HomeMy WebLinkAboutC2018-298 - 5/15/2018 - Approved •
Mn y lc; ?_OJt
CITY OF CORPUS CHRISTI,TEXAS
(A political subdivision of the State of Texas located in Nueces County)
$16,355,000
GENERAL IMPROVEMENT BONDS,SERIES 2018
$14,315,000
COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION,SERIES 2018A
$7,490,000
COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION,TAXABLE SERIES 2018B
PURCHASE AGREEMENT
May 15,2018
Honorable Mayor and City Council
City Hall, 4th Floor
1201 Leopard Street
Corpus Christi, Texas 78401
Ladies and Gentlemen:
The undersigned, Wells Fargo Bank, National Association (the "Representative"), acting
on its own behalf and on behalf of the other underwriters listed on Schedule I hereto (collectively.
the "Underwriters"), and not acting as a fiduciary or agent for the City of Corpus Christi, Texas
(the "Issuer"), offers to enter into the following agreement (the "Agreement") with 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 May 15, 2018, and, if not so accepted, will be subject to withdrawal
by the Underwriters upon written notice delivered by the Representative to the Issuer at any time
prior to the acceptance hereof by the Issuer. Terms not otherwise defined in this Agreement shall
have the same meanings set forth in the Ordinances(as defined herein)or in the Official Statement
(as defined herein).
1. Purchase and Sale of the Oblixations. 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 the Issuer's $16,355,000 General
Improvement Bonds, Series 2018 (the "Bonds"), $14,315,000 Combination Tax and Limited
Pledge Revenue Certificates of Obligation, Series 2018A (the "2018A Certificates" and together
with the Bonds, the "Tax-Exempt Obligations"), and $7,490,000 Combination Tax and Limited
Pledge Revenue Certificates of Obligation, Taxable Series 20188 (the "2018B Certificates" and
together with the Bonds and the 2018A Certificates, the"Obligations"). The Issuer acknowledg s
2018-298 l96 05f vinoILL.5/15/18 n C-0tlI1cIL5 I C� 1
rt
Ord. 031434 —
Hutchinson Shockey Erley& Co.
INDEXED ccrRFT Pt
and agrees that(i)the purchase and sale of the Obligations pursuant to this Agreement 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,the Underwriters are and have been acting solely as principals and are not acting
as the agents or fiduciaries 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 the Underwriters
have provided other services or are 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 Agreement, (iv) the Issuer has
consulted its own legal, financial, and other advisors to the extent it has deemed appropriate, and
(v) the Underwriters have financial and other interests that differ from those of the Issuer. The
Representative has been duly authorized to execute this Agreement and to act hereunder.
The principal amount of each series of the Obligations to be issued,the dated date therefor,
and the maturities, redemption provisions and interest rates per annum are set forth in Schedule II
hereto. The Obligations shall be as described in, and shall be issued and secured under and
pursuant to the provisions of:
(i) with respect to the Bonds, the ordinance authorizing the issuance of the Bonds adopted
by the City Council of the Issuer(the"City Council") on May 15, 2018 (the "Bond Ordinance");
(ii) with respect to the 2018A Certificates, the ordinance authorizing the issuance of the
2018A Certificates adopted by the City Council on May 15, 2018 (the "2018A Ordinance");and
(iii) with respect to the 2018B Certificates, the ordinance authorizing the issuance of the
2018B Certificates adopted by the City Council of the Issuer(the"City Council)on May 15,2018
(the "20188 Ordinance" and together with the Bond Ordinance and the 2018A Ordinance, the
"Ordinances").
The purchase price for the Bonds shall be $18,472,684.88 (representing the par amount of
the Bonds, plus an original issue reoffering premium of$2,218,809.50, and less an underwriting
discount of$101,124.62), and no accrued interest.
The purchase price for the 20I SA Certificates shall be $15,867,454.92 (representing the
par amount of the 2018A Certificates, plus an original issue reoffering premium of$1,640,896.70,
and less an underwriting discount of$88,441.78), and no accrued interest.
The purchase price for the 20183 Certificates shall be $7,580,132.75 (representing the par
amount of the 2018B Certificates, plus an original issue reoffering premium of$135,324.00, and
less an underwriting discount of$45,191.25), and no accrued interest.
Delivered to the Issuer herewith is the Representative's good faith corporate check payable
to the order of the Issuer in the amount of$381,800 (the "Check"). In the event that the Issuer
accepts this Agreement, the Check shall be held uncashed by the Issuer until the time of Closing
(as hereinafter defined),at which time the Check shall be returned uncashed to the Representative.
In the event that the Issuer does not accept this Agreement, the Check shall be immediately
returned to the Representative. Should the Issuer fail to deliver the Obligations at the Closing, or
2
4132-2720-66757
should the Issuer be unable to satisfy the conditions of the obligations of the Underwriters to
purchase, accept delivery of and pay for the Obligations, as set forth in this Agreement (unless
waived by the Representative), or should such obligations of the Underwriters be terminated for
any reason permitted by this Agreement, the Check shall immediately be returned to the
Representative. In the event that the Underwriters fail (other than for a reason permitted
hereunder) to purchase, accept delivery of and pay for the Obligations at the Closing as herein
provided,the Check shall be cashed and the amount thereof retained by the Issuer as and for fully
liquidated damages for such failure of the Underwriters, and,except as set forth in Sections 8 and
10 hereof, no party shall have any further rights against the other hereunder. 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 on the Check to be stopped unless
the Issuer has breached any of the terms of this Agreement.
Prior to the execution of this Agreement by the Issuer and the Representative, each of the
Underwriters have delivered either: (I)a Certificate of Interested Parties Form 1295, signed by an
authorized agent of the respective Underwriter(each, a"Form 1295"and collectively,the"Forms
1295"), or (2) a written representation by electronic mail or otherwise to the effect that the
respective Underwriter is a publicly traded business entity(as described in Section 2252.908(c)(4),
Texas Government Code)or a wholly owned subsidiary of a publicly traded business entity. The
Underwriters and the Issuer understand that neither the Issuer nor its consultants have the ability
to verify the information included in Forms 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 Forms 1295 other than, with respect to the Issuer, providing the
identification numbers required for the completion of the Forms 1295.
2. Establishment of Issue Price.
(a) In the event any of the initial offering prices to the public (excluding bond
houses and brokers)at which a substantial amount of the Series 2018B Certificates are sold
is a price other than par, on or before the Closing, the Representative shall execute and
deliver to the Issuer and the Underwriters an additional issue price certificate for the Series
2018B Certificates prepared by Bond Counsel, substantially in the form attached hereto
as Exhibit A.
(b) The Representative,on behalf of the Underwriters,agrees to assist the Issuer
in establishing the issue price of the Tax-Exempt Obligations and shall execute and deliver
to the Issuer at Closing an "issue price"or similar certificate,together with the supporting
pricing wires or equivalent communications, substantially in the form attached hereto as
Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable
judgment of the Representative, the Issuer and Bond Counsel, to accurately reflect, as
applicable,the sales price or prices or the initial offering price or prices to the public of the
Tax-Exempt Obligations. All actions to be taken by the Issuer under this section to
establish the issue price of the Tax-Exempt Obligations may be taken on behalf of the
3
6132-2_920.6675.7
Issuer by the Issuer's municipal advisor identified herein and any notice or report to be
provided to the Issuer may be provided to the Issuer's municipal advisor.
