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HomeMy WebLinkAboutC2016-670 - 6/21/2016 - Approved PURCHASE CONTRACT RELATING TO $80,415,000 CITY OF CORPUS CHRISTI,TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS,SERIES 2016 August 4, 2016 City of Corpus Christi, Texas 1201 Leopard Corpus Christi, Texas 78401 Dear Mayor and Members of the City Council: J.P. MORGAN SECURITIES LLC (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 August 4,2016,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). J.P. Morgan Securities LLC 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 Bonds. 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$80,415,000 in principal amount of the Issuer's UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2016 (the "Bonds"). The Issuer acknowledges and agrees that(i)the purchase and sale of the Bonds 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 hatpin nr tha C2016-670 `"makings,and procedures leading thereto(regardless of whether any 6/21/16 Ord. 030883 J.P.Morgan Securities LLC qr:ANNIFT) 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, and (iv)the Issuer has consulted its own legal, financial, and other advisors to the extent it has deemed appropriate. 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 June 21, 2016 (the "Ordinance). In the 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 "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 Ordinance and the Approval Certificate and as set forth in Schedule Ito this Contract. The purchase price for the Bonds shall be$92,213,656.22(representing the principal amount of the Bonds, plus a net original issue reoffering premium on the Bonds in the amount of $12,259,887.55, and less an Underwriters' discount on the Bonds of$461,231.33) plus accrued interest on the Bonds from their date to the date of the payment for and delivery of the Bonds. 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 $762,000.00 (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 Bonds at the Closing, 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 Bonds 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 Bonds 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 Bonds 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 Underwriters and the Issuer understand that in such event the Issuer's actual damages may be greater or may be less than such amount. Accordingly,the Underwriters hereby waive any right to claim that the Issuer's actual damages are less than such amount,and the Issuer's acceptance of this offer shall constitute a waiver of any right the Issuer may have to additional damages from the Underwriters. 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 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 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 Bonds to certain dealers(including dealers depositing Bonds into investment trusts) and others at prices lower than the public offering prices stated in Schedule I attached hereto and in the Official Statement; provided that on or before the Closing, the Representative shall execute and deliver to Bond Counsel an Issue Price Certificate prepared by Bond Counsel. 3. The Official Statement. (a)The Preliminary Official Statement of the Issuer,dated July 28, 2016, including the cover page, schedules, if any, and Appendices thereto, relating to the Bonds(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 Bonds 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 Municipal Securities Rulemaking Board(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 Bonds 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 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 Bonds, 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 Bonds 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 Bonds. 3 (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. 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. (f) The Representative hereby agrees to timely file the Official Statement and the Escrow Agreement (defined herein) 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. (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 Bonds. 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. (h) Each of the Underwriters has 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 any Form 4 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 any Form 1295, other than, with respect to the Issuer, providing the identification number required for the completion of a Form 1295. 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" described and defined in the Official Statement, and all documents required hereunder and thereunder to be executed and delivered by the Issuer, (ii) to sell, issue and deliver the Bonds 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 Bonds, (ii)the approval, execution and delivery of, and the performance by the Issuer of the obligations on its part contained in,the Bonds,the Ordinance,the 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 Bonds,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 Bonds as aforesaid, the Ordinance will provide, for the 5 benefit of the holders,from time to time,of the Bonds,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 Bonds, 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 Bonds and the Ordinance; (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body,board,agency