HomeMy WebLinkAboutC2016-664 - 4/12/2016 - Approved EXHIBIT C
FORM OF CITY ATTORNEY OPINION
August 11, 2016
RAYMOND JAMES&ASSOCIATES,INC.
SAMCO CAPITAL MARKETS,INC.
COASTAL SECURITIES,INC.COASTAL SECURITIES,INC.
c/o Raymond James& Associates,Inc.
5956 Sherry Lane, Suite 1900
Dallas, Texas 75225
RE: $16,430,000 CITY OF CORPUS CHRISTI,TEXAS COMBINATION TAX AND
LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION,SERIES 2016A
$16,130,000 CITY OF CORPUS CHRISTI,TEXAS GENERAL IMPROVEMENT
REFUNDING BONDS,SERIES 2016
Ladies and Gentlemen:
I am the City Attorney for the City of Corpus Christi,Texas(the "City") at the time of the
issuance of the above referenced securities(collectively,the"Securities"),pursuant to the provisions
of two separate ordinances(collectively,the "Ordinance")duly adopted by the City Council of the
City. Capitalized terms not otherwise defined in this opinion have the meanings assigned in the
Purchase Contract.
In my capacity as City Attorney to the City, I have reviewed such agreements, documents,
certificates, opinions, letters, and other papers as I have deemed necessary or appropriate in
rendering the opinions set forth below.
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 me as certified or photostatic copies,the authenticity ofthe 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, 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:
1. Except as disclosed in the Official Statement, no litigation is pending, or, to my
knowledge,threatened, in any court in any way(a)challenging the titles of the Mayor or any of the
C2016-664 )uncil to their respective offices; (b) seeking to restrain or enjoin the
4/12/16 any of the Securities, or the levy, collection or application of the ad
Ord. 030812
SAMCO
SCANNED
valorem taxes pledged or to be pledged to pay the principal of and interest on the Securities; (c)
contesting or affecting the validity or enforceability of the Securities, the Ordinance, the Escrow
Agreement,the Approval Certificate or the Purchase Contract;(d)contesting the powers of the City
or any authority for the issuance of the Securities,or the adoption ofthe Ordinance;or(e)that would
have a material and adverse effect on the financial condition of the City.
2. I have reviewed the information in the Official Statement contained under the caption
"LITIGATION AND REGULATION"and such information in all material respects accurately and
fairly summarizes the matters described therein.
This opinion is furnished solely for your benefit and may be relied upon only by the
addresses hereof or anyone to whom specific permission is given in writing by me.
Very truly yours,
O MARILYN PARKER (214) 765-1416
- SAMCO CAPITAL MARKETS
1700 PACIFIC AVE
WI) SUITE 2000
as DALLAS, TX 75201
a.. UNITED STATES US
SHIP DATE: 28JUN16
ACTWGT: 0.50 LB
CAD: 50843711INET3730
BILL SENDER
TO MS. CONSTANCE SANCHEZ
DIRECTOR OF FINANCIAL SERVICES
CITY OF CORPUS CHRISTI
1201 LEOPARD
CORPUS CHRISTI TX 78401
(361) 826-3227 REF: 1295- CITY OF CORPUS CHRISTI
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PURCHASE CONTRACT
RELATING TO
$16,430,000
CITY OF CORPUS CHRISTI,TEXAS
COMBINATION TAX AND LIMITED PLEDGE REVENUE
CERTIFICATES OF OBLIGATION,SERIES 2016A
and
$16,130,000
CITY OF CORPUS CHRISTI,TEXAS
GENERAL IMPROVEMENT REFUNDING BONDS,SERIES 2016
July 15, 2016
City of Corpus Christi, Texas
1201 Leopard
Corpus Christi, Texas 78401
Dear Mayor and Members of the City Council:
RAYMOND JAMES&ASSOCIATES,INC. (the"Representative"),acting on its own behalf and
on behalf of the other underwriters listed on the signature page hereto (collectively, the
"Underwriters"), in the capacity described in Section 1 below, offers to enter into the following
agreement(this"Contract")with the CITY OF CORPUS CHRISTI,TEXAS(the"Issuer")which,upon
the Issuer's written acceptance of this offer, will be binding upon the Issuer and upon the
Underwriters. This offer is made subject to the Issuer's written acceptance hereof on or before 10:00
p.m., Central Time, on July 15, 2016, and, if not so accepted,will be subject to withdrawal by the
Underwriters upon written notice delivered to the Issuer at any time prior to the acceptance hereof
by the Issuer. Terms not otherwise defined in this Contract shall have the same meanings set forth
in the Ordinance (as defined herein) or in the Official Statement (as defined herein). Raymond
James & Associates, Inc. represents that it has been duly authorized to execute this Contract and
has been duly authorized to act hereunder as the Representative. All actions which may be taken
hereunder by the Underwriters may be taken by the Representative alone.
1. Purchase and Sale of the Obligations. Subject to the terms and conditions and in
reliance upon the representations, warranties and agreements set forth herein, the Underwriters
hereby agree,jointly and severally,to purchase from the Issuer,and the Issuer hereby agrees to sell
and deliver to the Underwriters,all,but not less than all,of an aggregate of$16,430,000 in principal
amount of the Issuer's COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION, SERIES 2016A (the "Certificates") and $16,130,000 in principal amount of the
Issuer's GENERAL IMPROVEMENT REFUNDING BONDS,SERIES 2016 (the "Bonds", and together
with the Certificates,the"Obligations"). The Issuer acknowledges and agrees that(i)the purchase
and sale of the Obligations pursuant to this Contract is an arm's-length commercial transaction
between the Issuer and the Underwriters, (ii) in connection therewith and with the discussions,
undertakings,and procedures leading up to the consummation of this transaction,each Underwriter
is and has been acting solely as a principal and is not acting as the agent or fiduciary of the Issuer,
(iii)the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Issuer
with respect to the offering described herein or the discussions, undertakings, and procedures
leading thereto (regardless of whether any Underwriter has provided other services or is currently
providing other services to the Issuer on other matters),and the Underwriters have no obligation to
the Issuer with respect to the offering described herein except the obligations expressly set forth in
this Contract,(iv)the Underwriters have provided the Issuer with prior disclosures under Rule G-17
of the Municipal Securities Rulemaking Board (the "MSRB"), which have been received by the
Issuer, and(v) the Issuer has consulted its own legal, financial, and other advisors to the extent it
has deemed appropriate.
The Certificates shall be as described in,and shall be issued and secured under and pursuant
to the provisions of an ordinance adopted by the Issuer on April 12, 2016 (the "Certificate
Ordinance). In the Certificate Ordinance,the governing body of the Issuer delegated the authority
to various officials of the Issuer to establish the pricing terms for the Certificates through the
execution of an Approval Certificate dated the date hereof(the"Certificate Approval Certificate").