(c) Except as otherwise set forth in Schedule II attached hereto, the Issuer will
treat the first price at which 10% of each maturity of the Tax-Exempt Obligations (the
"10% Test") is sold to the public as the issue price of that maturity (if different interest
rates apply within a maturity, each separate CUSIP number within that maturity will be
subject to the 10% Test). At or promptly after the execution of this Agreement, the
Representative shall report to the Issuer the price or prices at which the Underwriters have
sold to the public each maturity of Tax-Exempt Obligations. If at that time the 10%Test
has not been satisfied as to any maturity of the Tax-Exempt Obligations,the Representative
agrees to promptly report to the Issuer the prices at which Tax-Exempt Obligations of that
maturity have been sold by the Underwriters to the public. Except for any maturities to
which the hold-the-offering-price rule(as defined herein)applies, as set forth in Schedule
II, that reporting obligation shall continue, whether or not the Closing has occurred, until
the 10%Test has been satisfied as to the Tax-Exempt Obligations of that maturity or until
all Tax-Exempt Obligations of that maturity have been sold to the public.
(d) The Representative confirms that the Underwriters have offered the Tax-
Exempt Obligations to the public on or before the date of this Agreement at the offering
price or prices (the "Initial Offering Price"), or at the corresponding yield or yields, set
forth in Schedule II attached hereto,except as otherwise set forth therein. Schedule II also
sets forth, as of the date of this Agreement, the maturities, if any, of the Tax-Exempt
Obligations for which the 10%Test has not been satisfied and for which the Issuer and the
Representative, on behalf of the Underwriters, agree that the restrictions set forth in the
next sentence shall apply, which will allow the Issuer to treat the Initial Offering Price to
the public of each such maturity as of the sale date as the issue price of that maturity (the
"Hold-The-Offering-Price Rule"). So long as the Hold-The-Offering-Price Rule remains
applicable to any maturity of the Tax-Exempt Obligations, the Underwriters will neither
offer nor sell unsold Tax-Exempt Obligations of that maturity to any person at a price that
is higher than the Initial Offering Price to the public during the period starting on the sale
date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriters have sold at least 10% of that
maturity of the Tax-Exempt Obligations to the public at a price that is no higher
than the initial offering price to the public.
The Representative shall promptly advise the Issuer when the Underwriters have
sold 10%of that maturity of the Tax-Exempt Obligations to the public at a price that is no
higher than the Initial Offering Price to the public, if that occurs prior to the close of the
fifth (5th)business day after the sale date.
The Issuer acknowledges that, in making the representation set forth in this
subsection,the Representative will rely on(i)the agreement of each Underwriter to comply
with the hold-the-offering-price rule, as set forth in an agreement among underwriters and
4
4132-2720-6675 7
the related pricing wires, (ii) in the event a selling group has been created in connection
with the initial sale of the Tax-Exempt Obligations to the public, the agreement of each
dealer who is a member of the selling group to comply with the Hold-the-Offering-Price
Rule, as set forth in a selling group agreement and the related pricing wires,and(iii) in the
event that an Underwriter is a party to a retail distribution agreement that was employed in
connection with the initial sale of the Tax-Exempt Obligations to the public,the agreement
of each broker-dealer that is a party to such agreement to comply with the Hold-the-
Offering-Price Rule,as set forth in the retail distribution agreement and the related pricing
wires. The Issuer further acknowledges that each Underwriter shall be solely liable for its
failure to comply with its agreement regarding the Hold-the-Offering-Price Rule and that
no Underwriter shall be liable for the failure of any other Underwriter,or of any dealer who
is a member of a selling group, or of any broker-dealer that is a party to a retail distribution
agreement, to comply with its corresponding agreement regarding the Hold-the-Offering-
Price Rule as applicable to the Tax-Exempt Obligations.
(e) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement
and each retail distribution agreement (to which the Representative is a party)
relating to the initial sale of the Tax-Exempt Obligations to the public, together
with the related pricing wires, contains or will contain language obligating each
Underwriter, each dealer who is a member of the selling group, and each broker-
dealer that is a party to such retail distribution agreement, as applicable, to (A)
report the prices at which it sells to the public the unsold Tax-Exempt Obligations
of each maturity allotted to it until it is notified by the Representative that either the
10% Test has been satisfied as to the Tax-Exempt Obligations of that maturity or
all Tax-Exempt Obligations of that maturity have been sold to the public and (B)
comply with the Hold-The-Offering-Price Rule, if applicable, in each case if and
for so long as directed by the Representative and as set forth in the related pricing
wires, and
(ii) any agreement among underwriters relating to the initial sale of the
Tax-Exempt Obligations to the public, together with the related pricing wires,
contains or will contain language obligating each Underwriter that is a party to a
retail distribution agreement to be employed in connection with the initial sale of
the Tax-Exempt Obligations to the public to require each broker-dealer that is a
party to such retail distribution agreement to (A) report the prices at which it sells
to the public the unsold Tax-Exempt Obligations of each maturity allotted to it until
it is notified by the Representative or the Underwriter that either the 10% 'rest has
been satisfied as to the Tax-Exempt Obligations of that maturity or all Tax-Exempt
Obligations of that maturity have been sold to the public and (B) comply with the
Hold-The-Offering-Price Rule, if applicable, in each case if and for so long as
directed by the Representative or the Underwriter and as set forth in the related
pricing wires..
5
41323120-66757
(0 The Underwriters acknowledge that sales of any Tax-Exempt Obligations
to any person that is a related party to an Underwriter shall not constitute sales to the public
for purposes of this section. Further, for purposes of this section:
(i) "public" means any person other than an underwriter or a related
party,
(ii) "underwriter" means (A) any person that agrees pursuant to a
written contract with the Issuer (or with the lead underwriter to form an
underwriting syndicate) to participate in the initial sale of the Tax-Exempt
Obligations to the public and (B) any person that agrees pursuant to a written
contract directly or indirectly with a person described in clause(A)to participate in
the initial sale of the Tax-Exempt Obligations to the public (including a member of
a selling group or a party to a retail distribution agreement participating in the initial
sale of the Tax-Exempt Obligations to the public),
(iii) a purchaser of any of the Tax-Exempt Obligations is a "related
party"to an underwriter if the underwriter and the purchaser are subject,directly or
indirectly, to (i) at least 50% common ownership of the voting power or the total
value of their stock, if both entities are corporations(including direct ownership by
one corporation of another), (ii)more than 50%common ownership of their capital
interests or profits interests, if both entities are partnerships (including direct
ownership by one partnership of another), or (iii) more than 50% common
ownership of the value of the outstanding stock of the corporation or the capital
interests or profit interests of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership(including direct ownership of the
applicable stock or interests by one entity of the other), and
(iv) "sale date" means the date of execution of this Agreement by all
parties.
3. The Official Statement.
(a) The Issuer previously has delivered, or caused to be delivered, to the
Underwriters the Preliminary Official Statement dated May 8, 2018 (the "Preliminary
Official Statement") in a "designated electronic format," as defined in Rule G-32 ("Rule
G-32") of the Municipal Securities Rulemaking Board (the "MSRB"). The Issuer will
prepare, or cause to be prepared, a final Official Statement relating to the Obligations.
which will be (i)dated the date of this Agreement, (ii)complete within the meaning of the
United States Securities and Exchange Commission's Rule 15c2-12, as amended (the
"Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the
most recent version of the Preliminary Official Statement provided to the Underwriters
before the execution hereof. Such final Official Statement, including the cover page
thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and
statements included or incorporated therein or attached thereto, and all amendments and
supplements thereto that may be authorized for use with respect to the Obligations,is herein
referred to as the"Official Statement." Until the Official Statement has been prepared and
6
4132-2720-6675 7
is available for distribution, the Issuer shall provide to the Underwriters sufficient
quantities(which may be in electronic format)of the Preliminary Official Statement as the
Representative deems reasonably necessary to satisfy the obligation of the Underwriters
under the Rule with respect to distribution to each potential customer, upon request, of a
copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the
Underwriters in connection with the public offering, sale and distribution of the
Obligations. The Issuer hereby represents and warrants that the Preliminary Official
Statement has been 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 Section (b)(1) of the Rule.
