definitive Bonds as aforesaid shall be made at the place in New York, New York, designated by DTC. The Corporation will have the opinion of Bond Counsel attached to or printed on the Bonds. The definitive Bonds shall be in fully registered form, bear proper CUSIP numbers, and be in authorized denominations and registered in such names and in such amounts as the Unde~vriters may request. The definitive Bonds shall be made available to the Underwriters for checking and packaging not less than two full business days prior to the Closing. In lieu of the foregoing, such Bonds shall be held in safe custody by the paying agent/registrar or any authorized agent for the paying agent/registrar. The paying agent/registrar shall release or authorize the release of such Bonds at the Closing from safe custody to the Underwriters upon receipt by the Corporation of payment for the Bonds as provided herein. In addition, the Corporation and the Underwriters agree that there shall be a preliminary Closing held at such place as the Corporation and the Authorized Representative shall mutually agree, commencing at least 24 hours prior to the Closing; provided, however, in lieu of this preliminary closing Bond Counsel may provide the counsel to the Underwriters with a complete Transcript of Proceedings on the business day preceding the Closing. Drafts of all documents to be delivered at the Closing shall be prepared and distributed to the parties and their counsel for review at least three business days prior to the Closing. 8. Certain Conditions to Underwriters' Obligations. The obligations of the Underwriters hereunder are subject to the satisfaction on or before the date of the Closing of each of the follo~ving conditions (unless waived by the Underwriters in writing): (a) The representations and warranties of the Corporation contained herein or on any certificate or other document delivered pursuant to the provisions hereof shall be tree on and as of the date of the Closing as though such representations and warranties were made on and as of the date of the Closing. (b) The Corporation shall have performed and complied with all agreements and conditions required by this Purchase Contract to be performed or complied with by it prior to or on the date of the Closing. (c) At the time of the Closing, the Bond Resolution shall be in full force and effect, and the Bond Resolution shall not have been amended, modified, or supplemented, and the Official Statement shall not have been amended, modified, or supplemented, except as may have been agreed to in writing by the Underwriters. (d) At the time of the Closing, all official action of the Corporation related to the Bond Resolution shall be in full force and effect and shall not have been amended, modified, or supplemented. #45232900vl -9- (e) The Corporation shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money. (f) Except as described in the Official Statement, no suit, action, investigation, or legal or administrative proceeding shall be threatened or pending before any commission or governmental agency which is likely to result in the restraint, prohibition, or the obtaining of damages or other relief in connection with the issuance of the Bonds or the consummation of the transactions described herein, or which, in the opinion of the Underwriters, would have a materially adverse effect on the transactions described herein. (g) All steps to be taken and all instruments and other documents to be executed, and all other legal matters in connection with the transactions described in this Purchase Contract shall be reasonably satisfactory in legal form and effect to counsel fbr the Underwriters. (h) At or prior to the Closing, the Underwriters shall have received two (2) executed copies of each of the following documents: (1) the opinion, dated the date of the Closing, of McCall, Parkhurst & Horton L.L.P., Dallas, Texas as bond counsel ("BondCounsel"), in substantiallythe form attached in the Official Statement as Appendix D relating to the Bonds; (2) the supplemental opinion of Bond Counsel in substantially the form attached hereto as Exhibit C; (3) an opinion, dated the date of the Closing, of Fulbright & Jaworski L.L.P., San Antonio, Texas, counsel for the Underwriters, in substantially the form of Exhibit D hereto; (4) an opinion, dated the date of the Closing, of the City Attorney in the substantially form attached hereto as Exhibit E hereto; (5) an opinion, dated the date of the Closing, dated the date of Closing, of the general counsel to (the "Insurer") addressed to the Underwriters, Bond Counsel, counsel to the Underwriters, the financial advisors to the Corporation, and the Corporation in a form satisfactory to Bond Counsel and counsel to the Underwriters; (6) a certificate of the Corporation, dated the date of the Closing and signed on its behalf by the Chairperson of the Board, acting solely in his official capacity, in form satisfactory to Bond Counsel and counsel to the Underwriters, to the effect that (a) the representations and warranties of the Corporation herein, or in any certificate or document delivered by the Corporation pursuant to the provisions hereof, are tree and correct in all material respects on and as of the date #45232900vl -10- of the Closing as though such representations and warranties were made on and as of the date of the Closing, (b) all agreements or conditions to be performed or complied with by the Corporation hereunder to effect the delivery of the Bonds on or prior to the date of the Closing have been performed or complied with, and (c) there has not been any materially adverse change in the financial condition of the Corporation since July 31, 2001; (7) the Official Statement executed on behalf of the Corporation by the Chairperson and the Secretary by manual or facsimile signatures; (8) a copy of the Bond Resolution and all other orders, ordinances, or resolutions or other proceedings of the Corporation authorizing the issuance and sale of the Bonds and the execution and delivery of this Purchase Contract, the Official Statement, the Project Agreement, and the Financing Agreement in each case certified by the Secretary of the Board, as having been duly adopted and being in full force and effect and as being true, accurate, and complete copies thereof; (9) the unqualified opinion, dated on or prior to