The Certificates are to mature on the dates and in the respective amounts, are to bear interest, are
subject to redemption,and are payable as provided in the Certificate Ordinance and the Certificate
Approval Certificate and as set forth in the Official Statement.
The Bonds shall be as described in, and shall be issued and secured under and pursuant to
the provisions of an ordinance adopted by the Issuer on April 19,2016(the"Bond Ordinance",and
together with the Certificate Ordinance, the"Ordinance"). In the Bond Ordinance,the governing
body of the Issuer delegated the authority to various officials of the Issuer to establish the pricing
terms for the Bonds through the execution of an Approval Certificate dated the date hereof(the
"Bond Approval Certificate",and together with the Certificate Approval Certificate,the"Approval
Certificate"). The Bonds are to mature on the dates and in the respective amounts, are to bear
interest,are subject to redemption,and are payable as provided in the Bond Ordinance and the Bond
Approval Certificate and as set forth in the Official Statement.
The purchase price for the Certificates shall be $18,299,672.79(representing the principal
amount of the Certificates,plus original issue reoffering premium on the Certificates in the amount
of$1,968,831.25,and less an Underwriters'discount on the Certificates of$99,158.46)plus accrued
interest on the Certificates from their date to the date of the payment for and delivery of the
Certificates.
The purchase price for the Bonds shall be$17,495,594.20(representing the principal amount
of the Bonds,plus original issue reoffering premium on the Bonds in the amount of$1,444,910.35,
and less an Underwriters'discount on the Bonds of$79,316.15)plus accrued interest on the Bonds
from their date to the date of the payment for and delivery of the Bonds.
2
•
In connection with the execution and delivery of this Contract by the Issuer, the
Representative will deliver to the Issuer a corporate check payable to the Issuer in the amount of
$342,150.00 (the "Check"). In the event the Issuer does not accept this offer, the Check shall be
promptly returned to the Representative. Upon the Issuer's acceptance and countersignature of this
offer, the Check(i) shall not be cashed or negotiated but shall be held and retained in safekeeping
by the Issuer as security for the performance by the Underwriters of their obligations,subject to the
terms and conditions herein set forth, to purchase and accept delivery of the Obligations at the
Closing(as defined herein),and(ii)shall be applied and disposed of by the Issuer solely as provided
in this Contract. In the event of the Underwriters'compliance with such obligation to purchase and
accept delivery of the Obligations at the Closing,the Check shall be returned to the Representative
at the Closing. In the event of the failure by the Issuer to deliver the Obligations at the Closing,or
if the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriters contained
in this Contract, or if the obligations of the Underwriters shall be terminated for any reason
permitted by this Contract,the Check shall be returned promptly to the Representative. In the event
that the Underwriters fail (other than for a reason permitted hereunder) to purchase and accept
delivery of the Obligations at the Closing, the Issuer shall become entitled to cash or negotiate the
Check, and the proceeds thereof shall be retained by the Issuer as and for full liquidated damages
for such failure and for any and all defaults on the part of the Underwriters,and such proceeds shall
constitute a full release and discharge of the claims and damages for such failure and for any and
all such defaults. The Representative hereby agrees not to stop or cause payment of said check to
be stopped unless the Issuer has breached any of the terms of this Contract.
2. Public Offering. The Underwriters agree to make a bona fide public offering of all
of the Obligations at a price not to exceed the public offering prices set forth in the Official
Statement and may subsequently change such offering prices without any requirement of prior
notice. The Underwriters may offer and sell Obligations to certain dealers (including dealers
depositing Obligations into investment trusts) and others at prices lower than the public offering
prices stated in the Official Statement; provided that on or before the Closing, the Representative
shall execute and deliver to Bond Counsel (defined herein) an Issue Price Certificate prepared by
Bond Counsel.
3. The Official Statement. (a)The Preliminary Official Statement of the Issuer,dated
July 8, 2016, including the cover page, schedules, if any, and Appendices thereto, relating to the
Obligations (the "Preliminary Official Statement"), as amended to conform to the terms of this
Contract and with changes and amendments to the date hereof as have been mutually agreed to by
the Issuer and the Representative, is referred to herein as the "Official Statement."
(b) The Preliminary Official Statement has been prepared for use in connection with the
public offering, sale and distribution of the Obligations by the Underwriters. The Issuer hereby
represents and warrants that the Preliminary Official Statement delivered to the Underwriters in a
"designated electronic format" as defined in and specified by Rule G-32 of the MSRB prior to or
concurrently herewith is deemed final by the Issuer as of its date, except for the omission of such
information which is dependent upon the final pricing of the Obligations for completion, all as
permitted to be excluded by Rule 15c2-12 under the Securities Exchange Act of 1934 ("Rule
15c2-12"). Until the Official Statement has been prepared and is available for distribution, the
3
Issuer shall provide to the Underwriters the Preliminary Official Statement in a "designated
electronic format" so that the Underwriters may satisfy their obligations under Rule 15c2-12 with
respect to distribution to each potential customer,upon request,of a copy of the Preliminary Official
Statement.
(c) As soon as practicable after the date hereof, and in any event within seven business
days after the acceptance of this Contract by the Issuer and, in the event the date of Closing is less
than seven business days following the date hereof,upon request of the Representative, the Issuer
shall deliver or cause to be delivered to the Underwriters, without charge, in sufficient time to
accompany any confirmation requesting payment from any customers of the Underwriters,the final
Official Statement relating to the Obligations, in a "designated electronic format" which will be
determined by an officer duly authorized by the Issuer to be a final Official Statement for purposes
of Rule 15c2-12, as well as the number of printed Official Statements reasonably requested by the
Representative to permit satisfaction of the requirements of Rule G-32 of the MSRB obligating the
Underwriters to deliver a copy of the Official Statement to a purchaser of Obligations not later than
the date of Closing upon an Underwriter's receipt from the purchaser of a request therefor.
(d) The Issuer ratifies the prior use of the Preliminary Official Statement and authorizes
the Official Statement to be used in connection with the offering of the Obligations.