(c) The Issuer hereby authorizes the Official Statement and the information
therein contained to be used by the Underwriters in connection with the public offering and
the sale of the Obligations. The Issuer consents to the use by the Underwriters prior to the
date hereof of the Preliminary Official Statement in connection with the public offering of
the Obligations. The Issuer shall provide, or cause to be provided, to the Underwriters as
soon as practicable after the date of the Issuer's acceptance of this Agreement (but, in any
event, not later than within seven (7) business days after the Issuer's acceptance of this
Agreement and in sufficient time to accompany any confirmation that requests payment
from any customer) the Official Statement which is complete as of the date of its delivery
to the Underwriters. The Issuer shall provide the Official Statement, or cause the Official
Statement to be provided, (i) in a "designated electronic format" consistent with the
requirements of Rule G-32 and (ii) in a printed format in such quantity as the
Representative shall request in order for the Underwriters to comply with Section (b)(4) of
the Rule and the rules of the MSRB.
(d) If, after the date of this Agreement 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 the Rule(the earlier of(i)ninety(90)days from the"end
of the underwriting period" (as defined in the Rule) and (ii) the time when the Official
Statement is available to any person from the MSRB, but in no case less than twenty-five
(25) days after the "end of the underwriting period" for the Obligations), 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, in light of the circumstances under
which they were made, or necessary to make the statements therein 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 Underwriters
with such information as the Representative may from time to time reasonably 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 form and manner
approved by the Representative), either an amendment or a supplement to the Official
Statement so that the statements in the Official Statement as so amended and supplemented
will not contain any untrue statement of a material fact or omit to state a material fact
7
4132-2720-6675 7
required to be stated therein, in light of the circumstances under which they were made, or
necessary to make the statements therein not misleading or so that the Official Statement
will comply with law; provided, however, that for all purposes of this Agreement and any
certificate delivered by the Issuer in accordance herewith, the Issuer makes no
representations with respect to the descriptions in the Preliminary Official Statement or the
Official Statement of The Depository Trust Company, New York, New York ("DTC ). 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
reasonably deem necessary to evidence the truth and accuracy of such supplement or
amendment to the Official Statement. The Issuer shall provide any such amendment or
supplement, or cause any such amendment or supplement to be provided, in a"designated
electronic format"consistent with the requirements of Rule G-32.
(e) The Representative hereby agrees to file the Official Statement with the
MSRB through its Electronic Municipal Market Access ("EMMA") system on or before
the date of the Closing. Unless otherwise notified in writing by the Representative, the
Issuer can assume that the"end of the underwriting period" for purposes of the Rule is the
date of the Closing.
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, a political subdivision of the State
of Texas (the"State"), and a governmental agency and a body politic and corporate, duly
created, organized and existing under the laws of the Stale and the Issuer's Home Rule
Charter(the"Charter"), 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,including
particularly the Act (defined below); the Charter; with respect to the Bonds, an election
held on November 8, 2016; and the Ordinances: (i)to enter into, execute and deliver this
Agreement and the Continuing Disclosure Undertaking (as defined in Section 6(i)(3)
hereof),and all documents required hereunder and thereunder to be executed and delivered
by the Issuer(this Agreement, the Ordinances and the Continuing Disclosure Undertaking
are hereinafter referred to as the `Issuer Documents"), (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 the Issuer Documents 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 Act and the Issuer Documents as they pertain to such transactions;
(I) As used herein,the "Act" shall mean:
(i) with respect to the Bonds, Chapters 1251 and 1331, as
amended,Texas Government Code; and
(ii) with respect to the 2018A Certificates and 2018B
Certificates, Chapter 271, Subchapter C, as amended, Texas Local
8
4132-27206675
Government Code and Chapter 363, as amended, Texas Health and Safety
Code.
(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 of the Ordinances 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 and the Issuer Documents, and (iii) the
consummation by it of all other transactions described in the Official Statement and the
Issuer Documents 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 Issuer Documents constitute legal, valid and binding obligations of the
Issuer enforceable in accordance with their respective terms, subject to principles of
sovereign immunity and subject to bankruptcy,insolvency,reorganization,moratorium and
other similar laws and principles of equity relating to or affecting the enforcement of
creditors' rights; the Obligations when issued, delivered and paid for, in accordance with
the Ordinances and this Agreement, will constitute legal, valid and binding obligations of
the Issuer entitled to the benefits of the Ordinances and enforceable in accordance with
their terms, subject to the principles of sovereign immunity and subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws and principles of equity
relating to or affecting the enforcement of creditors' rights; upon the issuance,
authentication and delivery of the Obligations as aforesaid,the Ordinances will provide for
the payment of the Obligations by the levy,assessment and collection of an ad valorem tax,
within the legal limitations imposed by law;
(d) To the best of its knowledge,the Issuer is not in material breach of or default
in any material respect under any applicable constitutional provision, law or administrative
regulation of the State 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 of the foregoing;
and the execution and delivery of the Obligations and/or the Issuer Documents and the
adoption of the Ordinances 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, law, 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 or to which any of its property or assets are
otherwise subject nor will any such execution, delivery, adoption or compliance result in
the creation or imposition of any lien, charge or other security interest or encumbrance of
any nature whatsoever upon any of the Issuer's ad valorem tax revenues to be pledged to
secure the Obligations,or under the terms of any such law, regulation or instrument,except
as provided by the Obligations and the Ordinances;
9
4132-2720-66757
(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 the Issuer Documents and the
Obligations have been duly obtained or will be obtained prior to Closing except for such
approvals, consents and orders as may be required under the Blue Sky or securities laws of
any jurisdiction in connection with the offering and sale of the Obligations;
(0 The Obligations and the Ordinances conform to the descriptions thereof
contained in the Official Statement under the caption"THE OBLIGATIONS;"the proceeds
of the sale of the Obligations will be applied generally as described in the Official
Statement under the subcaption "THE OBLIGATIONS —SOURCES AND USES OF FUNDS;"
and the Continuing Disclosure Undertaking conforms to the description thereof contained
in the Official Statement under the caption "OTHER INFORMATION — CONTINUING
DISCLOSURE OF INFORMATION";
(g) Except as may otherwise be described in the Official Statement, during the
last five (5) years the Issuer has complied in all material respects with its previous
Continuing Disclosure Undertakings made by it in accordance with the Rule;
(h) Except as may otherwise be described 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,threatened against the Issuer, affecting the 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 levy and collection of ad valorem
taxes pledged to the payment of principal of and interest on the Obligations or in any way
contesting or affecting the validity or enforceability of the Obligations or the Issuer
Documents, 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 Ordinances or the execution and delivery of the
Issuer Documents, 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 or the Issuer Documents;
(i) 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;
(j) At the time of the Issuer's acceptance hereof and (unless the Official
Statement is amended or supplemented pursuant to paragraph (d) of Section 3 of this
Agreement) at all times subsequent thereto during the period up to and including the
twenty-fifth (25th) day subsequent to the "end of the underwriting period," the Official
10
4132-2720-6675 7
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:
provided, however, that if the Issuer notifies the Representative of any fact or event as
required by Section 3(d) hereof, and the Representative determines that such fact or event
does not require preparation and publication of a supplement or amendment to the Official
Statement, then the Official Statement in its then-current form shall be conclusively
deemed to be complete and correct in all material respects and the Issuer shall have no
further obligation under this section or Section 3(d)with respect to such event;
(k) If the Official Statement is supplemented or amended pursuant to paragraph
(d) of Section 3 of this Agreement, 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 the twenty-fifth (25th)
day 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 they were made, not misleading;
provided, however, that if the Issuer notifies the Representative of any fact or event as
required by Section 3(d) hereof, and the Representative determines that such fact or event