the date of the Closing, of the Attorney General of the State of Texas (the "Attorney General"), relating to the legality and validity of the Bonds, the defeasance of the Refunded Notes, and approving the Bonds as required by law; (10) evidence satisfactory to the Underwriters that the Bonds have been registered by the Comptroller of Public Accounts of the State of Texas as required by law; (11) a letter from Moody's Investors Service, Inc., Standard & Poor's Ratings Group, and Fitch Ratings indicating a rating for the Bonds which is not lower than "Aaa", "AAA" or "AAA", respectively, based upon the issuance of the bond insurance policy by the Insurer; (12) a certificate, dated the date of the Closing, executed by the Chairperson of the Board, acting solely in his official capacity, to the effect that (i) except to the extent disclosed in the Official Statement, no litigation to which the Corporation is a party is now pending before any federal or state court, or administrative body, or to his knowledge threatened, that seeks to restrain or enjoin the issuance or delivery of the Bonds or questioning the issuance or sale of the Bonds, or the authority or action of the governing body of the Corporation relating to the issuance or sale of the Bonds, or the levy, collection, or application of the Sales Tax pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or that would otherwise adversely affect in a material manner the financial condition of the Corporation to pay the principal of and interest on the Bonds; and neither the corporate existence or boundaries of the Corporation nor the right to hold office of any member of the governing body of the Corporation or any other elected or appointed official of the Corporation is being contested or otherwise questioned, or in any way contesting or affecting the validity of the Bonds, the Bond Resolution, the Financing Agreement, the Project Agreement, or this Purchase Contract, or contesting the powers of the Corporation to issue the Bonds, or contesting authorization of the Bonds, or the Bond Resolution, or contesting in any way the accuracy, completeness, or fairness of the Preliminary Official Statement (to the extent not modified by the Official Statement) or the Official Statement; and (ii) to the best of such person's knowledge, no event affecting the Corporation has occurred since the date of the Official Statement which should be disclosed therein for the purpose for which it is to be used or which it is necessary to be disclosed therein in order to ~nake the statements and information therein not misleading in any respect; (13) a certificate of the Corporation, dated the date of the Closing, and signed by an authorized representative of the Corporation in the form approved by Bond Counsel and satisfactory to the Authorized Representative and Underwriters' counsel, with respect to arbitrage matters relating to the Bonds; (14) a policy of bond insurance from the Insurer, which unconditionally and irrevocably guarantees the full, complete, and timely payment of an amount equal to the principal of and interest on the Bonds and a surety bond policy relating to the Reserve Fund, along with the customary closing certificates executed by the Insurer; (15) copies of the election proceedings from the November 7, 2000 election authorizing the imposition of the Sales Tax and evidence ofpreclearance of this election by the United States Department of Justice; (16) a certificate from the authorized representative of the City relating to certain matters with respect to the City, the Sales Tax, the Financing Agreement, the Project Agreement, the City's Resolution (hereinafter defined) and the issuance of the Bonds; (17) the certificate of existence and a good standing certificate dated within thirty days of the closing relating to the Corporation; (18) the resolution adopted by the City Council of the City on October .... 2002 (the "City's Resolution") approving the Financing Agreement, the Project Agreement, and the issuance of the Bonds; and ¢45232900vl -12- (19) Evidence satisfactory to the Authorized Representative that the Refunded Notes are no longer outstanding and had been paid in full. (i) The Underwriters shall receive such additional legal opinions, certificates, proceedings, instruments, and other documents as counsel to the Underwriters or Bond Counsel may reasonably request to evidence compliance by the Corporation with legal requirements, the truth and accuracy, as of the time of Closing, of the representations and warranties of the Corporation contained herein, and the due performance or satisfaction by the Corporation at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Corporation. (j) The Corporation shall have returned the corporate check of the Authorized Representative delivered to the Corporation pursuant to Section 4 hereof. (k) The Underwriters shall receive such additional legal opinions, certificates, proceedings, instruments, and other documents as counsel to the Underwriters or Bond Counsel may reasonably request to evidence compliance by the Corporation with legal requirements, the troth and accuracy, as of the time of Closing, of the representations and warranties of the Corporation contained herein. All such opinions, certificates, letters, agreements, and documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Underwriters and their counsel and to Bond Counsel. The Underwriters shall be entitled to receive such conformed copies or photocopies of such opinions, certificates, letters, agreements, and documents as the Underwriters may reasonably request. 9. Conditions to Obligations of the Corporation. The obligations of the Corporation hereunder to deliver the Bonds shall be subject to receipt on or before the date of the Closing of the purchase price set forth in Section I hereof, the opinion of Bond Counsel described in Section 8(h)(1 ) hereof, and the opinion of the Attorney General of Texas described in Section 8(h)(9) hereof. 