(e) If after the date of this Contract, to and including the date the Underwriters are no
longer required to provide an Official Statement to potential customers who request the same
pursuant to Rule 15c2-12 (the earlier of(i) 25 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 the MSRB, the Issuer becomes aware of any fact or event which might or would cause the
Official Statement,as then supplemented or amended,to contain any untrue statement of a material
fact or to omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances when the Official Statement is delivered to a
purchaser, not misleading, or if it is necessary to amend or supplement the Official Statement to
comply with law, the Issuer will notify the Representative (and for the purposes of this clause
provide the Representative with such information as it may from time to time request),and if,in the
reasonable opinion of the Representative,such fact or event requires preparation and publication of
a supplement or amendment to the Official Statement,the Issuer will forthwith prepare and furnish,
at the Issuer's own expense (in a manner approved by the Representative), an amendment or
supplement to the Official Statement, and make the same available to the Underwriters in a
"designated electronic format" so that the statements in the Official Statement as so amended and
supplemented will not, in light of the circumstances when the Official Statement is delivered to a
purchaser,be misleading or so that the Official Statement will comply with law provided,however,
that for all purposes of this Contract and any certificate delivered by the Issuer in accordance
herewith, the Issuer makes no representation with respect to the descriptions in the Preliminary
Official Statement or the Official Statement of The Depository Trust Company,New York, New
York ("DTC'), or its book-entry-only system. If such notification shall be subsequent to the
Closing,the Issuer shall furnish such legal opinions,certificates,instruments and other documents
as the Representative may deem necessary to evidence the truth and accuracy of such supplement
or amendment to the Official Statement.
4
(f) The Representative hereby agrees to timely file the Official Statement and the Escrow
Agreement, as defined below, with the MSRB through its Electronic Municipal Markets Access
system(commonly referred to as"EMMA")and notify the Issuer of the date of such filing. Unless
otherwise notified in writing by the Representative, the Issuer can assume that the "end of the
underwriting period" for purposes of Rule 15c2-12 shall be the date of the Closing.
In addition, each of the Underwriters have delivered the Certificate of Interested Parties
Form 1295 ("Form 1295")and certification of filing generated by the Texas Ethics Commission's
electronic portal, signed by an authorized agent of each Underwriter,prior to the execution of this
Contract by the Issuer and the Underwriters. The Underwriters and the Issuer understand that
neither the Issuer nor its consultants have the ability to verify the information included in Form
1295, and neither the Issuer nor its consultants have an obligation, nor have undertaken any
responsibility for advising the Underwriters with respect to the proper completion of Form 1295,
other than, with respect to the Issuer, providing the identification number required for the
completion of Form 1295.
(g) To the best knowledge and belief of the Issuer, the Official Statement contains
information,including financial information or operating data,concerning every entity,enterprise,
fund,account or person that is material to an evaluation of the offering of the Obligations. Except
as may otherwise be noted and disclosed in the Official Statement under the caption
"CONTINUING DISCLOSURE OF INFORMATION-Compliance with Prior Undertakings,"the
Issuer has not failed to comply with any undertaking specified in paragraph(b)(5)(i)of Rule 15c2-12
within the last five years.
4. Representations, Warranties, and Covenants of the Issuer. The Issuer hereby
represents and warrants to and covenants with the Underwriters that:
(a) The Issuer is a home-rule municipality and a political subdivision of the State
of Texas duly created,organized and existing under the laws of the State of Texas, and has
full legal right,power and authority,and at the date of the Closing will have full legal right,
power and authority,under the laws of the State of Texas and the Ordinance(i)to enter into,
execute and deliver this Contract,the Ordinance,the escrow agreement relating to the Bonds
and as described in the Official Statement (the "Escrow Agreement") and all documents
required hereunder and thereunder to be executed and delivered by the Issuer, (ii) to sell,
issue and deliver the Obligations to the Underwriters as provided herein, and(iii) to carry
out and consummate the transactions described in this Contract,the Ordinance,the Escrow
Agreement and the Official Statement,and the Issuer has complied,and will at the Closing
be in compliance in all material respects,with the terms of the laws of the State of Texas and
the Ordinance as they pertain to such transactions;
(b) By all necessary official action of the Issuer prior to or concurrently with the
acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it for
(i)the adoption and approval of the Ordinance and the Escrow Agreement and the issuance
and sale of the Obligations,(ii)the approval,execution and delivery of,and the performance
by the Issuer of the obligations on its part contained in,the Obligations,the Ordinance,the
5
Escrow Agreement and this Contract, and (iii) the consummation by it of all other
transactions described in the Official Statement,the Ordinance,the Escrow Agreement,this
Contract and any and all such other agreements and documents as may be required to be
executed, delivered and/or received by the Issuer in order to carry out, give effect to, and
consummate the transactions described herein and in the Official Statement;
(c) The Ordinance, the Escrow Agreement and this Contract constitute legal,
valid and binding agreements of the Issuer entitled to the benefits of the Ordinance and
enforceable in accordance with their respective terms, subject to principles of sovereign
immunity and to bankruptcy,insolvency,reorganization,moratorium and other similar laws
and principles of equity relating to or affecting the enforcement of creditors' rights or by
general principles of equity which permit the exercise of judicial discretion;the Obligations,
when issued,delivered and paid for in accordance with the Ordinance,will constitute legal,
valid and binding agreements of the Issuer entitled to the benefits of the Ordinance and
enforceable in accordance with their terms,subject to principles of sovereign immunity and
to bankruptcy,insolvency,reorganization,moratorium and other similar laws and principles
of equity relating to or affecting the enforcement of creditors'rights;and upon the issuance,
authentication and delivery of the Obligations as aforesaid,the Ordinance will provide, for
the benefit of the holders,from time to time,of the Obligations,the legally valid and binding
security it purports to create as set forth in the Ordinance;
(d) The Issuer is not in material breach of or default under any applicable
constitutional provision,law or administrative regulation of the State of Texas or the United
States or any applicable judgment or decree or any loan agreement, indenture,bond, note,
resolution,agreement or other instrument to which the Issuer is a party or to which the Issuer
is otherwise subject, and no event has occurred and is continuing which constitutes or with
the passage of time or the giving of notice, or both, would constitute a default or event of
default by the Issuer under any such instrument; and the execution and delivery of the
Obligations, the Escrow Agreement, this Contract and the adoption of the Ordinance and
compliance with the provisions on the Issuer's part contained therein,will not conflict with
or constitute a material breach of or default under any constitutional provision,
administrative regulation, judgment, decree, loan agreement, indenture, bond, note,
resolution,agreement or other instrument to which the Issuer is a party or to which the Issuer
is otherwise subject or under the terms of any such law,regulation or instrument, except as
provided by the Obligations and the Ordinance;
(e) All authorizations, approvals, licenses,permits, consents and orders of any
governmental authority,legislative body,board,agency or conunission having jurisdiction
of the matters 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 Issuer of its obligations under this Contract,the Ordinance,the Escrow