does not require preparation and publication of a supplement or amendment to the Official
Statement, then the Official Statement in its then-current form shall be conclusively
deemed to be complete and correct in all material respects and the Issuer shall have no
further obligation under this section or Section 3(d)with respect to such event;
(I) 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
Ordinances 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 Tax-Exempt Obligations;
(m) The Issuer will furnish such information and execute such instruments and
take such action in cooperation with the Underwriters, at the sole expense of the
Underwriters, as the Representative may reasonably request (I) to (i) 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 Underwriters may designate
and (ii) determine the eligibility of the Obligations for investment under the laws of such
states and other jurisdictions and (2) 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 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;
(n) The financial statements of, and other financial information regarding, the
Issuer in the Official Statement fairly present the financial position, results of operations
I I
4132-2720-6627
5
and condition of the Issuer as of the dates and for the periods therein set forth; and there
has been no adverse change of a material nature in such financial position, results of
operations or condition, financial or otherwise, since the dates of such statements and
information;
(o) 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 or operations of the Issuer;
(p) 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 ad valorem tax revenues which will secure the
Obligations,except as may be incurred in the ordinary course of business,without the prior
approval of the Representative;
(q) The Issuer, to the extent heretofore requested by the Representative in
writing, has delivered to the Representative true, correct, complete, and legible copies of
all information, applications, reports, or other documents of any nature whatsoever
submitted to any rating agency for the purpose of obtaining a rating for the Obligations
and, in each instance, true, correct, complete, and legible copies of all correspondence or
other communications relating thereto;
(r) Any certificate, signed by any official of the Issuer authorized to do so in
connection with the transactions described in this Agreement, shall be deemed a
representation and warranty by the Issuer to the Underwriters as to the statements made
therein;
(s) The Issuer covenants that between the date hereof and the date of the
Closing it will take no action which will cause the representations and warranties made in
this Section to be untrue as of the date of the Closing: and
(t) The Issuer shall timely have acknowledged receipt of each Form 1295 from
the Underwriters, as applicable, in accordance with Chapter 2252,Texas Government Code
and the related rules of the Texas Ethics Commission.
By delivering the Official Statement to the Underwriters, the Issuer shall be deemed to
have reaffirmed, with respect to such 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 June 14, 2018, 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, subject to the terms and conditions hereof, deliver the
Obligations to The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the
"Paying Agent/Registrar"), as the entity appointed by the Issuer to take delivery of the
Obligations, duly executed and authenticated, together with the other documents
hereinafter mentioned,and the Paying Agent/Registrar,as the entity appointed by the Issuer
12
4132-2720-66959
to take delivery of the Obligations, will, subject to the terms and conditions hereof, accept
such delivery and the Underwriters will pay the purchase price of the Obligations as set
forth in Section 1 of this Agreement by wire transfer payable in immediately available
funds to the order of the Issuer. Payment for the Obligations as aforesaid shall be made at
the offices of the Paying Agent/Registrar, or such other place as shall have been mutually
agreed upon by the Issuer and the Representative. The Initial Obligations shall be
registered in the name of the Representative.
(b) Delivery of the Obligations in definitive form shall be made through DTC,
utilizing the book-entry only form of issuance, and the Issuer, if it has not done so
previously, agrees to enter into such agreements, including a"Letter of Representations,"
as may be required to allow for the use of such book-entry only system. The definitive
Obligations shall be delivered in fully registered form bearing CUSIP numbers without
coupons with one certificate for each maturity of each series of the Obligations, registered
in the name of Cede & Co. and shall be made available at the offices of DTC (or, if the
Obligations are to be held in safekeeping for DTC by the Paying Agent/Registrar pursuant
to DTC's FAST system, at the office of the Paying Agent/Registrar)to the Representative
at least one(I) business day before the Closing for purposes of inspection.
6. Ciosine Conditions. The Underwriters have entered into this Agreement 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 Agreement 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:
(a) The representations and warranties of the Issuer contained herein shall be
true, complete and correct in all material respects 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 Agreement to be performed or complied with by it prior to or
at the Closing;
(c) At the time of the Closing, (i) the Issuer Documents and the Obligations
shall be in full force and effect and shall not have been amended, modified or
supplemented,except as may be required by the Attorney General of Texas,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 Ordinances; and(iii)all actions of the Issuer
13
4132-2720-6675 7
required to be taken by the Issuer shall be performed in order for Bond Counsel and counsel
to the Underwriters to deliver their respective opinions referred to hereafter;
(d) At the time of the Closing, all official action of the Issuer relating to the
Obligations and the Issuer Documents shall be in full force and effect and shall not have
been amended, modified or supplemented;
(e) At or prior to the Closing, the Ordinances shall have been duly adopted by
the governing body of the Issuer;and the Issuer shall have duly executed and delivered and
the Paying Agent/Registrar shall have duly authenticated the definitive Obligations;
(f) 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;
(g) The Issuer shall not currently be in default with respect to the payment of
principal or interest when due on any of its outstanding obligations for borrowed money;
(h) All steps to be taken and all instruments and other documents to be
executed, and all other legal matters in connection with the transactions described in this
Agreement shall be reasonably satisfactory in legal form and effect to the Representative;
(i) At or prior to the Closing,the Representative shall have received a copy of
each of the following documents:
(I) the Official Statement, and each supplement or amendment thereto,
if any, as may have been agreed to by the Representative;
(2) a copy of the Ordinances, certified by the City Secretary of the City
as having been duly adopted and in full force and effect. each with such
supplements or amendments as niay have been agreed to by the Representative or
counsel to the Underwriters;
(3) the undertaking of the Issuer in the Ordinances which satisfies the
requirements of section (b)(5)(i) of the Rule (the "Continuing Disclosure
Undertaking");
(4) the approving opinions of Bond Counsel with respect to the
Obligations, in substantially the forms attached to the Official Statement;
(5) a supplemental opinion of Bond Counsel addressed to the Issuer and
the Underwriters, substantially to the effect that
(i) the Ordinances have been duly adopted by the Issuer and are
in full force and effect;
14
4132-2720-66757
(ii) the Obligations are exempted securities within the meaning
of Section 3(a)(2) of the Securities Act of 1933, as amended (the "1933
Act"), and the Trust Indenture Act of 1939, as amended (the `Trust
Indenture Act"), and it is not necessary, in connection with the offering and
sale of the Obligations,to register the Obligations under the 1933 Act or to
qualify the Ordinances under the Trust Indenture Act; and
(iii) such firm was not requested to participate, and did not take
part, in the preparation of the Official Statement, and such firm has not
assumed any responsibility with respect thereto or undertaken
independently to verify any of the information contained therein, except
that, in its capacity as Bond Counsel, such firm has reviewed the
information under the captions or subcaptions "THE OBLIGATIONS"
(other than the information in the second paragraph of the subcaption
"NOTICE OF REDEMPTION" and under the subcaption "Book-Entry-Only
System" as to which no opinion is expressed), `EFFECT OF THE TAX
RATE LIMITATION"(the last three sentences of the first paragraph),"TAX
MATTERS", "OTHER INFORMATION - LEGAL INVESTMENTS AND
ELIGIRILI'I'Y 10 SECURE PUBLIC FUNDS IN TEXAS", "OTHER
INFORMATION-REGISIRAFION AND QUALIFICATION OF OBLIGATIONS FOR
SALE", "OTHER INFORMATION - CONTINUING DISCLOSURE OF
INFORMATION" (other than the subcaption "COMPLIANCE WITH PRIOR
UNDERTAKINGS"), and "OTHER INFORMATION - LEGAL OPINIONS AND
NO-LITIGATION CERTIFICATE" (except for the last sentence in the second
paragraph thereof, as to which no opinion is expressed) and such firm is of
the opinion that the information relating to the Obligations and legal matters
contained under such captions and subcaptions is an accurate and fair
description of the laws and legal issues addressed therein and, with respect
to the Obligations, such information conforms to the Ordinances;
(6) an opinion, dated the date of the Closing and addressed to the
Underwriters, of counsel to the Underwriters, to the effect that:
(i) the Obligations are exempted securities under the 1933 Act
and the Trust Indenture Act and it is not necessary, in connection with the
offering and sale of the Obligations, to register the Obligations under the
1933 Act and the Ordinances need not be qualified under the Trust Indenture
Act; and
(ii) based upon their participation in the preparation of the
Official Statement as counsel for the Underwriters and their participation at