10. Termination. The Underwriters shall have the right to cancel their obligation to purchase the Bonds if, between the date hereof and the Closing, (i) legislation shall be enacted or recommended to the Congress for passage by the President of the United States, or favorably reported for passage to either House of the Congress by any con:Lmittee of such House to which such legislation has been referred for consideration, a decision by a Commission of the United States or the United States Tax Commission shall be rendered, or a ruling, regulation, or statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service, or other governmental agency shall be made or proposed, the effect of any or all of which would be to impose directly or indirectly federal income taxation upon interest received on obligations of the general character of the Bonds or upon income of the general character to be derived by the Corporation in such a maturer as, in the reasonable opinion of the Underwriters, would materially adversely affect the market price of the Bonds, or the market price generally of obligations of the general character of the Bonds, or (ii) there shall exist any event which, in the reasonable judgment of the #45232900vl -13- Underwriters, either (a) ~nakes untrue or incorrect in any material and adverse respect any statement or information contained in the Official Statement or (b) is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect, or (iii) there shall have occurred any national or international calamity or crisis, including, without limitation, financial crisis, or a financial crisis or a default with respect to the debt obligations of, or the institution of proceedings under the federal or the state bankruptcy laws by or against the State of Texas or any political subdivision, agency, or instrumentality of the State of Texas, the effect of which on the financial markets of the United States being such as, in the reasonable judgment of the Underwriters, would make it impracticable for the Underwriters to market the Bonds or to e~tforce contracts for the sale of the Bonds, or (iv) there shall have occurred any (a) new material outbreak of hostilities (including, without limitation, an act of terrorism) or (b) new material other national or international calamity or crisis, or any material adverse change in the financial, political or economic conditions affecting the United States, including, but not limited to, an escalation of hostilities that existed prior to the date hereof and the effect of any such event on the financial markets of the United States, shall be such as would make it impracticable, in the reasonable judgment of the Underwriters, for the Underwriters to sell the Bonds on the terms and in the manner contemplated by the Official Statement; or (v) there shall be in force a general suspension of trading on the New York Stock Exchange, or (vi) a general banking moratoriu~n shall have been declared by either federal, Texas, or New York authorities, or (vii) there shall have occurred any materially adverse change in the affairs or financial condition of the Corporation, except for changes which the Official Statmnent discloses have occurred or may occur, or (viii) legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the written opinion of counsel for the Underwriters delivered to the Underwriters and the Corporation, has the effect of requiring the contemplated distribution of the Bonds to be registered under the Securities Act of 1933, as amended, or requiring the Bonds or the Bond Resolution or any other document relating to the Bonds or transactions described herein to be qualified under the Trust Indenture Act of 1939, as amended, or (ix) a stop order, ruling, regulation, or official statement by or on behalf of the Securities and Exchange Commission shall be issued or made to the effect that the issuance, offering, or sale of the Bonds, or of obligations of the general character of the Bonds, is in violation of any provision of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or the Trust Indenture Act of 1939, as amended, or (x) any state blue sky or securities commission or other governmental agency or body in a state in which Bonds shall have been sold shall have withheld registration, exemption, or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto, and in the reasonable judgment of the Underwriters, the market for the Bonds would be materially affected thereby, or (xi) the Constitution of the State of Texas shall be amended, or an amendment shall be proposed, or legislation shall be enacted, or a decision shall have been rendered as to matters of Texas law, or any order, ruling, or regulation shall have been rendered as to or on behalf of the State of Texas by an official, agency, or department thereof, affecting the tax status of the Corporation, its property or income, its bonds (including the Bonds), or the interest thereon, which in the reasonable judgment of the Underwriters would materially affect the market price of the Bonds. #45232900vl -14- If the Corporation shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of, and to pay for the Bonds contained in this Purchase Contract, or if the obligations of the Underwriters to purchase, to accept delivery of, and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and be of no further force or effect, and neither the Underwriters nor the Corporation shall be under further obligation hereunder, except that the respective obligations of the Corporation and the Underwriters set forth in Sections 12, 13, 14, 15, and 17 hereof shall continue in full force and effect. In addition, the Corporation shall promptly return the corporate check of the Authorized Representative delivered to the Corporation pursuant to Section 4 hereof. 1 l. Particular Covenants of the Corporation. The Corporation covenants and agrees with the Underwriters as follows: (a) Subject to the limitations contained in paragraph 5(1) hereof, the Corporation shall cooperate with the Underwriters in amending or supplementing the Official Statmnent whenever requested by the Underwriters if, in the reasonable judgment of the Authorized Representative, such amendment or supplement is required. (b) The Corporation shall not revise, amend, or supplement the Official Statement unless such revision, amendment, or supplement has been previously approved by the Authorized Representative. (c) The Corporation shall cooperate with the Underwriters and their counsel in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriters may reasonably request, and to maintain such qualifications in effect until the distribution of the Bonds described in the Official Statement shall have been completed; provided, however, the