Agreement and the Obligations have been duly obtained or will be obtained prior to Closing,
except for compliance with the provisions of Section 4(1) hereof and approval of the
Obligations by the Office of the Attorney General of the State of Texas (the "Attorney
General") and registration of the Obligations by the Office of the Comptroller of the State
of Texas(the "Comptroller"),and the Issuer shall cause a transcript of proceedings for the
6
Obligations to be filed with the Attorney General in form and substance consistent with the
administrative rules of the Public Finance Division of the Attorney General, which will
permit the review of such transcript and the approval of the Obligations by the Attorney
General,and the registration of the Obligations by the Comptroller on or before the Closing,
as required by Sections 6(j)(9)and(10)hereof,but subject to the discretion of the Attorney
General with respect to the issuance of his approving opinion;
(f) The Obligations and the Ordinance conform to the descriptions thereof
contained in the Official Statement under the caption "THE OBLIGATIONS" and the
proceeds of the sale of the Obligations will be applied generally as described in the Official
Statement under the caption "PLAN OF FINANCING" as such disclosure relates to the
Obligations;
(g) Except as disclosed in the Official Statement, there is no litigation, action,
suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
government agency,public board or body,pending or,to the best knowledge of the Issuer,
after due inquiry threatened against the Issuer,affecting the corporate existence of the Issuer
or the titles of its officers to their respective offices, or affecting or seeking to prohibit,
restrain or enjoin the sale, issuance or delivery of the Obligations or the collection of ad
valorem taxes pledged to the payment of principal of and interest on the Obligations
pursuant to the Ordinance or in any way contesting or affecting the validity or enforceability
of the Obligations,the Ordinance,the Escrow Agreement or this Contract,or contesting the
exclusion from gross income of interest on the Obligations 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 Issuer or any authority for the issuance of the Obligations, the adoption of the
Ordinance or the execution and delivery of the Escrow Agreement or this Contract,nor,to
the best knowledge of the Issuer, is there any basis therefor, wherein an unfavorable
decision, ruling or finding would materially adversely affect the validity or enforceability
of the Obligations, the Ordinance, the Escrow Agreement or this Contract;
(h) As of the date thereof,the Preliminary Official Statement did not contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading;
(i) At the time of the Issuer's acceptance hereof and(unless an event occurs of
the nature described in paragraph(e) of Section 3 of this Contract) at all times subsequent
thereto during the period up to and including twenty-five(25)days subsequent to the "end
of the underwriting period,"the Official Statement does not and will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading;
(j) If the Official Statement is supplemented or amended pursuant to paragraph
(e)of Section 3 of this Contract, at the time of each supplement or amendment thereto and
7
(unless subsequently again supplemented or amended pursuant to such paragraph) at all
times subsequent thereto during the period up to and including twenty-five (25) days
subsequent to the "end of the underwriting period," the Official Statement as so
supplemented or amended will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which made, not misleading;
(k) The Issuer will apply, or cause to be applied, the proceeds from the sale of
the Obligations as provided in and subject to all of the terms and provisions of the Ordinance
and will not 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
Obligations;
(1) The Issuer, at the sole expense of the Underwriters, will furnish such
information and execute such instruments and take such action in cooperation with the
Underwriters as the Representative may reasonably request(A)to(y)qualify the Obligations
for offer and sale under the Blue Sky or other securities laws and regulations of such states
and other jurisdictions in the United States as the Representative may designate and (z)
determine the eligibility of the Obligations for investment under the laws of such states and
other jurisdictions and(B) to continue such qualifications in effect so long as required for
the distribution of the Obligations (provided, however, that the Issuer will not be required
to qualify as a foreign corporation or to file any general or special consents to service of
process under the laws of any jurisdiction)and will advise the Representative immediately
of receipt by the Issuer of any written notification with respect to the suspension of the
qualification of the Obligations for sale in any jurisdiction or the initiation or threat of any
proceeding for that purpose;
(m) The financial statements of, and other financial information regarding, the
Issuer in the Official Statement fairly present the financial position and results of the Issuer
as of the dates and for the periods therein set forth. Prior to the Closing, there will be no
adverse change of a material nature in such financial position, results of operations or
condition, financial or otherwise, of the Issuer. Except as disclosed in the Official
Statement, the Issuer is not a party to any litigation or other proceeding pending or, to its
knowledge, threatened which, if decided adversely to the Issuer, would have a materially
adverse effect on the financial condition of the Issuer;
(n) Prior to the Closing, the Issuer will not offer or issue any bonds, notes or
other obligations for borrowed money or incur any material liabilities,direct or contingent,
payable from or secured by any of the revenues or assets which will secure the Obligations,
other than in the normal course of business or as otherwise disclosed in the Official
Statement; and
(o) Any certificate signed by any official of the Issuer authorized to do so in
connection with the transactions described in this Contract shall be deemed a representation
and warranty by the Issuer to the Underwriters as to the statements made therein.
8
(p) Not later than the 30th day after its receipt of Form 1295,the Issuer shall have
acknowledged its receipt thereof from each of the Underwriters in the manner described in
Section 3(f) hereof, with the Texas Ethics Commission.
By delivering an executed copy of the Official Statement to the Representative, the Issuer
shall be deemed to have reaffirmed, with respect to the Official Statement, the representations,
warranties and covenants set forth above with respect to the Preliminary Official Statement.
5. Closing. At 10:00 a.m.Central Time,on August 11,2016,or at such other time and
date as shall have been mutually agreed upon by the Issuer and the Representative(the"Closing"),
the Issuer will deliver the initial Obligation or Obligations(as provided for in the Ordinance)to the
Representative and, provided the Representative shall have made arrangements with DTC for the
Obligations to be qualified for trading as book-entry-only securities through the facilities of DTC,
the Issuer shall take appropriate steps to provide DTC or the paying agent/registrar bank acting on
behalf of DTC,with one definitive Obligation for each year of maturity of such Obligations and to
provide the Representative with the other documents hereinafter mentioned, and the Underwriters
will accept such delivery and pay the purchase price of the Obligations as set forth in Section 1
hereof in immediately available funds. Concurrently with such payment by the Underwriters, the
Issuer shall return to the Representative the Check referred to in Section 1 hereof. Payment for the
Obligations shall be made at the offices of the Paying Agent/Registrar for the Obligations. Delivery
of all documents required herein shall be made at the offices of Norton Rose Fulbright US LLP,300
Convent, 21s`Floor, San Antonio, Texas 78205, or such other place, as shall have been mutually
agreed upon by the Issuer and the Representative.
In addition, the Issuer and the Underwriters agree that there shall be a preliminary closing
held at such place as the Issuer and the 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 counsel to the Underwriters with a complete transcript of proceedings for the
Obligations or the documents described in Section 6(j)hereof via electronic delivery on the business
day preceding the Closing. Drafts of all documents to be delivered at the Closing shall be prepared
and distributed to all parties and their counsel for review at least three business days prior to the
Closing.