conferences at which the Official Statement was discussed, but without
having undertaken to determine independently the accuracy, completeness
or fairness of the statements contained in the Official Statement, such
counsel has no reason to believe that the Official Statement contains any
untrue statement of a material factor omits to state a material fact necessary
to make the statements therein, in light of the circumstances under which
15
0132-2720-6675
•
they were made,not misleading(except for any financial,forecast,technical
and statistical statements and data included in the Official Statement and the
information regarding DTC and its book-entry system, as to which no view
is expressed);
(7) a certificate, dated the date of Closing, of an appropriate official 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 as may otherwise be
disclosed in the Official Statement, no litigation or proceeding against the Issuer is
pending or, to the best of his or her knowledge, threatened in any court or
administrative body nor is there a basis for litigation which would (a) contest the
right of the councilmembers, officers or officials of the Issuer to hold and exercise
their respective positions, (b) contest the due organization and valid existence of
the Issuer, (c) contest the validity, due authorization and execution of the
Obligations or the Issuer Documents or (d) attempt to limit, enjoin or otherwise
restrict or prevent the Issuer from functioning and collecting ad valorem taxes,
including for payments on the Obligations, pursuant to the Ordinances, or the levy
or collection of the ad valorem taxes pledged to pay the principal of and interest on
the Obligations, or the pledge thereof; (iii) all official action of the Issuer relating
to the Official Statement,the Obligations and the Issuer Documents have been duly
taken by the Issuer, are in full force and effect and have not been modified,
amended, supplemented or repealed; (iv) to the best of his or her 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, in light of the circumstances under which they were made,
not misleading in any material respect as of the time of Closing,and the information
contained in the Official Statement is correct in all material respects and, as of the
date of the Official Statement did not, and as of the date of Closing, does 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 made therein, in
the light of the circumstances under which they were made, not misleading;and(v)
there has not been any material adverse change in the financial condition of the
Issuer since September 30, 2017, the latest date as of which audited financial
information is available;
(8) a certificate of the Issuer, dated the date of the Closing, of an
appropriate official of the Issuer in form and substance satisfactory to Bond
Counsel and counsel to the Underwriters 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 Tax-Exempt Obligations will be used in a manner
that would cause the Tax-Exempt 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;
16
4132-2720-66757
(9) the approving opinions of the Attorney General of the State of Texas
and the registration certificates of the Comptroller of Public Accounts of the State
of Texas in respect of the Obligations;
(10) any other certificates and opinions required by the Ordinances for
the issuance thereunder of the Obligations;
(II) evidence satisfactory to the Representative that the Obligations have
been assigned ratings of"AA"and"AA"by S&P Global Ratings and Fitch Ratings,
Inc., respectively, and that such ratings are in effect as of the date of Closing; and
(12) such additional legal opinions, certificates, instruments and other
documents as the Representative,the 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 wananties
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 Agreement 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 Obligations contained in this Agreement,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 Agreement, this Agreement 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 I (with
respect to the Check), 4 and 8 hereof shall continue in full force and effect.
7. Termination. The Representative shall have the right to cancel the Underwriters'
obligation to purchase the Obligations if(as evidenced by a written notice to the Issuer terminating
the obligation of the Underwriters to accept delivery of and pay for the Obligations), between the
date of this Agreement and the Closing, in the reasonable judgment of the Representative, any of
the following events shall occur:
(a) legislation shall be enacted by or introduced in the Congress of the United
States 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
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 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
17
4132-2720.6675 7
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 Tax-Exempt Obligations, or
the interest on the Tax-Exempt Obligations as described in the Official Statement, or other
action or events shall have transpired which may have the purpose or effect, directly or
indirectly, of changing the federal income tax consequences of any of the transactions
described herein, which materially adversely affects the market price for the Tax-Exempt
Obligations, or the market price generally of obligations of the general character of the
Tax-Exempt Obligations, or the ability of the Underwriters to enforce contracts for sale of
the Tax-Exempt Obligations;
(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 to the effect
that (i) obligations of the general character of the Obligations, including any or all
underlying arrangements, or the Ordinances, as the case may be, are not exempt from
registration under or other requirements of the Securities Act of 1933, as amended and as
then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or
the Trust Indenture Act of 1939,as amended and as then in effect, and (ii)the market price
for the Obligations, or the market price generally of obligations of the general character of
the Obligations, or the ability of the Underwriters to enforce contracts for sale of the
Obligations is materially adversely affected;
(c) a stop order, ruling, regulation or official statement by the Securities and
Exchange Commission, or any other governmental agency having jurisdiction of the
subject matter shall have been issued or made or any other event occurs,the effect of which
is that the issuance, offering or sale of the Obligations, including any or all underlying
arrangements, as described herein or by the Official Statement or otherwise, is or would be
in violation of any provisions of the federal securities laws, including the Securities
Exchange Act of 1934,as amended and as then in effect or the Trust Indenture Act of 1939,
as amended and as then in effect;
(d) any state blue sky or securities commission or other governmental agency
or body in which more than fifteen percent(15%)of the Obligations 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;
(e) payment for and delivery of any of the Obligations is rendered impracticable
or inadvisable because(i)there shall be in force a general suspension of trading in securities
on the New York Stock Exchange,the effect of which on the financial markets of the United
States is such as would materially adversely affect the market for or market price of any of
the Obligations; (ii) a general banking moratorium shall have been declared by federal,
State of New York, or State officials authorized to do so, or a material disruption in
commercial banking or securities settlement or clearance services shall have occurred; or
(iii)there shall have occurred,since the date hereof,any outbreak or escalation of hostilities
involving the United States(including, without limitation, an act of terrorism), declaration
by the United States, of a national emergency or war or other national or international
calamity or crisis or any change in the financial or economic conditions in the United
States or elsewhere the effect of which is to cause a material disruption in commercial
18
4132-2720-6675 7
banking or securities settlement or clearance services or to materially adversely affect the
market for or market price of any of the Obligations;
(t) the New York Stock Exchange or other 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;
(g) any amendment to the federal or state Constitution or action by any federal
or state 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 assessments or the levies of taxes to pay principal of
and interest on the Obligations;
(h) 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 factor 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 and, in either such event,
the Issuer refuses to permit the Official Statement to be supplemented to supply such
statement or information, or the effect of the Official Statement as so supplemented is to
materially adversely affect the market price or marketability of the Obligations or the
ability of the Underwriters to enforce contracts for sale of the Obligations:
(i) there shall have occurred since the date of this Agreement any materially
adverse change in the affairs or financial condition of the Issuer that will materially
adversely affect the market for the Obligations or the ability of the Underwriters to enforce
contracts for the sale of the Obligations, except for changes which the Official Statement
discloses are expected to occur;
(.1) any fact or event shall exist or have existed that, in the Representative's
reasonable judgment, requires or has required an amendment of or supplement to the
Official Statement;
(k) there shall have occurred any downgrading or published negative credit
watch or similar published information from a rating agency that at the date of this
Agreement has published a rating(or has been asked to furnish a rating on the Obligations)
on any of the Issuer's debt obligations that are secured in a like manner as the Obligations,
which action reflects a change or possible negative change, in the ratings accorded any
such obligations of the Issuer(including the ratings to be accorded the Obligations): and
(I) 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
19
4132-2720-6675 7
commission; provided, however, that such prohibition occurs after the date of this
Agreement and is not caused by the action, or failure to act,of the Underwriters.