Corporation shall not be required to qualify as a foreign corporation or file a general written consent to suit or to file a general written consent to service of process in any jurisdiction. The Corporation consents to the use of the Bond Resolution, the Preliminary Official Statement, and the Official Statement by the Underwriters in obtaining such qualifications. (d) Any certificate or other instrument or document signed by an authorized officer or agent of the Corporation and delivered to the Under~vriters pursuant to the terms and provisions hereof shall be deemed to be a representation and warranty made by the Corporation to the Underwriters as to the statements made therein. (e) From and after the date of this Purchase Contract through and including the time of the Closing, the Corporation will not, without the prior written consent of the Underwriters, issue any additional bonds, notes, or other obligations for borrowed money, incur any material liabilities, direct or contingent, payable from or secured by any of the revenues or assets that will secure the obligations. #45232900vl (f) If, at any time prior to the time of the Closing as herein provided, an event of which the Corporation has knowledge occurs affecting the Corporation which is materially adverse for the purpose for which the Official Statement is to be used and is not disclosed in the Official Statexnent, the Corporation shall notify the Authorized Representative, and if, in the opinion of the Corporation and the Authorized Representative, such event requires a supplelnent or amendment to the Official Statement, the Corporation shall supplement or amend the Official Statement in a form and in a manner approved by the Underwriters, counsel to the Underwriters, and Bond Counsel to the Corporation. 12. Survival of Representations. All representations, warranties, and agreements of the Corporation hereunder or in any certificate delivered pursuant hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Undetwvriters, and shall survive the delivery of and payment for the Bonds and any termination of this Purchase Contract by the Underwriters pursuant to the terms hereof. 13. Payment of Expenses. Costs related to the issuance and sale of the Bonds, including, but not limited to, costs of preparation, printing, and mailing of the Bonds, the Preliminary Official Statement, and the Official Statement, the fees and expenses of Coastal Securities and Lotus Capital Management, L.L.C., the co-financial advisors to the Corporation, any fees and expenses owed by the City, postage, any costs relating to the redemption of the Refunded Notes, the fees and costs of Paying Agent/Registrar, the cost of obtaining credit ratings on the Bonds, the fees of the Attorney General, the Insurer's premiums for the bond insurance policy and surety bond policy (which may be transmitted by the Authorized Representative to the Insurer as described in Section I hereof), any other persons retained by the Corporation relating to this transaction, and the fees and disbursements of Bond Counsel to the Corporation, shall be paid out of the proceeds of the Bonds or other funds of the Corporation. The Underwriters shall pay for their costs related to the purchase of the Bonds, including, without limitation, appropriate advertising expenses and the fees and expenses of their counsel. 14. No Personal Liability. None of the members of the Board, nor any officer, agent, or employee of the Corporation, shall be charged personally by the Underwriters with any liability, or be held liable to the Underwriters under any term or provision of this Purchase Contract, or because of execution or attempted execution, or because of any breach or attempted or alleged breach, of this Purchase Contract. 15. Continuine Disclosure Agreement. The Corporation will agree in the Bond Resolution to provide certain periodic information and notices of material events in accordance with Securities and Exchange Commission Rule 15c2-12, as described in the Official Statement under "CONTINUING DISCLOSURE OF INFORMATION". The Authorized Representative has reviewed the agreement as set forth in the Bond Resolution and the Underwriters' obligation to accept and pay for the Bonds is conditioned upon delivery to the Underwriters or their agent of a certified copy of the Bond Resolution containing the agreement described under such heading. #4~232900vl -16- 16. Notices. Any notice or other communication to be given to the Corporation under this Purchase Contract may be given by delivering the same in writing at its address set forth above, Attention: Chairperson and any notice or other communication to be given to the Underwriters under this Purchase Contract may be given by delivering the same in writing to: RBC Dain Rauscher Inc., 1001 Fannin, Suite 700, Houston, Texas 77002 Attention: Mr. Mark N itcholas. 17. Parties in interest. This Purchase Contract is made solely for the benefit of the Corporation and the Underwriters (including the successors or assigns of the Underwriters), and no other person shall acquire or have any right hereunder or by virtue hereof. This Purchase Contract shall constitute the entire agreement between us and is made solely for the benefit of the Corporation and the Underwriters (including successors or assigns of the Underwriters) and no other person shall acquire or have any right hereunder or by virtue hereof. This Purchase Contract may not be assigned by the Corporation. All of the Corporation's representations, warranties and agreements contained in this Purchase Contract shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf of the Underwriters; (ii) delivery of and payment for the Bonds pursuant to this Purchase Contract; and (iii) any termination of this Purchase Contract. 18. Goveming Law and Choice of Law. This Purchase Contract shall be governed by and construed in accordance with the laws of the State of Texas and the United States of America. 19. Business Day. For purposes of this Purchase Contract, business day means any day on which the New York Stock Exchange is open for trading. 20. Status of the Underwriters. It is understood and agreed that for all purposes of this Purchase Contract and the transactions contemplated hereby the Underwriters have, in their role as underwriters, acted solely as independent contractors and have not acted as a financial or investment advisor, fiduciary or agent to or for the Corporation, whether directly or indirectly through any person. The Corporation recognizes that the Underwriters expect to profit from the acquisition and potential distribution of the Bonds. 