6. Closing Conditions. The Underwriters have entered into this Contract in reliance
upon the representations,warranties and agreements of the Issuer contained herein,and in reliance
upon the representations, warranties and agreements to be contained in the documents and
instruments to be delivered at the Closing and upon the performance by the Issuer of its obligations
hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the
Underwriters' obligations under this Contract to purchase, to accept delivery of and to pay for the
Obligations shall be conditioned upon the performance by the Issuer of its obligations to be
performed hereunder and under such documents and instruments at or prior to the Closing,and shall
also be subject to the following additional conditions, including the delivery by the Issuer of such
documents as are enumerated herein, in form and substance reasonably satisfactory to the
Representative, Bond Counsel and counsel to the Underwriters:
9
(a) The representations and warranties of the Issuer contained herein shall be
true, complete and correct on the date hereof and on and as of the date of the Closing, as if
made on the date of the Closing;
(b) The Issuer shall have performed and complied with all agreements and
conditions required by this Contract to be performed or complied with by it prior to or at the
Closing;
(c) At the time of the Closing, (i) the Ordinance, this Contract, the Escrow
Agreement and the Obligations shall be in full force and effect in the form heretofore
approved by the Representative and shall not have been amended,modified or supplemented,
and the Official Statement shall not have been supplemented or amended,except in any such
case as may have been agreed to by the Representative; (ii) the net proceeds of the sale of
the Obligations and any funds to be provided by the Issuer shall be deposited and applied as
described in the Official Statement and in the Ordinance; and (iii) all actions of the Issuer
required to be taken by the Issuer shall be performed in order for Bond Counsel to deliver
its opinions referred to hereafter;
(d) At or prior to the Closing,the Escrow Agreement,the Ordinance shall have
been duly approved and delivered by the Issuer,and the Issuer shall have duly executed and
delivered, and the Paying Agent/Registrar shall have duly authenticated, the Obligations;
(e) The Issuer shall have agreed in the Ordinance to provide certain periodic
information and notices of certain events in accordance with Rule 15c2-12 as described in
the Preliminary Official Statement under "CONTINUING DISCLOSURE OF
INFORMATION." The Underwriters' obligation to accept and pay for the Obligations is
conditioned upon delivery to the Representative of a certified copy of the Ordinance
containing the agreement described under such heading;
(f) At the time of the Closing, the Issuer shall deliver the Obligations;
(g) At the time of the Closing, there shall not have occurred any change or any
development involving a prospective change in the condition, financial or otherwise, or in
the revenues or operations of the Issuer,from that set forth in the Official Statement,that in
the reasonable judgment of the Representative,is material and adverse and that makes it,in
the reasonable judgment of the Representative, impracticable to market the Obligations on
the terms and in the manner described in the Official Statement;
(h) The Issuer shall not have failed to pay principal or interest when due on any
of its outstanding obligations for borrowed money;
(i) 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 by this Contract
shall be reasonably satisfactory in legal form and effect to the Representative,Bond Counsel
and counsel for the Underwriters;
10
(j) At or prior to the Closing, the Representative shall have received one copy
of each of the following documents:
(1) a conformed copy of the Official Statement,and each supplement or
amendment thereto, if any, as may have been agreed to by the Representative;
(2) the Ordinance having been duly adopted or approved by the Issuer
and an executed Approval Certificate, each such document being in full force and
effect, with such supplements or amendments as may have been agreed to by the
Representative;
(3) the Escrow Agreement and the Paying Agent/Registrar Agreement,
having been duly executed on behalf of the Issuer and The Bank of New York
Mellon Trust Company,N.A., Dallas, Texas, as Paying Agent/Registrar;
(4) the approving opinion of Norton Rose Fulbright US LLP, San
Antonio, Texas ("Bond Counsel") with respect to the Obligations, in substantially
the form attached to the Official Statement as Appendix D;
(5) a supplemental opinion of Bond Counsel addressed to the Issuer and
the Underwriters, in substantially the form attached hereto as Exhibit A;
(6) an opinion, dated the date of the Closing and addressed to the
Underwriters, of counsel for the Underwriters, in substantially the form attached
hereto as Exhibit B;
(7) a certificate, dated the date of Closing, signed by an authorized
representative of the Issuer, to the effect that(i) the representations and warranties
of the Issuer contained herein are true and correct in all material respects on and as
of the date of Closing as if made on the date of Closing; (ii) except to the extent
disclosed in the Official Statement,no litigation is pending or,to the knowledge of
such person,threatened in any court to restrain or enjoin the issuance or delivery of
the Obligations,or the collection or application of ad valorem taxes pledged or to be
pledged to pay the principal of and interest on the Obligations,or the pledge thereof,
or in any way contesting or affecting the validity of the Obligations,the Ordinance,
the Escrow Agreement or this Contract,or contesting the power of the Issuer(other
than tax protests which, individually and in the aggregate, are not material) or the
authorization of the Obligations or the Ordinance, or contesting in any way the
accuracy, completeness or fairness of the Official Statement (but in lieu of or in
conjunction with such certificate, the Representative may, in its sole discretion,
accept certificates or opinions of the Issuer's City Attorney that, in the opinion
thereof, the issues raised in any such pending or threatened litigation are without
substance or that the contentions of all plaintiffs therein are without merit); (iii) to
the best of such person's knowledge,no event affecting the Issuer has occurred since
the date of the Official Statement which should be disclosed in the Official Statement
11
for the purpose for which it is to be used or which it is necessary to disclose therein
in order to make the statements and information therein not misleading in any
material respect;and(iv)that there has not been any material and adverse change in
the affairs or financial condition of the Issuer since September 30, 2015, the latest
date as to which audited financial information is available;
(8) a certificate of the Issuer in form and substance satisfactory to Bond
Counsel and counsel to the Underwriters (a) setting forth the facts, estimates and
circumstances in existence on the date of the Closing, which establish that it is not
expected that the proceeds of the Obligations will be used in a manner that would
cause the Obligations to be"arbitrage bonds" within the meaning of Section 148 of
the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable
regulations(whether final,temporary or proposed),issued pursuant to the Code,and
(b)certifying that to the best of the knowledge and belief of the Issuer there are no
other facts,estimates or circumstances that would materially change the conclusions,
representations and expectations contained in such certificate;
(9) the approving opinion of the Attorney General in respect of the
Obligations;
(10) the registration certificate of the Comptroller in respect of the
Obligations;
(11) a letter or report from Fitch Ratings ("Fitch"), S&P Global Ratings
(`S&P") and Moody's Investors Service, Inc. ("Moody's"), to the effect that the
Obligations have been assigned ratings of not lower than "AA", "AA" and "Aa2",
respectively, which ratings shall be in effect as of the date of Closing;
(12) an opinion of the City Attorney addressed to the Underwriters and
dated the date of Closing substantially in the form and substance of Exhibit C hereto;
and
(13) such additional legal opinions, certificates, instruments and other
documents as the Representative,Bond Counsel,or counsel to the Underwriters may
reasonably request to evidence the truth and accuracy, as of the date hereof and as
of the date of the Closing, of the Issuer's representations and warranties contained
herein and of the statements and information contained in the Official Statement and
the due performance or satisfaction by the Issuer on or prior to the date of the
Closing of all the respective agreements then to be performed and conditions then to
be satisfied by the Issuer.