With respect to the conditions described in subparagraphs (0 and (I) above, the
Underwriters are not aware of any current law, pending or proposed law or government inquiry or
investigation as of the date of execution of this Agreement which would permit the Representative
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 and printing of the Obligations, (ii)
the fees and disbursements of Bond Counsel; (iii) the fees and disbursements of the
Financial Advisor to the Issuer; (iv) the fees and disbursements of any other engineers,
accountants, and other experts, consultants or advisers retained by the Issuer; (v) the fees
for bond ratings; (vi)the costs of preparing, printing and mailing the Preliminary Official
Statement and the Official Statement; (vii) the fees and expenses of the Paying
Agent/Registrar: (viii) advertising expenses (except any advertising expenses of the
Underwriters as set forth below); (ix) the out-of-pocket, miscellaneous and closing
expenses, including the cost of travel of the officers and councilmembers of the Issuer; and
(xi) any other expenses mutually agreed to by the Issuer and the Representative to be
reasonably considered expenses of the Issuer which are incident to the transactions
described herein.
(b) The Underwriters shall pay (i) the cost of preparation and printing of this
Agreement, the Blue Sky Survey and Legal Investment Memorandum, if any; (ii) all
advertising expenses in connection with the public offering of the Obligations;(iii)all other
expenses incurred by them in connection with the public offering of the Obligations,
including the fees and disbursements of counsel retained by the Underwriters; and (iv)
other expenses incurred at the Underwriters'discretion(including,but not limited to,travel,
lodging, meals, entertainment, deal mementos and similar expenses).
(c) The Issuer has agreed to pay the Underwriters'discount set forth in Section
1 of this Agreement,and inclusive in the expense component of the Underwriters'discount
are actual expenses incurred or paid for by the Underwriters on behalf of the Issuer in
connection with the marketing, issuance, and delivery of the Obligations, which such
expenses are described in Section 8(a)above.
9. Notices. Any notice or other communication to be given to the Issuer under this
Agreement may be given by delivering the same in writing to City of Corpus Christi,Texas, City
Hall, 4th Floor, 1201 Leopard Street, Corpus Christi, Texas 78401, Attention: Interim City
Manager; and, any notice or other communication to be given to the Underwriters under this
Agreement may be given by delivering the same in writing to Wells Fargo Bank, National
Association, 1000 Louisiana, Suite 600, Houston,Texas 77002, Attention: Desrye Morgan.
20
4132-2720-6675 8
10. Parties in Interest. This Agreement as heretofore specified shall constitute the
entire agreement between the Issuer and the Underwriters, 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 Agreement may not be
assigned by the Issuer. All of the Issuer's representations, warranties and agreements contained in
this Agreement shall remain operative and in full force and effect, regardless of (i) any
investigations made by or on behalf of any of the Underwriters; (ii) delivery of and payment for
the Obligations pursuant to this Agreement; and (iii) any termination of this Agreement.
11. Effectiveness. This Agreement 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 Agreement shall be governed by and construed in accordance
with the laws of the State of Texas.
13. Severability. If any provision of this Agreement 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 provision or
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 Agreement invalid, inoperative or unenforceable to any extent whatever.
14. Business Day. For purposes of this Agreement, "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 Agreement as a
matter of convenience of reference only, and it is agreed that such section headings are not a part
of this Agreement and will not be used in the interpretation of any provisions of this Agreement.
16. Counterparts. This Agreement 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 City Council, 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 Agreement, or because of
execution or attempted execution,or because of any breach or attempted or alleged breach,of this
Agreement.
IS. Entire Agreement. This Agreement represents the entire agreement between the
Issuer and the Underwriters with respect to the preparation of the Preliminary Official Statement
and the Official Statement, the conduct of the offering, and the purchase and sale of the
Obligations.
19. No Boycott of Israel. Each Underwriter hereby verifies that it and its affiliates do
not boycott Israel and, to the extent this Agreement is a contract for goods or services, will not
boycott Israel during the term of this Agreement. The foregoing verification is made solely to
21
4132-2720-6675 7
comply with Section 2270.002, Texas Government Code, and to the extent such Section does not
contravene applicable Federal law. As used in the foregoing verification, `boycott Israel' means
refusing to deal with, terminating business activities with, or otherwise taking any action that is
intended to penalize, inflict economic harm on, or limit commercial relations specifically with
Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but
does not include an action made for ordinary business purposes, and `affiliate' of an Underwriter
means any for-profit sole proprietorship, organization, association, partnership, joint venture,
limited partnership, limited liability partnership, or limited liability company that owns all or a
majority in interest of the Underwriter as well as any wholly-or majority-owned subsidiary of or
other entity that controls, is controlled by, or is under common control with the Underwriter and
exists to make a profit.
20. Iran, Sudan and Foreign Terrorist Organizations. Each of the Underwriters
represents that neither it nor any of its affiliates is a company identified on a list prepared and
maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section
2270.0201, Texas Government Code, and posted on any of the following pages of such officer's
internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf,
https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or
https://comptrollerdexas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made
solely to comply with Section 2252.152,Texas Government Code, and to the extent such Section
does not contravene applicable Federal law and excludes each Underwriter and each of its
affiliates, if any,that the United States government has affirmatively declared to be excluded from
its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a
foreign terrorist organization. For these purposes, `affiliate' of an Underwriter means any sole
proprietorship, organization, association, partnership, joint venture, limited partnership, limited
liability partnership, or limited liability company (or other entity or business association whose
securities are publicly traded)that owns all or a majority in interest of the Underwriter, as well as
any wholly- or majority-owned subsidiary of or other entity that controls, is controlled by, or is
under common control with the Underwriter, that exists to make a profit.
