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Home My WebLink AboutC2016-665 - 4/19/2016 - Approved BROADWAY BANK 1177 N.E. Loop 410 San Antonio, Texas 78209 October 19,2016 City of Corpus Christi, Texas 1201 Leopard Street Corpus Christi, Texas 78401 Norton Rose Fulbright US LLP 300 Convent Street, Suite 2100 San Antonio, Texas 78205 Re: City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2016A (the Obligations) Ladies and Gentlemen: We have agreed to purchase, and the City Council of the City of Corpus Christi, Texas (the Issuer) has agreed to sell to us the captioned Obligations scheduled to mature on March 1 in each of the years 2017 through 2026 at the purchase price of $7,407,869.60 and no accrued interest. The Obligations are subject to redemption prior to Stated Maturity, at the option of the Issuer, on any date. Such Obligations will bear the terms and be secured as described in the Issuer's Ordinance authorizing the Obligations adopted April 19, 2016, all subject to receipt by you and by us of such opinions, certificates, and other documents as you or we may reasonably require to establish the validity and legality of the Obligations. In addition, as a condition precedent to our obligation to accept delivery and to pay for the Obligations, no event shall have occurred which in the reasonable opinion of the undersigned would materially adversely affect the fair market value of the Obligations. We hereby represent and warrant that: 1. we are (i)an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act of 1933 or(ii)a state or national bank organized under the laws of the United States, and we have sufficient knowledge and experience in financial and business matters, including purchase and ownership of tax-exempt municipal obligations, to be able to evaluate the economic risks and merits of the investment represented by the purchase of the Obligations; 2. we have made our own inquiry and analysis with respect to the Obligations and the security therefor, and other material factors affecting the security and payment of the Obligations, and we have not relied upon any statement by you, your officers, directors, or employees, or your financial consultants or legal advisors in connection with such inquiry or analysis or in connection with the offer and sale of the Obligations; 02016-665 4/19/16 Ord. 030822 Norton Rose Fulbright City of Corpus Christi,Texas Norton Rose Fulbright US LLP October 19,2016 Page 2 3. we have either been furnished with or have had access to all necessary information that we desire in order to enable us to make an informed investment decision concerning investment in the Obligations, and we have had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the purpose for which the proceeds of the Obligations will be utilized, and the security therefor, so that we have been able to make an informed decision to purchase the Obligations; 4. we are purchasing the Obligations for our own account, as evidence of a private placement and a negotiated bank loan, and not with a view to, and with no present intention of, selling, pledging, transferring, conveying, hypothecating, mortgaging, disposing, reoffering, distributing, or reselling the Obligations, or any part or interest thereof, except to persons who are able to and do confirm in writing to us and to you the representations contained in paragraphs(1) through (3) and this paragraph to the same extent as if such paragraphs referred to such persons; 5. we further acknowledge that we are responsible for consulting with our advisors concerning any obligations, including,but not limited to,any obligations pursuant to federal and state securities and income tax laws, we may have with respect to subsequent purchasers of the Obligations if and when any such future disposition of the Obligations may occur; 6. we understand that the Obligations (a)are not being registered under the Securities Act of 1933 and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state due to exemptions from registration provided for therein, (b)will not be listed on any stock or other securities exchange; (c) will carry no rating from any rating service; and(d)will not be readily marketable; 7. we understand that the Issuer is not required to make any continuing disclosure pursuant to Rule 15c2-12(b) (the Rule) of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934,because the Obligations are being sold pursuant to a private placement with the Purchasers (as defined in the Ordinance), generally in denominations of$100,000 or any integral multiple of$5,000 in excess thereof, to less than thirty-five sophisticated investors, and therefore the Rule is not applicable to the offering of the Obligations;and 8. we understand and agree that the foregoing representations and warranties will be relied upon by Norton Rose Fulbright US LLP, Bond Counsel to the Issuer, in rendering its opinion on the exemption of the Obligations from the registration requirements under existing federal and state securities laws. [The remainder of this page intentionally left blank] 27599826.2 City of Corpus Christi, Texas Norton Rose Fulbright US LLP October 19,2016 Page 3 Very truly yours, BROADWAY NATIONAL BANK By: Name: Title: 27599826.2 City of Corpus Christi,Texas Norton Rose Fulbright US LLP October 19,2016 Page 4 AGREED TO AND ACCEPTED this 19th day of October,2016. CITY OF CORPUS CHRISTI,TEXAS Director of Financial Services 7/2 y coUIfCtL a tilljet" .,a SECRET RV I 27599826.2 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. 2016-143846 Broadway National Bank San Antonio,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 12/07/2016 being filed. City of Corpus Christi,Texas Date- ck edged:71--e ri3OU 3 Provide the identification number used by the governmental entity or state agency to track or identify the c ntract,and provide a description of the services,goods,or other property to be provided under the contract. Corpus Christi 2016A GO Ref Purchaser Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling j Intermediary Cheever,Jr.,Charles San Antonio,TX United States X Cheever Powell,Jane San Antonio,TX United States X Goudge,Jim San Antonio,TX United States X Bohne, David San Antonio,TX United States X Parish, Pamela San Antonio,TX United States X Hartenstine, Harvey San Antonio,TX United States X Dieterle,William San Antonio,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. SHANNON SAVARY o�*pY iv ` k«fa Notary polio, of Texas � My Commission exgres December 16,2016 G`-� `✓� - 'Ptot: ID 12647?27.7 . Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE r� Sworn to and subscribed before me,by the said � �? k�pr�15R - ,this the l day of-04e0 boc, 20 \ .to certify which,witness my hand and seal of office. C liwn r.� LIA i til CAT t,Jr>t• ature o officer adm stering-oath Printed name of officer administ ing oath Title of officer dministering oath Forms provided by Texas Ethics commission www.ethics.state.tx.us Version V1.0.277