All of the opinions, letters,certificates,instruments and other documents mentioned above
or elsewhere in this Contract shall be deemed to be in compliance with the provisions hereof if,but
only if, they are in form and substance reasonably satisfactory to the Representative.
12
If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriters
to purchase,to accept delivery of and to pay for the Obligations contained in this Contract,or if the
obligations of the Underwriters to purchase,to accept delivery of and to pay for the Obligations shall
be terminated for any reason permitted by this Contract,this Contract shall terminate and neither the
Underwriters nor the Issuer shall be under any further obligation hereunder, except that the
respective obligations of the Issuer and the Underwriters set forth in Sections 1 (with respect to the
Check), 4, 8 and 10 hereof shall continue in full force and effect.
7. Termination. The Underwriters shall have the right to cancel their obligation to
purchase the Obligations(as evidenced by a written notice to the Issuer terminating the obligation
of the Underwriters to accept delivery of and pay for the Obligations) if, between the date of this
Contract and the Closing, the market price or marketability of the Obligations shall be materially
adversely affected, in the reasonable judgment of the Representative,by the occurrence of any of
the following:
(a) legislation shall be enacted by or introduced in the Congress or recommended
to the Congress for passage by the President of the United States, or the Treasury
Department of the United States or the Internal Revenue Service or any member of the
Congress or favorably reported for passage to either House of the Congress by any
committee of such House to which such legislation has been referred for consideration, a
decision by a court of the United States or of the State of Texas or the United States Tax
Court shall be rendered,or an order,ruling,regulation(final,temporary or proposed),press
release,statement or other form of notice 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
Obligations, or other action or events shall have transpired which may have the purpose or
the effect,directly or indirectly,of changing the federal income tax consequences of any of
the transactions described herein;
(b) legislation introduced in or enacted (or resolution passed) by the Congress
or an order,decree,or injunction issued by any court of competent jurisdiction,or an order,
ruling,regulation(final,temporary,or proposed),press release or other form of notice issued
or made by or on behalf of the United States Securities and Exchange Commission, or any
other governmental agency having jurisdiction of the subject matter, to the effect that
obligations of the general character of the Obligations, including any or all underlying
arrangements,are not exempt from registration under or other requirements of the 1933 Act,
or that the Ordinance is not exempt from qualification under or other requirements of the
Trust Indenture Act, or that the issuance, offering, or sale of obligations of the general
character of the Obligations, including any or all underlying arrangements, as described
herein or in the Official Statement or otherwise, is or would be in violation of the federal
securities law as amended and then in effect;
(c) any state blue sky or securities commission or other governmental agency or
body in any jurisdiction in which at least 20% of the principal amount of the Obligations
13
have been offered and sold shall have withheld registration, exemption or clearance of the
offering of the Obligations as described herein, or issued a stop order or similar ruling
relating thereto;
(d) a general suspension of trading in securities on the New York Stock
Exchange,the establishment of material restrictions(not in force as of the date hereof)upon
trading securities generally by any governmental authority or any national securities
exchange,or a general banking moratorium declared by federal,State of New York,or State
of Texas officials authorized to do so or a material disruption in securities settlement,
payment or clearance services in the United States shall have occurred;
(e) a national securities exchange or any governmental authority shall impose,
as to the Obligations or as to obligations of the general character of the Obligations, any
material restrictions not now in force,or increase materially those now in force,with respect
to the extension of credit by, or the charge to the net capital requirements of, the
Underwriters;
(f) any amendment to the federal or Texas Constitution or action by any federal
or Texas court, legislative body, regulatory body, or other authority materially adversely
affecting the tax status of the Issuer,its property,income,securities(or interest thereon),or
the validity or enforceability of the levy of ad valorem taxes to pay principal of and interest
on the Obligations;
(g) any event occurring,or information becoming known which,in the reasonable
judgment of the Representative, makes untrue in any material respect any statement or
information contained in the Official Statement,or has the effect that the Official Statement
contains any untrue statement of material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(h) there shall have occurred since the date of this Contract any materially
adverse change in the affairs or financial condition of the Issuer;
(i) there shall have occurred any 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 agency of the State of Texas;
(j) there shall have occurred(whether or not foreseeable) 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 including,but not limited to,an escalation
of hostilities that existed prior to the date hereof, or(c) material financial crisis or adverse
change in the financial or economic conditions affecting the United States government or the
securities markets in the United States;
(k) any fact or event shall exist or have existed that,in the reasonable judgment
of the Representative, requires or has required an amendment of or supplement to the
14
Official Statement, and the Issuer has not provided to the Representative with such
amendment or supplement as required by Section 3(e) hereof;
(1) there shall have occurred any downgrading, or any published notice shall
have been given of any (a) intended or potential downgrading or (b) review or possible
change that does not indicate a possible upgrade,in the unenhanced rating of the Obligations
by Fitch, S&P or Moody's; and
(m) the purchase of and payment for the Obligations by the Underwriters,or the
resale of the Obligations by the Underwriters, on the terms and conditions herein provided
shall be prohibited by any applicable law, governmental authority, board, agency or
commission,which prohibition shall occur subsequent to the date hereof and shall not be due
to the malfeasance, misfeasance or nonfeasance of the Underwriters.
With respect to the terminating events described in subparagraphs (e) and (m) above, the
Underwriters are not aware of any current, pending, or proposed law or government inquiry or
investigation as of the date of execution of this Contract which would permit the Underwriters to
invoke the Underwriters'termination rights hereunder.
8. Expenses. (a)The Underwriters shall be under no obligation to pay,and the Issuer
shall pay,any expenses incident to the performance of the Issuer's obligations hereunder,including,
but not limited to(i)the cost of preparation,printing and distribution of the Obligations and all other
related documents;(ii)the cost of preparing,printing and mailing the Preliminary Official Statement
and Final Official Statement; (iii) the fees and disbursements of Bond Counsel; (iv) the fees and
disbursements of the Financial Advisor to the Issuer; (v) the fees and disbursements of any other
paying agent/registrar, engineers, accountants, and other experts, consultants or advisers retained
by the Issuer; and(vi)the fees for bond ratings.
(b) The Underwriters shall pay(i)the cost of preparation and printing of this Contract;
(ii) all advertising expenses in connection with the public offering of the Obligations; and(iii) all
other expenses incurred by it in connection with the public offering of the Obligations,including the
fees and disbursements of counsel retained by the Underwriters and other expenses incurred at the
Underwriters' discretion(including, but not limited to, travel, lodging, meals, entertainment, deal
mementos, and similar expenses).