[Signature Page Follows.]
22
4132-272066757
If you agree with the foregoing,please sign the enclosed counterpart of this Agreement and
return it to the Representative. This Agreement shall become a binding agreement between the
Issuer and the Underwriters when at least the counterpart of this Agreement shall have been signed
by br on behalf of each of the parties hereto.
Respectfully submitted,
WELLS FARGO BANK,NATIONAL
ASSOCIATION�� )4
8
Name: ro--M tA.5w�1\
k
Title: �onq ilire.cinpr-
ACCEPTED at [a.m./p.m.]central time this day of ,2018.
CITY OF CORPUS CHRISTI,TEXAS
By:
Name:
Title:
Schedule I—List of Underwriters
Schedule H—Schedule of Terms
Exhibit A—Forms of Issue Price Certificates
Sig anae Page to Purchase Agreement
City of Corpus Christi,Texas
Grnesal Improvement Bands,Sales 2018
Combination Tax and Limited Pledge Revenue Catificates of Obligation,Series 20ISA
Combination Tax and limited Pledge Revenue Catifsrara oflblgadon.Taxable Series 20188
4132-272146753
If you agree with the foregoing,please sign the enclosed counterpart of this Agreement and
return it to the Representative. This Agreement shall become a binding agreement between the
Issuer and the Underwriters when at least the counterpart of this Agreement shall have been signed
by or on behalf of each of the parties hereto.
Respectfully submitted,
WELLS FARGO BANK,NATIONAL
ASSOCIATION
By:
Name:
Title:
ACCEPTED at e,2.'tS f- -- yl central time this 15 4l day of 1154q,N, ,2018.
CITY OF CORPUS CHRISTI,TEXAS Q
By: .y-1 VAliCim—r —
Nam gis. me&Mb
Title ,fyV
Schedule I—List of Underwriters
Schedule H—Schedule of Terms
Exhibit A—Forms of Issue Price Certificates
Signature Page to Purchase Agreement
City of Corpus Christi,Texas
General Improvement Bonds,Series 2018
Combination Tax and Limited Pledge Revenue Certificates of Obligation,Series 2018A
Combination Tax and Limited Pledge Revenue Cenificates of Obligation,Taxable Series 2018B
4132-27206675.3
SCHEDULE I
LIST OF UNDERWRITERS
Wells Fargo Bank,National Association
Frost Bank
Hutchinson, Shockey,Erley&Co.
Siebert Cisneros Shank&Co.,L.L.C.
4132-2720-6675.7
•
SCHEDULE ILA
$16,355,000
City of Corpus Christi,Texas
General Improvement Bonds,Series 2018
Dated Date: June 1,2018
Interest Accrues From: Date of Delivery
1. INITIAL OFFERING PRICES
Maturity Principal Interest Maturity Principal Interest
(Mar. I) Amount Rate Yield') (Mar. 1) Amount Rate Yields"'
2022 $ 620,000 5.000% 2.190% 2031(b) $980,000 5.000% 2.910%
2023 660,000 5.000 2.270 2032161 1,030,000 5.000 2.970
2024 690,000 5.000 2.440 2033161 1,085,000 5.000 3.020
2025 730,000 5.000 2.560 2034!01 1,140,000 5.000 3.070
2026 765,000 5.000 2.650 2035161 1,200,000 5.000 3.120
2027161 805,000 5.000 2.720 2036161 1,260,000 5.000 3.150
2028161 845,000 5.000 2.790 20371b' 1,325,000 5.000 3.180
2029161 890,000 5.000 2.840 20381b1 1,395,000 5.000 3.200
2030'61 935,000 5.000 2.900
II. MATURITIES FOR WHICH THE 10%TESL WAS SATISFIED ON TIIE SALE DATE
2022-2028 (each inclusive)and 2030-2038(each inclusive).
III. MATURITIES SUBJECT TO THE HOLD-THE-OFFERING-PRICE RULE
2029.
� The initial reoffering yields of the Bonds are furnished by the Underwriters and represent the initial offering pric
yields to the public which may be changed by the Underwriters at any time:subject,however,to the provisions of the
Agreement to which this Schedule is attached. Represents the lower of yield to maturity and yield to the first optional
redemption date.
tel The Bonds stated to mature on and after March I,2027 are subject to optional redemption,in'hole or in part,prior to
maturity on March 1, 2026 or any date thereafter at the par value thereof plus accrued interest to the date fixed for
redemption.
4132-2720-66758
SCHEDULE II-B
$14,315,000
City of Corpus Christi,Texas
Combination Tax and Limited Pledge Revenue Certificates of Obligation,Series 2018A
Dated Date:June 1,2018
Interest Accrues From: Date of Delivery
1. INITIAL OFFERING PRICES
Maturity Principal Interest Maturity Principal Interest
(Mar. l) Amount Rate Yield"' (Mar. l) Amount Rate Yieldl"'
2022 $550,000 5.000% 2.190% 2031'14 $865,000 5.000% 2.910%
2023 580,000 5.000 2.270 2032'" 910,000 5.000 2.970
2024 610,000 5.000 2.440 2033'"2 955,000 5.000 3.020
2025 640,000 5.000 2.560 2034'61 1,000,000 4.000 3.410
2026 675,000 5.000 2.650 2035x7 1,040,000 4.000 3.470
2027'"1 710,000 5.000 2.720 203641 1,090,000 5.000 3.150
2028'"1 745,000 5.000 2.790 2037'14 1,145,000 5.000 3.180
2029'"' 780,000 5.000 2.840 2038'b1 1,195,000 4.000 3.600
2030'61 825,000 5.000 2.900
II. MATURITIES FOR WHICH THE 10%TEST WAS SATISFIED ON THE SALE DATE
2022-2025(each inclusive),2027,2028, 2030-2035 (each inclusive),2037 and 2038.
III. MATURITIES SUBJECT TO THE HOLD-THE-OFFERING-PRICE RULE
2026,2029 and 2036.
'a' The initial reoffering yields of the 2018A Certificates are furnished by the Underwriters and represent the initial offering
prices or yields to the public,which may he changed by the Underwriters at any time;subject,however,to the provisions
of the Agreement to which this Schedule is attached. Represents the lower of yield to maturity and yield to the first
optional redemption date.
Im The 2018A Certificates stated to mature on and after March I, 2027 arc subject to optional redemption, in whole or in
pan,prior to maturity on March I,2026 or any date thereafter at the par value thereof plus accrued interest to the date
fixed for redemption.
4132-2720-66757
SCHEDULE I1-C
$7,490,000
City of Corpus Christi,Texas
Combination Tax and Limited Pledge Revenue Certificates of Obligation,Taxable Series 2018B
Dated Date: June I, 2018
Interest Accrues From: Date of Delivery
INITIAL OFFERING PRICES
$4,120,000 Serial 2018B Certificates
Maturity Principal Interest Maturity Principal Interest
iMac 1) Amount Rate Yield') (Mar. I) Amount Rate Yieldt'(
2019 $195,000 2.420% 2.420% 2026 $330,000 3.732% 3.732%
2020 270,000 2.777 2.777 2027 340,000 3.732 3.732
2021 275,000 2.951 2.951 2028 355,000 3.932 3.932
2022 285,000 3.174 3.174 2029(6) 370,000 4.032 4.032
2023 295,000 3.324 3.324 2030(6' 385,000 4.082 4.082
2024 305,000 3.546 3.546 2031th) 400,000 4.132 4.132
2025 315,000 3.646 3.646
$3,370,000 Term 2018B Certificates
$850,000 4.152% Term 2018B Certificates due March 1,2033, Priced to Yield 4.152%90)(9
$2,520,000 4.950%Term 2018B Certificates due March 1,2038,Priced to Yield 4.268%axbn9
tit The initial reoffering yields of the 20188 Certificates are furnished by the Underwriters and represent the initial offering
prices or yields to the public which may be changed by the Underwriters at any time:subject,however,to the provisions
of the Agreement to which this Schedule is attached. Represents the lower of yield to maturity and yield to the first
optional redemption date.
im The 2018R Certificates stated to mature on and after March I.2029 are subject to optional redemption, in Thole or in
part.prior to maturity on March I,2028 or any date thereafter at the par value thereof plus accrued interest to the date
fixed for redemption.