2 I. General. This Purchase Contract may be executed in several counterparts, each of which shall be regarded as an original and all of which will constitute one and the same instrument. The section headings of this Purchase Contract are for convenience of reference only and shall not affect its interpretation. This Purchase Contract shall become effective upon your acceptance hereof and delivery of a signed copy of this Purchase Contract to the Authorized Representative. [E. recution page follows.] #45232900vl - 1 7- Very truly yours, RBC DAIN RAUSCHER INC. J.P. MORGAN SECURITIES INC. BY: RBC DA1N RAUSCHER 1NC. By: Title: Accepted and agreed to as of the date first above written: CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION By:. Chairperson, Board of Directors #4:~232900v I S~ l Maturity (March 1) 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 SCHEDULE I PRICING INFORMATION Principal Amount Interest Rate Yield The Bonds shall be dated October 15, 2002 and interest shall accrue from the date of initial delivery of the Bonds to the Underwriters and shall be payable initially on March 1, 2003, and each September 1 and March 1 thereafter until stated maturity or prior redemption. The City reserves the right to redeem, prior to maturity, those Bonds maturing on and after March 1,20 , in whole or in part from time to time, on March 1, 20 , and on any date thereafter, at a price of par plus accrued interest to the date fixed for redemption, and without premium. #45232900v I Schedule- 1 The City Manager is authorized to secure a bond insurance policy and debt service reserve surety bond policy for the Bonds from for a combined premium not to exceed $ . #45232900v I Schedule-2 EXHIBIT A ISSUE PRICE CERTIFICATE The undersigned hereby certifies with respect to the sale of the "Corpus Christi Business And Job Development Corporation Sales Tax Revenue Refunding and Improvement Bonds, Series 2002 (Arena Pr(~iect)" in the aggregate original principal amount of $47,540,000 (the "Bonds") as follows: 1. The undersigned is the underwriter or the manager of the syndicate of underwriters which has purchased the Bonds from the Corpus Christi Business and Job Development Corporation (the "Corporation") at a negotiated sale. 2. The undersigned and/or one or more other members of the underwriting syndicate, if any, have made a bona fide offering to the public of the Bonds of each stated maturity at the respective prices set forth below. 3. The initial offering price (expressed as a percentage of principal amount or yield and exclusive of accrued interest) for the Bonds of each stated maturity at which a substantial amount (at least 10%) of the Bonds of such stated maturity was sold to the public is as set forth below: Principal Amount at Year of Offering Price Stated Maturity ($) Stated Maturity or Yield (%) #452329{t()v I A- 1 Principal Amount at Year of Offering Price Stated Maturity ($) Stated Maturity or Yield (%) 4. The term "pztblic", as used herein, means persons other than bondhouses, brokers, dealers, and similar persons or organizations acting in the capacity of underwriters or wholesalers. sales. The offering prices described above reflect current market prices at the time of such 6. The CUSIP number of the Bond with the latest stated maturity is 7. The undersigned understands that the statements made herein will be relied upon by the Corporation in its efforts to comply with the conditions imposed by the Internal Revenue Code of 1986, as amended, and by Bond Counsel in rendering their legal opinion concerning the excludability of interest on the Bonds from the gross income of their owners. EXECUTED AND DELIVERED this RBC Dain Rauscher Inc. By: Title: #45232900vl A-2 EXHIBIT B Official Statement #45232900~1 B-I EXHIBIT C [Supplemental Opinion of Bond Counsel] Nove~nber 21, 2002 Corpus Christi Business and Job Development Corporation 1201 Leopard Corpus Christi, Texas 78401 City of Corpus Christi, Texas 1201 Leopard Corpus Christi, Texas 78401 RBC Dain Rauscher Inc., as Authorized Representative of a Group of Underwriters 1001 Fannin, Suite 700 Houston, Texas 77002 Ladies and Gentlemen: We have served as bond counsel to the Corpus Christi Business and Job Development Corporation (the "Corporation") in connection with the issuance of the "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding and Improvement Bonds, Series 2002 (Arena Project)", in the original principal amount of $47,540,000 (the "Bon&") pursuant to the provisions of a resolution duly adopted by the Board of Directors of the Corporation on October 7, 2002 (the "Bond Resolution"). The Bond Resolution, the Financing Agreement, the Purchase Contract, the Project Agreement, and the Agreement are referred to herein as the "Issuer Documents". Capitalized terms not otherwise defined in this opinion have the meanings assigned in the hereinafter defined Purchase Contract. In our capacity as bond counsel to the Corporation, we have reviewed the following: 1. a certified copy of the Bond Resolution; an executed counterpart of the Purchase Contract dated October , 2002 (the "Purchase Contract") between the Corporation and the Underwriters named in such Purchase Contract; an executed counterpart of the Sales Tax Remittance Agreement dated as of October , 2002 (the "Financing Agreement") between the Corporation and the City of Corpus Christi, Texas (the "City"); #45232900vl C-1 an executed counterpart of the Project Agreement dated as of October __, 2002 (the "Project Agreement") between the Corporation and the City; an executed counterpart of the Paying Agent/Registrar Agreement dated as of October,2002 (the ",,tgrcement· ") between the Corporation' and JPMorgan Chase Bank, Dallas, Texas; 6. a copy of the Official Statement dated October ,2002; the resolution adopted by the City Council of the City on October __, 2002 (the "City's Resolution ") approving the issuance of the Bonds and authorizing the execution of and approving the Financing Agreement, the Purchase Contract, and the Project Agreement; such other agreements, documents, certificates, opinions, letters, and