or commission 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 Escrow Agreement,the Ordinance, and the Bonds 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 Bonds by the Office of the Attorney General of the State of Texas (the "Attorney General") and registration of the Bonds by the Office of the Comptroller of the State of Texas (the "Comptroller"), and the Issuer shall cause a transcript of proceedings 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 Bonds by the Attorney General,and the registration of the Bonds by the Comptroller on or before the Closing, as required by Sections 6(j)(10) and(11)hereof, but subject to the discretion of the Attorney General with respect to the issuance of his approving opinion; (f) The Bonds, the Escrow Agreement and the Ordinance conform to the descriptions thereof contained in the Official Statement under the captions "PLAN OF FINANCING" and "THE BONDS" and the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the caption "PLAN OF FINANCING". (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, 6 restrain or enjoin the sale, issuance or delivery of the Bonds or the collection of revenues pledged to the payment of principal of and interest on the Bonds pursuant to the Ordinance or in any way contesting or affecting the validity or enforceability of the Bonds, the Ordinance,the Escrow Agreement or this Contract, 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 Issuer or any authority for the issuance of the Bonds,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 Bonds, 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 (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 Bonds 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 Bonds; (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 Bonds 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 Bonds for investment under the laws of such states and other 7 jurisdictions and (B) to continue such qualifications in effect so long as required for the distribution of the Bonds(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 Bonds 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 or the City's Combined Utility System, as defined in the Official Statement. 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 Bonds,other than in the normal course of business or as otherwise disclosed in the Official Statement; (o) Not later than the 30th day after the date of the Issuer's receipt of a Form 1295, the Issuer shall have acknowledged its receipt of such Form 1295, from each of the Underwriters in the manner described in Section 3(e) hereof, with the Texas Ethics Commission; and (p) 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. 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. (a)At 10:00 a.m. Central Time,on August 25,2016,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 Bond or Bonds (as provided for in the Ordinance)to the Representative and, provided the Representative shall have made arrangements with DTC for the Bonds 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 Bond for each year of maturity of such Bonds 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 Bonds as set forth in Section 1 hereof in immediately 8 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 Bonds shall be made at the offices of the Paying Agent/Registrar for the Bonds. 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 or the documents described in Section 6(j)hereof 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 Bonds 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: (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, the Escrow Agreement, this Contract and the Bonds 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 Bonds 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; 9 (d) At or prior to the Closing, the Ordinance and the Escrow Agreement 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 Bonds; (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 Bonds 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 Bonds; (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 Bonds 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; 0) 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 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 Escrow Agreement; 10 (5) the approving opinion of Norton Rose Fulbright US LLP ("Bond Counsel")with respect to the Bonds,in substantially the form attached to the Official Statement; (6) a supplemental opinion of Bond Counsel addressed to the Issuer and the Underwriters, in substantially the form attached hereto as Exhibit A; (7) 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; (8) 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 Bonds, or the collection or application of revenues pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity of the Bonds, the Ordinance, the Escrow Agreement or this Contract,or contesting the power of the Issuer or the authorization of the Bonds 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 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 respect; and (iv) since September 30, 2015, the latest date as to which audited financial information is available, there has not been any material adverse change in the properties, financial position, or results of operations of the Issuer or the City's Combined Utility System, whether or not