(c) The Issuer acknowledges that the Underwriters will pay from the Underwriters'
expense allocation of the underwriting discount the applicable per bond assessment charged by the
Municipal Advisory Council of Texas,a non-profit corporation whose purpose is to collect,maintain
and distribute information relating to issuing entities of municipal securities. An employee of one
or more of the Underwriters serves on the Board of the Municipal Advisory Council of Texas. The
Issuer acknowledges that it has had an opportunity, in consultation with such advisors as it may
deem appropriate, if any,to evaluate and consider the fees and expenses being incurred as part of
the issuance of the Obligations.
9. Notices. Any notice or other communication to be given to the Issuer under this
Contract may be given by delivering the same in writing at its address set forth above, Attention:
City Manager, and any notice or other communication to be given to the Underwriters under this
15
Contract may be given by delivering the same in writing to Raymond James & Associates, Inc.,
5956 Sherry Lane, Suite 1900, Dallas, Texas 75225, Attn: Ms. Debi Jones.
10. Parties in Interest. This Contract as heretofore specified shall constitute the entire
agreement between us and is made solely for the benefit of the Issuer 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 Contract may not be assigned by the Issuer. All of the
Issuer's representations,warranties and agreements contained in this 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 Obligations pursuant to this Contract;and(iii)any
termination of this Contract.
11. Effectiveness. This Contract shall become effective upon the acceptance hereof by
the Issuer and shall be valid and enforceable at the time of such acceptance.
12. Choice of Law. This Contract shall be governed by and construed in accordance
with the law of the State of Texas and the United States of America.
13. Severability. If any provision of this Contract shall be held or deemed to be or shall,
in fact,be invalid,inoperative or unenforceable as applied in any particular case in any jurisdiction
or jurisdictions,or in all jurisdictions because it conflicts with any provisions of any Constitution,
statute, rule of public policy, or any other reason, such circumstances shall not have the effect of
rendering the provision in question invalid, inoperative or unenforceable in any other case or
circumstance,or of rendering any other provision or provisions of this Contract invalid,inoperative
or unenforceable to any extent whatsoever.
14. Business Day. For purposes of this Contract, "business day" means any day on
which the New York Stock Exchange is open for trading.
15. Section Headings. Section headings have been inserted in this Contract as a matter
of convenience of reference only, and it is agreed that such section headings are not a part of this
Contract and will not be used in the interpretation of any provisions of this Contract.
16. Counterparts. This Contract may be executed in several counterparts each of which
shall be regarded as an original (with the same effect as if the signatures thereto and hereto were
upon the same document) and all of which shall constitute one and the same document.
17. No Personal Liability. None of the members of the Issuer's governing body,nor any
officer, agent,or employee of the Issuer, shall be charged personally by the Underwriters with any
liability, or be held liable to the Underwriters under any term or provision of this Contract, or
because of execution or attempted execution,or because of any breach or attempted alleged breach
of this Contract.
[The remainder of this page intentionally left blank]
16
If you agree with the foregoing, please sign the enclosed counterpart of this Contract and
return it to the Representative. This Contract shall become a binding agreement between you and
the Underwriters when at least the counterpart of this Contract shall have been signed by or on
behalf of each of the parties hereto.
Respectfully submitted,
RAYMOND JAMES&ASSOCIATES,INC.
SAMCO CAPITAL MARKETS,INC.
COASTAL SECURITIES,INC.
By: RAYMOND JAMES&ASSOCIATES,INC.
(as Representative of the Underwriters)
By: IA`
Title; I'rR,A146 „Lc-,
ACCEPTANCE BY
CITY OF CORPUS CHRISTI,TEXAS
ACCEPTED at .m.,Central Time this day of ,2016.
By:
Title:
City of Corpus Christi,Texas
Signature Page to the Purchase Contract Relating to
City of Corpus Christi,Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation,
Series 2016A and
City of Corpus Christi,Texas General improvement Refunding Bonds,Series 2016
If you agree with the foregoing,please sign the enclosed counterpart of this Contract and
return it to the Representative. This Contract shall become a binding agreement between you and
the Underwriters when at least the counterpart of this Contract shall have been signed by or on
behalf of each of the parties hereto.
Respectfully submitted,
RAYMOND JAMES&ASSOCIATES,INC.
SAMCO CAPITAL MARKETS,INC.
COASTAL SECURITIES,INC.
By: RAYMOND JAMES&ASSOCIATES,INC.
(as Representative of the Underwriters)
By:
Title;
ACCEPTANCE BY
CITY OF CORPUS CHRISTI,TEXAS
ACCEPTED at 9:o S iL,,.m.,Central Time this 1,54121ay of ,2016.
By: _L-L-_ _:._ = 4.---7&.)--4--g..., .°
Title: Director of Financial Services
City of Corpus Christi,Texas
OA - °C5 AUT 010t. .
c (19
ST ODOPICIL .......... (
SECRETAR` h�
Signature Page to the Purchase Contract Relating to (VJ
City of Corpus Christi,Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation,
Series 2016A and
City of Corpus Christi,Texas General improvement Refunding Bonds,Series 2016
EXHIBIT A
FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL
[Form of Supplemental Opinion previously distributed by Bond Counsel to be attached]
EXHIBIT B
FORM OF UNDERWRITERS' COUNSEL OPINION
LAW OFFICES
MECALL, PARKHURST & HORTON L.L.P.
717 NORTH HARWOOD 700 N.ST.MARY'S STREET 600 CONGRESS AVENUE
NINTH FLOOR 1525 ONE RIVERWALK PLACE 1800 ONE AMERICAN CENTER
DALLAS,TEXAS 75201-6587 SAN ANTONIO,TEXAS 78205-3503 AUSTIN,TEXAS 78701-3248
TELEPHONE'.214754-9200 TELEPHONE'.210225-2800 TELEPHONE:512478-3805
FACSIMILE:214 754-9250 FACSIMILE:210225-2984 FACSIMILE'.512 472-0871
August 11, 2016
RAYMOND JAMES&ASSOCIATES,INC.
SAMCO CAPITAL MARKETS,INC.
COASTAL SECURITIES,INC.
c/o Raymond James & Associates, Inc.
5956 Sherry Lane, Suite 1900
Dallas, Texas 75225
RE: $16,430,000 CITY OF CORPUS CHRISTI,TEXAS COMBINATION TAX AND
LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION,SERIES 2016A
$16,130,000 CITY OF CORPUS CHRISTI,TEXAS GENERAL IMPROVEMENT
REFUNDING BONDS,SERIES 2016
Ladies and Gentlemen:
We have acted as counsel for you as the underwriters(the"Underwriters")of the obligations
described above (the "Obligations"), issued under and pursuant to two separate ordinances
(collectively,the"Ordinance")approved by the governing body of the CITY OF CORPUS CHRISTI,
TEXAS(the"Issuer"),and which Obligations you are purchasing pursuant to the Purchase Contract
between the Issuer and you, dated July 15, 2016(the "Purchase Contract"). All capitalized terms
not otherwise defined herein shall have the meaning set forth in the Purchase Contract.