other papers as we have deemed necessary or appropriate in rendering the opinions set forth below; and Texas Revised Civil Statutes Annotated Article 5190.6, as amended (the "Act"), and such other provisions of the Constitution and laws of the State of Texas and the United States of America as we believe necessary to enable us to render the opinions herein contained. In making our review, we have assumed the authenticity of all documents and agreements submitted to us as originals, conformity to the originals of all documents and agreements submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents and agreements, and the accuracy of the statements contained in such documents. Based upon the foregoing, and subject to the qualifications and exceptions hereinafter set forth, we are of the opinion that under the applicable laws of the United States of America and the State of Texas in force and effect on the date hereof: The Corporation has duly adopted and enacted the Bond Resolution in accordance with the Act; the Corporation has full legal right, poxver, and authority to enter into the Purchase Contract, the Agreement, the Project Agreement, and the Financing Agreement, to adopt the Bond Resolution, and to issue, sell, and deliver the Bonds to the Underwriters as provided in the Purchase Contract; the Corporation has duly authorized and approved the execution and the delivery of, and the performance by the Corporation of the obligations contained in, the Bonds, the Purchase Contract, the Agreement, the Project Agreement, the Financing Agreement, and the Bond Resolution, and all other transactions contemplated by the Official Statement; the Corporation has complied with, and is in compliance with Texas law in all respects regarding, the sale, issuance, and delivery of the Bonds, including the provisions relating to its obligations under the Act, the Bond Resolution, the Bonds, the Project Agreement, the Agreement, the Financing Agreement, and the Purchase Contract; and assuming the due authorization, execution, and delivery by the other contracting #45232~)00~ I C-2 parties to the Issuer Documents, the Bond Resolution and the Issuer Documents constitute valid, legal, and binding agreements of the Corporation, enforceable in accordance with their respective temps, subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting the rights of creditors generally and general equitable principles. 2. The Refunded Notes had been redeemed and are no longer outstanding. The Bonds are not subject to registration under the Securities Act of 1933, as amended, and the Bond Resolution is not required to be qualified under the Trust Indenture Act of 1939, as amended. The statements in the Official Statement, insofar as they describe the Bonds and the Bond Resolution (except for any financial, technical, or statistical data therein), under the captions "THE BONDS" "REGISTRATION", "TAX MATTERS", "LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS", "CONTINUING DISCLOSURE OF INFORMATION" (except under the subcaption "Compliance with Prior Undertakings" as to which no opinion is expressed) and APPENDIX A are correct as to matters of law and fairly and accurately present the information purported to be presented therein. The City is a home rule municipality, a political subdivision of the State of Texas, and a body politic and corporate, duly created, organized and existing under the laws of the State of Texas, with full authority to authorize the creation of the Corporation and to levy and collect the Sales Tax securing the Bonds for the benefit of the Corporation under the Act. This opinion is furnished solely for your benefit and may be relied upon only by the addressees hereof or anyone to whom specific permission is given in writing by us. Very truly yours, #45232900v I C-3 EXHIBIT D [Letterhead of Fulbright & Jaworski L.L.P.] November 21,2002 RBC Dain Rauscher Inc., as Authorized Representative of a Group of Underwriters 1001 Fannin, Suite 700 Houston, Texas 77002 Ladies and Gentlemen: We have acted as your counsel in connection with the pumhase by you on this date of $47,540,000 original principal amount of "Corpus Christi Business And Job Development Corporation Sales Tax Revenue Refunding and Improvement Bonds, Series 2002 (Arena Project)" (the "Bondx") pursuant to a Purchase Contract dated October ,2002 (the "Purchase Contract") between you and the Corpus Christi Business and Job Development Corporation (the "Corporation"). This opinion is being furnished to you pursuant to Section 8(h)(3) of the Purchase Contract. Unless otherwise expressly provided herein, capitalized terms used in this opinion shall have the meanings ascribed to them in the Purchase Contract. We have examined a printed copy of each of the Preliminary Official Statement and executed copies of the Bond Resolution, the Financing Agreement, the Project Agreement, the Paying Agent/Registrar Agreement, the City's Resolution, and the Official Statement, and we have examined and rely upon certain of the certificates and opinions referred to in Section 8(h) of the Purchase Contract. In our examination, we have assumed the authenticity of all docmnents submitted to us as originals, the conformity to original copies of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, and the accuracy of the statements contained in such certificates. Based upon the foregoing, and subject to the qualifications and exceptions hereinafter set forth, we are of the opinion that under applicable laws of the United States of America and the State of Texas in force and effect on the date hereof: 1. The Bonds are exempted securities within the meaning of the Securities Act of 1933, as amended, and it is not necessary in connection with the offer and sale of the Bonds to the public to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Bonds or the Bond Resolution under the Trust Indenture Act of 1939, as amended. We express no opinion as to #45232900vl D-I any requirements as to the registration of any other security or qualification of any other instrument under such Act. 2. We have not verified the information contained in the Official Statement. However, as your counsel we have participated in discussions with respect to the Official Statement with representatives of the Corporation, McCall, Parkhurst & Horton L.L.P., Bond Counsel, Coastal