arising from transactions in the ordinary course of business, other than as set forth in the Official Statement; (9) 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 Bonds will be used in a manner that would cause the Bonds 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 11 facts, estimates or circumstances that would materially change the conclusions, representations and expectations contained in such certificate; (10) the approving opinion of the Attorney General of Texas in respect of the Bonds; (11) the registration certificate of the Comptroller of Public Accounts of the State of Texas in respect of the Bonds; (12) a letter or report from Fitch Ratings ("Fitch"), Moody's Investors Service, Inc. ("Moody's"), and Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business ("S&P"), to the effect that the Bonds have been assigned ratings of not lower than "A+", "Al", and "A+",respectively,which ratings shall be in effect as of the date of Closing; (13) 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 (14) 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. 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 Bonds contained in this 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 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 Bonds(as evidenced by a written notice to the Issuer terminating the obligation of the Underwriters to accept delivery of and pay for the Bonds) if,between the date of this Contract and the Closing,the market price or marketability of the Bonds shall be materially adversely affected, in the reasonable judgment of the Representative, by the occurrence of any of the following: 12 (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 Bonds, 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 Bonds, 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 Bonds, 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 Bonds have been offered and 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; (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 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 Bonds or as to obligations of the general character of the Bonds, 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; 13 (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 its authority to collect revenues pledged or to be pledged to pay principal of and interest on the Bonds; (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 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 Bonds by S&P, Fitch or Moody's; and (m) the purchase of and payment for the Bonds by the Underwriters,or the resale of the Bonds 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 14 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 Bonds 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,escrow agents,verifications agents,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 Bonds; and (iii) all other expenses incurred by it in connection with the public offering of the Bonds, 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, if any). 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 Contract may be given by delivering the same in writing to J.P.Morgan Securities LLC, 712 Main Street, Fl. 8 N., Houston, TX 77002, Attention: Mr. Timothy C. Peterson. 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 Bonds 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. 15 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 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 2 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. 2016-91722 J.P. Morgan Securities LLC New York, NY United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/28/2016 being filed. City of Corpus Christi Dat Ackn wledged: 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 USRRB 2016—BPA Bond Underwriting Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary JPMorgan Chase&Co. New York, NY United States X J.P. Morgan Broker-Dealer Holdings Inc. New York, NY United States X Cherwin, Matthew L. New York, NY United States X Hernandez, Carlos M. New York, NY United States X Hill, Erin E. New York, NY United States X Holmes, Robert C. Dallas,TX United States X Kirby, Patrick C. New York, NY United States X Quental,Gregory G. New York, NY United States X Sippel,Jason E. New York, NY United States X Stein Sr., Eric J. New York, NY United States X Walker Jr.,James R. New York, NY United States X McCall, Parkhurst&Horton L.L.P. San Antonio,TX United States X Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 CERTIFICATE OF INTERESTED PARTIES FORM 1295 2 of 2 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. 2016-91722 J.P. Morgan Securities LLC New York, NY United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/28/2016 being filed. City of Corpus Christi Dat Ackn ledged: leve- 1 1 (kti. 3 Provide the identification number used by the governmental entity or state agency to track or identify the ntrac ,and provide a description of the services,goods,or other property to be provided under the contract. Corpus USRRB 2016—BPA Bond Underwriting Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 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. .