In connection with the rendering of this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction,of documents,opinions,certificates,instruments
and records as we have considered necessary or appropriate for purposes of rendering the opinions
hereinafter expressed. In addition, we have made such investigations of law and facts as we have
deemed appropriate or necessary as a basis for these opinions. We have not been requested to,and
are not expressing any opinion or views on, the authorization, execution, issuance, delivery or
validity of, or tax exemption with respect to, the Obligations. We have assumed but have not
independently verified,that the signatures on all documents and certificates that we have examined
are genuine and that the Obligations conform to the specimen copies thereof that we have examined.
Based on and subject to the foregoing, we are of the opinion that,under existing laws, the
Obligations are not subject to the registration requirements of the Securities Act of 1933, as
amended, and the Ordinance is not required to be qualified under the Trust Indenture Act of 1939,
as amended.
In addition,based upon(i) our understanding of the Securities and Exchange Commission
(the "SEC') Rule 15c2-12 (the "Rule") and interpretive guidance published by the SEC relating
thereto, (ii) our review of the continuing disclosure undertaking of the Issuer contained in the
Ordinance, and (iii) the inclusion in the Official Statement, dated July 15, 2016, relating to the
issuance of the Obligations (the "Official Statement") of a description of the specifics of such
undertaking, and in reliance on the opinion of Bond Counsel that the Ordinance has been duly
adopted by the Issuer and constitutes a valid and legally binding obligation of the Issuer enforceable
in accordance with its terms,we have no reason to believe that such undertaking does not meet the
requirement of paragraph(b)(5)(i)of the Rule and,accordingly,we advise you that such undertaking
provides a suitable basis for you, as the Underwriters, and any other broker, dealer, or municipal
securities dealer acting as a Participating Underwriter(as defined in the Rule) in connection with
the offering of the Obligations, to make a reasonable determination that the Issuer has met the
qualifications of paragraph(b)(5)(i) of the Rule.
Because the primary purpose of our professional engagement as your counsel was not to
establish factual matters, because of the wholly or partially nonlegal character of many of the
determinations involved in the preparation of the Official Statement, and because the information
in the Official Statement under the headings "BOOK-ENTRY-ONLY SYSTEM," "TAX
MATTERS,""CONTINUING DISCLOSURE OF INFORMATION- Compliance with Prior
Undertakings"and the Schedule and the Appendices thereto were prepared by others who have been
engaged to review or provide such information, we are not passing on and do not assume any
responsibility for, except as set forth in the last sentence of this paragraph, the accuracy,
completeness or fairness of the statements contained in the Official Statement (including any
appendices, schedules and exhibits thereto), and we make no representation that we have
independently verified the accuracy,completeness or fairness of such statements. In the course of
our participation in the preparation and review of the Official Statement as your counsel, we had
discussions with representatives of the Issuer, including its Financial Advisor and Bond Counsel,
regarding the contents of the Official Statement. In the course of such activities, no facts came to
our attention which would lead us to believe that the Official Statement (except for the financial
statements and other financial and statistical data contained therein,the information set forth under
the headings "BOOK-ENTRY-ONLY SYSTEM," "TAX MATTERS,""CONTINUING
DISCLOSURE OF INFORMATION-Compliance with Prior Undertakings"and the Schedule and
the Appendices thereto, as to which we express no opinion), as of its date contained any untrue
statement of a material fact or omitted to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
This opinion letter may be relied upon by only you and only in connection with the
transaction to which reference is made above and may not be used or relied upon by any other
person for any purposes whatsoever without our prior written consent.
Respectfully,
EXHIBIT C
FORM OF CITY ATTORNEY OPINION
August 11, 2016
RAYMOND JAMES&ASSOCIATES,INC.
SAMCO CAPITAL MARKETS,INC.
COASTAL SECURITIES,INC.COASTAL SECURITIES,INC.
do Raymond James & Associates,Inc.
5956 Sherry Lane, Suite 1900
Dallas, Texas 75225
RE: $16,430,000 CITY OF CORPUS CHRISTI,TEXAS COMBINATION TAX AND
LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION,SERIES 2016A
$16,130,000 CITY OF CORPUS CHRISTI,TEXAS GENERAL IMPROVEMENT
REFUNDING BONDS,SERIES 2016
Ladies and Gentlemen:
I am the City Attorney for the City of Corpus Christi,Texas(the "City") at the time of the
issuance of the above referenced securities(collectively,the"Securities"),pursuant to the provisions
of two separate ordinances(collectively,the"Ordinance")duly adopted by the City Council of the
City. Capitalized terms not otherwise defined in this opinion have the meanings assigned in the
Purchase Contract.
In my capacity as City Attorney to the City, I have reviewed such agreements, documents,
certificates, opinions, letters, and other papers as I have deemed necessary or appropriate in
rendering the opinions set forth below.
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 me 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, 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:
1. Except as disclosed in the Official Statement, no litigation is pending, or, to my
knowledge,threatened,in any court in any way(a)challenging the titles of the Mayor or any of the
other members of the City Council to their respective offices; (b) seeking to restrain or enjoin the
issuance, sale or delivery of any of the Securities, or the levy, collection or application of the ad
valorem taxes pledged or to be pledged to pay the principal of and interest on the Securities; (c)
contesting or affecting the validity or enforceability of the Securities, the Ordinance, the Escrow
Agreement,the Approval Certificate or the Purchase Contract;(d)contesting the powers of the City
or any authority for the issuance of the Securities,or the adoption of the Ordinance;or(e)that would
have a material and adverse effect on the financial condition of the City.
2. I have reviewed the information in the Official Statement contained under the caption
"LITIGATION AND REGULATION"and such information in all material respects accurately and
fairly summarizes the matters described therein.
This opinion is furnished solely for your benefit and may be relied upon only by the
addresses hereof or anyone to whom specific permission is given in writing by me.
Very truly yours,
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-77376
Samco Capital Markets, Inc.
Austin,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/28/2016
being filed.
City of Corpus Christi DWI Ack owledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Corpus GIRB/CO-2016-BPA
Underwriting
Nature of interest
4 Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Westerman, Duane San Antonio,TX United States X
Whitlock,Chris Dallas,TX United States X
Mannes,Joe Austin,TX United States X
Engemoen, Roger Austin,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
o,,,ern,,,,, STEVE SLEDGE
ev ge Notary Public.State of Texas
,,Eo11 `,�, Comm.Expires 12-22.2019
Notary ID 4774836 'ignatu a of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said Chris Whitlock ,this the 28th day of June
20 16 ,to certify which,witness my hand and seal of office.
4 � iE� « /16
Signature of officer administering oath Printed name of officer administering oath Title of o er administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021