Securities and Lotus Capital Management, L.L.C., co-financial advisors to the Corporation, and you, and, as stated above, we have reviewed the Official Statement. In the course of such discussions and review, nothing has come to our attention which leads us to believe that the Official Statement [except with respect to the financial statements and other financial and statistical data included therein and in the Appendices thereto, including but not limited to the financial statements appearing in Appendix C thereto (as to which we have not been requested to express a view and as to which we express no view)] contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. In addition to the limitations set forth in the preceding paragraph, we have not been requested to review, nor have we reviewed, any records or contracts of the Corporation or the basis for any representations made by representatives of the Corporation, and the foregoing is subject to the material, statements, and other data contained in the records or contracts of the Corporation and any such representations, to the extent they are reflected in the Official Statement, not containing any untrue statement of a material fact or omitting to state a material fact necessary to make the statements contained in the Official Statement, in light of the circumstances under which they were made, not misleading. We express no opinion and make no comment with respect to the sufficiency of the security for or the marketability of the Bonds. This opinion is furnished solely for your benefit and may be relied upon only by the addressees hereof or anyone to whom specific permission is given in writing by us. Very truly yours, #45232900vl D-2 EXHIBIT E Opinion of City Attorney November 21,2002 Corpus Christi Business and Job Development Corporation 1201 Leopard Corpus Christi, Texas 78401 RBC Dain Rauscher inc., as Authorized Representative of a Group of Underwriters 1001 Fannin, Suite 700 Houston, Texas 77002 City of Corpus Christi, Texas 1201 Leopard Corpus Christi, Texas 78401 McCall, Parkhurst & Horton L.L.P. 717 North Harwood, Suite 900 Dallas, Texas 75201 Fulbright & Jaworski L.L.P. 300 Convent, Suite 2200 San Antonio, Texas 78205 Coastal Securities 5555 San Felipe, Suite 2200 Houston, Texas 77002 Lotus Capital Management, L.L.C. One Canal Place 365 Canal Street, Suite 1180 New Orleans, Louisiana 70130 Ladies and Gentlemen: I serve as the City Attorney for the City of Corpus Christi, Texas (the "City") and have acted as such in connection with the issuance of an aggregate principal amount of $47,540,000 original principal amount of "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding and Improvement Bonds, Series 2002 (Arena Project)" (the "Bonds"') pursuant to the provisions of a resolution duly adopted by the Board of Directors of the Corpus Christi Business and Job Development Corporation (the "CorporatiorW) on October ,2002 (the "Bond Resolution"). The Bond Resolution, the Financing Agreement, the Purchase Contract, the Project Agreement, and the Agreement are referred to herein as the 'Issuer Doct ments". Capitalized terms not other, vise defined in this letter have the meanings assigned in the Purchase Contract dated October __, 2002, executed between the City and RBC Dain Rauscher Inc., as the authorized representative of the underwriters (the 'Pu~ chase Contract"). In my capacity as City Attorney to the City, 1 have reviewed the following: 1. a certified copy of the Bond Resolution; 2. an executed counterpart of the Purchase Contract; #45232900vl E-I 3. an executed counterpart of the Sales Tax Remittance Agreement dated as of October ,2002 (the "Financing Agreement") between the Corporation and the City; an executed counterpart of the Project Agreement dated as of October ,2002 (the "Project Agreement") between the Corporation and the City; an executed counterpart of the Paying Agent/Registrar Agreement dated as of October ,2002 between the Corporation and JPMorgan Chase Bank, Dallas, Texas (the "Pq~;ing Agent/Regixtrar Agreement"); 6. a copy of the Official Statement dated October ,2002; the resolution adopted by the City Council of the City on October ._, 2002 (the "City's Resolution") approving the issuance of the Bonds and authorizing the execution of and approving the Financing Agreement, the Purchase Contract, and the Project Agreement; such other agreements, documents, certificates, opinions, letters, and other papers as ! have deemed necessary or appropriate in rendering the opinions set forth below; and Texas Revised Civil Statutes Annotated Article 5190.6, as amended (the "Act"), and such other provisions of the Constitution and laws of the State of Texas and the United States of America as I believe necessary to enable me to render the opinions herein contained. In making my review, I have assumed the authenticity of all documents and agreements submitted to me as originals, conformity to the originals of all documents and agreements submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents and agreements, and the accuracy of the statement contained in such documents. Based upon the foregoing, and subject to the qualifications and exceptions hereinafter set forth, I am of the opinion that under the applicable laws of the United States of America and the State of Texas in force and effect on the date hereof: The City has duly adopted and enacted the City's Resolution in accordance with the Act; the City has full legal right, power, and authority to enter into the Financing Agreement and the Project Agreement and to adopt the City's Resolution; the City has duly authorized and approved the execution and the delivery of, and the perfom~ance by the City of the obligations contained in the Financing Agreement and the Project Agreement and all other transactions contemplated by the Official Statement; the City has complied with, and is in compliance with Texas law in all respects regarding, the sale, issuance, and delivery of the Bonds, including the provisions relating to its obligations under the Act, the City's Resolution, the Bonds, and the Purchase Contract; and assuming the due authorization, execution, and delivery by the other contracting parties of the Issuer Documents, the City's Resolution and the lssuer Documents constitute valid, legal, and binding agreements #45232900vl E-2 of the City