�""�``'�� JORDYN NICHOLS ` Notary ID # 130644686 My Commission Expires 4111.5 May 2, 2020 - ��+rea=0" Signature of authorized agent of contracting bus -ss entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said 11Yf LO I Gr\ ,this the cb(, day of 20 I Li' ,to certify which,witness my hand and seal of office. Up9it- Nichols /Sioath Printed name of officer administering oath Title of officer administering oath 9natur of officer administering Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 Build Number:V1.0.277(07/13/2016) Logged in as timothy.c.peterson@jpmorgan.com I Logout (../../Logout) TEXAS ETHICS COMMISSION Home (/TECCertInt/pages/filer/landing.jsf) Profile (fTECCertInt/pages/profile/prof ileMaintenancePage.jsf) Certificates (/TECCertInt/pages/filer/certlnfoListPage.jsf) Messages i (../filer/messages.jsf) Certificate of Interested Parties - Submitted Submitted on Thu Jul 28 10:53:20 CDT 2016 Unique Certificate Identifier: 2016-91722 Home Print Copyright©2013,2014,2015 Texas Ethics Commission.All Rights Reserved. Mobile Site I Full Site 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. 2016-90776 Hutchinson, Shockey, Erley&Co. Chicago, IL United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/26/2016 being filed. City of Corpus Christi,Texas Date ckn ledged,:71-9/ \'1 \1,01 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 USRRB 2016-BPA municipal bond underwriting services Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary Meier, Nancy Chicago, IL United States X Fox, Douglas Chicago, IL United States X Van Metre,James Chicago, IL United States X Crowley, Dennis Chicago, IL United States X Thompson, Paul Chicago, IL United States X Dannenberg,Thomas Chicago, IL 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. OFFICIAL SEAL CARLY HAMILTON ; 7 / Notary Public— State of Illinois Signature of authorize�t of contracting basin s ntity 14 My Commission Expires March 08,2020 AFFIX NOTARY STAMP/SEAL ABOVE ?? �y,�,n� ,A `` / Sworn tto�and subscribed before me,by the said (Y . 1 ilvl tl eyte \ ,this the 21� day of c u ' 1 , 20 1U ,to certify which,witness my hand and seal of office. J JJJ „Oty.\.abyn •gnature officer administering oath Printed na O e of officer administering oath Title of officer admi istering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 2 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. 2016-90641 Piper Jaffray&Co. Minneapolis, MN United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/26/2016 being filed. City of Corpus Christi, Texas Date Ackn wledged:X id -'1 %Kt 3 Provide the identification number used by the governmental entity or state agency to track or identify the contrac ,and provide a description of the services,goods,or other property to be provided under the contract. Corpus USRRB 2016- BPA Bond Underwriting Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary Piper Jaffray Companies Minneapolis, MN United States X Duff,Andrew Minneapolis, MN United States X Piper,Addison Minneapolis, MN United States X Fitzgerald,William Minneapolis, MN United States X Frazier, Michael Minneapolis, MN United States X Johnson, B. Kristine Minneapolis, MN United States X Smith, Sherry Minneapolis, MN United States X Soran, Philip Minneapolis, MN United States X Taylor, Scott Minneapolis, MN United States X Volpi, Michele Minneapolis, MN United States X McCall, Parkhurst&Horton LLP San Antonio, TX United States X Rivard, Brent(Employee) Minneapolis, MN United States X Kelley,Tim (Employee) San Antonio,TX United States X Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 CERTIFICATE OF INTERESTED PARTIES FORM 1295 2 of 2 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. 2016-90641 Piper Jaffray&Co. Minneapolis, MN United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/26/2016 being filed. City of Corpus Christi, Texas Dat Ackn wledged: _OJ 3 Provide the identification number used by the governmental entity or state agency to track or identify the ntra ,and provide a description of the services,goods,or other property to be provided under the contract. Corpus USRRB 2016- BPA Bond Underwriting Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 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. ",r P"'' KRISTI GRUBER ,, ::::*.s. Notary Public,State of Texas ,.„ .14, Comm.Expires 01 U6 2020 ` �y�i,�, n 4 Op / %,.,,';,,,,, Notar ID 2538551 (� J I` k,,{,y`-' 1 Signature of authorize agent of contra l ing business entity AFFIX NOTARY STAMP I SEAL ABOVE jam_ I - L �( n/ Sworn to and subscribed before me, by the said ,...(A-ft(d U2. �'.G�JWU\ ,this the eGlt day of J '&iv , 20 (Co ,to certify which,witness my hand and seal of office. / —11,1,1— Kri Sri i G /6.tie Ncli ure of officer administeringoath Printed name of officer administeringoath Title of officer aclfninisterin oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 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 fling form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-90662 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 07/26/2016 being filed. City of Corpus Christi Date edged: 3 Provide the identification number used by the governmental entity or state agency to track or Identify the co d provide a description of the services,goods,or other property to be provided under the contract. Corpus USRRB 2016-BPA New issue bond underwriting 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling 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. • • ,that the above disclosure is true and correct. .