and the Corporation, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting the rights of creditors generally and general equitable principles. The City is a home role municipality, a political subdivision of the State of Texas, and a body politic and corporate, duly created, organized and existing under the laws of the State of Texas, with full authority to authorize the creation of the Corporation and to levy and collect the Sales Tax securing the Bonds for the benefit of the Corporation under the Act. The Corporation is a Texas non-profit corporation duly created by the City with the authorization and the approval of the City Council of the City, and is duly organized and validly existing under the provisions of the Act, and is acting on behalf of the City in accordance with such Act. All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Corporation or the City of their obligations under the Issuer Documents, the Bond Resolution, the City's Resolution, and the Bonds have been obtained. Based on reasonable inquiry made of the responsible City employees and public officials, the City and the Corporation are not, to the best of my knowledge, in breach of or in default under any applicable law or administrative regulation of the State of Texas or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City or the Corporation is party or is otherwise subject and, to the best of my knowledge after due inquiry, no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a default by the City or the Corporation under any of the foregoing; and the execution and delivery of the Bonds and the Issuer Documents and the adoption of the City's Resolution and the Bond Resolution and compliance with the provisions of each of such agreements or instruments does not constitute a breach of or default under any applicable law or administrative regulation of the State of Texas or the United States or any applicable judgment or decree or, to the best of my knowledge, any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City or the Corporation is a party or is otherwise subject. There is no legislation, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, commission, government agency, public board or body, pending or, to the best knowledge of the City or the Corporation, after due inquiry threatened against the City or the Corporation, affecting the corporate existence of the City or the Corporation or the titles of its officers to their respective #45232900vl E-3 10. offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the collection of the Sales Tax pledged to the payment of principal of and interest on the Bonds pursuant to the Resolution or the City's Resolution or in any way contesting or affecting the validity or enfomeability of the Bonds, the Issuer Documents, or contesting the exclusion from gross income of interest on the Bonds for federal income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers of the Corporation or any authority for the issuance of the Bonds, the adoption of the Bond Resolution or the City's Resolution or the execution and delivery of the Issuer Documents, nor, to the best knowledge of the City and the Corporation, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, the Bond Resolution, the City's Resolution, or the Issuer Documents. To the best of my knowledge and belief, the execution and delivery of the Issuer Documents and compliance by the City and the Corporation with the provisions hereof and thereof, under the circumstances contemplated herein and therein, will not conflict with or constitute on the part of the City and the Corporation a material breach of or a default under any agreement or instrument to which the City or the Corporation is a party, or violate any existing law, administrative regulation, order, or consent decree to which the City or the Corporation is subject. By official action the City has taken all steps to duly authorize, levy and collect the Sales Tax and approve the City's Resolution all in accordance with the Act; Except as disclosed in the Official State~nent, no litigation is pending, or to my knowledge, threatened, in any court, (1) seeking to enjoin the issuance or delivery of the Bonds or the execution and delivery of the Issuer Documents, or in any way contesting or affecting the validity or enforcement of the Bonds, the Issuer Documents, the City's Resolution, or the Bond Resolution, or contesting the powers of the City or the Corporation or any authority for the issuance of the Bonds, the execution and delivery of the Issuer Documents, or the levying of the Sales Tax securing the Bonds, or (2) except as disclosed in the Official Statement, in which a final adverse decision would materially adversely affect the financial condition of the City or the Corporation, or (3) contesting in any way the completeness, accuracy, or fairness of the Official Statement; The statements in the Official Statement under the captions "iNTRODUCTION - Description of the Corporation", "INVESTMENT POLICY", and "LITIGATION", and references in other portions of the Official Statement describing the Corporation and the City fairly and accurately summarize in all material respects the matters presented therein, and insofar such information relates to matters of law, is true and correct. #45232900vl E-4 In addition, without having undertaken to determine independently the accuracy and completeness of the statements contained in the Official Statement, during my participation in the preparation of the Official Statement nothing has come to our attention which would lead us to believe that the Official Statement (excluding therefrom the financial and statistical data and forecasts included therein) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. This opinion is furnished solely for your benefit and may be relied upon only by the addressees hereof or anyone to whom specific permission is given in writing by me. Very truly yours, #45232900vl E-5 ATTEST Armando Chapa City Secretary THE CITY OF CORPUS CH. RI~ST.I S~n~uel L. Ne~l,'"",.'lf~ - Mayor Legal form approved ~ - James R. Bray, Jr. City Attorney Lisa Aguilar Assistant City Attorney O;Z.- ,2002 The above resolution was passed bythefollowing vote onthe~ay of 2002: Samuel L. Neal, Jr. Brent Chesney Javier D. Colmenero Henry Garrett Bill Kelly Rex A. Kinnison John Longoria Jesse Noyola Mark Scott