�"'"'"w AUX CETHOUTE s i�!r•. _,pr g Notary Public,State of texas - 140:".,..14.:1 Comm.Expires 12-30-2019 1°4:,,N, Notary ID 130482084 Signature of authorized agent of• acting business entity ownwwwwwwww AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said Chris Whitlock ,this the 26th day of July 20 16 .to certify which,witness my hand and seal of office. • Signature/ 5 ' administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 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, J.P.MORGAN SECURITIES LLC HUTCHINSON,SHOCKEY,ERLEY&CO. PIPER JAFFRAY&CO. SAMCO CAPITAL MARKETS,INC. By: J.P.MORGAN SECURITIES LLC (as Representative of the Underwriters) By: 4;.,`�� Title: 4i , 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 Utility System Junior Lien Revenue 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, J.P.MORGAN SECURITIES LLC HUTCHINSON,SHOCKEY,ERLEY&CO. PIPER JAFFRAY&CO. SAMCO CAPITAL MARKETS,INC. By: J.P.MORGAN SECURITIES LLC (as Representative of the Underwriters) By: Title: ACCEPTANCE BY CITY OF CORPUS CHRISTI,TEXAs ACCEPTED at 1:0c 0..m.,Central Time this Aday of44,4 ,2016. By: Title: Director of Finanical Services City of Corpus Christi,Texas C-6-:—.1C.)..../P hi I.L. IT MOM ..1,1fri_fa al CF(`QFTA v Signature Page to the Purchase Contract Relating to City of Corpus Christi,Texas Utility System Junior Lien Revenue Refunding.Bonds,Series 2016 SCHEDULE I MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, INITIAL YIELDS AND REDEMPTION PROVISIONS $80,415,000 CITY OF CORPUS CHRISTI,TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS,SERIES 2016 Maturity Principal Interest Initial (July 15) Amount($) Rate(%) Yield(%) 2017 355,000 2.000 0.660 2018 395,000 4.000 0.770 2019 2,690,000 5.000 0.870 2020 2,615,000 5.000 1.030 2021 2,745,000 5.000 1.170 2022 2,885,000 5.000 1.380 2023 3,025,000 5.000 1.500 2024 3,175,000 5.000 1.650 2025 3,340,000 5.000 1.800 2026 3,500,000 5.000 1.910 2027 3,255,000 5.000 2.040(1) 2028 3,415,000 5.000 2.150(I) 2029 3,585,000 5.000 2.270(I) 2030 3,765,000 5.000 2.340(I) 2031 3,950,000 4.000 2.590(1) 2032 4,110,000 4.000 2.690(I) 2033 4,270,000 4.000 2.740(I) 2034 4,450,000 4.000 2.790(1) 2035 4,620,000 4.000 2.840(I) 2036 4,810,000 3.000 3.050 *** *** *** *** 2039 15,460,000 4.000 2.970(I) ("Yield calculated based on the assumption that the Bonds denoted and sold at a premium will be redeemed on July 15,2026,the first optional call date for the Bonds,at a redemption price of par plus accrued interest to the redemption date. (Interest on the Bonds accrues from August 1,2016) Optional Redemption: The Bonds scheduled to mature on July 15,2027,are subject to redemption, in whole or in part,at the option of the Issuer, on July 15, 2026, or any date thereafter, at the par value thereof plus accrued interest to the date fixed for redemption. Mandatory Redemption: The Bonds maturing on July 15,2039 are also subject to mandatory redemption prior to maturity in part by lot,at a price equal to the principal amount thereof plus accrued interest to the date of redemption,on July 15 in the respective years and principal amounts shown below: Redemption Redemption Date Amount July 15,2037 $4,950,000 July 15,2038 5,155,000 July 15,2039(maturity) 5,355,000 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 M`CALL, 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:210 225-2984 FACSIMILE:512 472-0871 August 25, 2016 J.P.MORGAN SECURITIES LLC HUTCHINSON,SHOCKEY,ERLEY& CO. PIPER JAFFRAY&CO. SAMCO CAPITAL MARKETS,INC. C/O J.P.MORGAN SECURITIES LLC 712 Main Street, Fl. 8 N. Houston, TX 77002 RE: $80,415,000 CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS,SERIES 2016 Ladies and Gentlemen: We have acted as counsel for you as the underwriters (the "Underwriters") of the bonds described above (collectively, the "Bonds"), issued under and pursuant to an ordinance (the "Ordinance") approved by the governing body of the CITY OF CORPUS CHRISTI, TEXAS (the "Issuer"),and which Bonds you are purchasing pursuant to the Purchase Contract between the Issuer and you, dated August 4, 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 Bonds. 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 Bonds 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 Bonds 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 August 4, 2016, relating to the issuance of the Bonds (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 Bonds, 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," and the Schedule and 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," and the Schedule and 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 25, 2016 J.P.MORGAN SECURITIES LLC HUTCHINSON,SHOCKEY,ERLEY& CO. PIPER JAFFRAY&CO. SAMCO CAPITAL MARKETS,INC. c/o J.P.MORGAN SECURITIES LLC 712 Main Street, Fl. 8 N. Houston, TX 77002 RE: $80,415,000 CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE 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 an ordinance (the"Ordinance")duly adopted by the City Council of the City on June 21,2016. 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 collection of revenues 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 Approval Certificates 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; (e)or contesting or affecting in any way the ability of the City to establish rates and charges for the use of the City's Combined Utility System;or(f)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, 1