The Term 2018B Certificates scheduled to mature on March I,2033 and March I,2038 are also subject to mandatory
sinking fund redemption on the dates and in the amounts set forth in the following schedules:
Term 2018 Certificates Maturing March 1,2033
Mandatory
Redemption Principal Amount
March 1.2032 $415,000
March I.2033* 435.000
"Stated Matuny.
Term 2018 Certificates Maturing March 1,2038
Mandatory
Redemption Principal Amount
March 1,2034 $455,000
March I,2035 480,000
March I,2036 500,000
March 1.2037 530.000
March 1,2038* 555.000
`Stated Malan.
4132-2720-6675 7
EXHIBIT A
FORMS OF ISSUE PRICE CERTIFICATES
4132-2720-6675
$16,355,000
CITY OF CORPUS CHRISTI,TEXAS
GENERAL IMPROVEMENT BONDS,SERIES 2018
The undersigned, on behalf of Wells Fargo Bank, National Association, Houston, Texas, as
representative (the "Representative") of the underwriters (the "Underwriters"), of the above captioned
obligations (the `Bonds")of the City of Corpus Christi, Texas(the"Issuer"), hereby certifies as set forth
below with respect to the sale and issuance of the Bonds. The Representative has implemented processes
and procedures internally and among the Underwriters to obtain the information necessary to make the
certifications made in this Certificate. Accordingly, the certifications herein made are based upon the
information available to and obtained by the Representative through these processes and procedures.
Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the
General Rule Maturities,the first price at which at least 10%of such Maturity was sold to the Public is the
respective price listed in Schedule A.
Initial Offering Price of the Hold-the-Offering-Price Maturities.
The Representative offered the Hold-the-Offering-Price Maturities to the Public for purchase at the
respective initial offering prices listed in Schedule A (the"Initial Offering Prices")on or before the Sale
Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate
as Schedule B.
As set forth in the Bond Purchase Agreement, the Representative agreed in writing on or prior to
the Sale Date that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer
nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering
Price for such Maturity during the Holding Period for such Maturity (the"hold-the-offering-price rule"),
and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the
selling group,and any retail distribution agreement shall contain the agreement of each broker-dealer who
is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to
such agreement,no Underwriter(as defined below)offered or sold any Maturity of the Hold-the-Offering-
Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the
Bonds during the Holding Period.
Defined Terms.
General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the
"General Rule Maturities."
Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A
hereto as the"Hold-the-Offering-Price Maturities."
Holding Period means, with respect to a Hold-the-Offering-Price Maturity,the period starting on
the Sale Date and ending on the earlier of(i)the close of the fifth business day after the Sale Date, or(ii)
the date on which the Representative sold at least 10% of such Hold-the-Offering-Price Maturity to the
Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
Maturity means Bonds with the same credit and payment terms. Bonds with different maturity
dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate
maturities.
4132-2720-66757
Public means any person(including an individual,trust,estate, partnership,association,company,
or corporation)other than an Underwriter or a related party to an Underwriter. The term"related party"for
purposes of this certificate generally means any two or more persons who have greater than 50 percent
common ownership.directly or indirectly.
Sale Date means the first day on which there is a binding contract in writing for the sale of a
Maturity of the Bonds. The Sale Date of the Bonds is May 15,2018.
Underwriter means(i)any person that agrees pursuant to a written contract with the Issuer(or with
the lead underwriter to form an underwriting syndicate)to participate in the initial sale of the Bonds to the
Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person
described in clause(i)of this paragraph to participate in the initial sale of the Bonds to the Public(including
a member of a selling group or a party to a retail distribution agreement participating in the initial sale of
the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents the Representative's interpretation of any laws, including specifically Sections 103
and 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations
thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer
with respect to certain of the representations set forth in the Tax Certificate with respect to the Bonds and
with respect to compliance with the federal income tax rules affecting the Bonds, and by Norton Rose
Fulbright US LLP in connection with rendering its opinion that the interest on the Bonds is excluded from
gross income for federal income tax purposes,the preparation of the Internal Revenue Service Form 8038-
G,and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
The Issuer may rely on the statements made herein in connection with making the representations
set forth in the Tax Certificate to which this certificate is attached and in its efforts to comply with the
conditions imposed by the Code. Norton Rose Fulbright US LLP may also rely on this certificate for
purposes of its opinion regarding the treatment of interest on the Bonds as excludable from gross income
for federal income tax purposes. Except as expressly set forth above,the certifications set forth herein may
not be relied upon or used by any third party or for any other purpose. Notwithstanding anything set forth
herein,the Representative is not engaged in the practice of law. Accordingly,the Representative makes no
representation as to the legal sufficiency of the factual matters set forth herein.
[Tire remainder of this page left intentionally blank.]
4132-2720-66757
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By:
Name:
Title:
Dated:
Signature page to issue Price Certificate
City of Corpus Christi,Texas
General Improvement Bonds,Series 2018
4132-2720.66757
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES
OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)
GENERAL RULE MATURITIES
HOLD-THE-OFFERING-PRICE MATURITIES
4132-272666757
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
4132-2720.6675.7
S14,315,000
CITY OF CORPUS CHRISTI,TEXAS
COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION,SERIES 2018A
The undersigned, on behalf of Wells Fargo Bank, National Association, Houston, Texas, as
representative (the "Representative") of the underwriters (the "Underwriters"), of the above captioned
obligations (the "Certificates") of the City of Corpus Christi,Texas(the"Issuer"), hereby certifies as set
forth below with respect to the sale and issuance of the Certificates. The Representative has implemented
processes and procedures internally and among the Underwriters to obtain the information necessary to
make the certifications made in this Issue Price Certificate. Accordingly,the certifications herein made are
based upon the information available to and obtained by the Representative through these processes and
procedures.
Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the
General Rule Maturities,the first price at which at least 10%of such Maturity was sold to the Public is the
respective price listed in Schedule A.
Initial Offering Price of the Hold-the-Offering-Price Maturities.
The Representative offered the Hold-the-Offering-Price Maturities to the Public for purchase at the
respective initial offering prices listed in Schedule A (the"Initial Offering Prices") on or before the Sale
Date. A copy of the pricing wire or equivalent communication for the Certificates is attached to this
certificate as Schedule B.
As set forth in the Bond Purchase Agreement,the Representative agreed in writing on or prior to
the Sale Date that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer
nor sell any of the Certificates of such Maturity to any person at a price that is higher than the Initial Offering
Price for such Maturity during the Holding Period for such Maturity (the "hold-the-offering-price rule"),
and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the
selling group,and any retail distribution agreement shall contain the agreement of each broker-dealer who
is a party to the retail distribution agreement,to comply with the hold-the-offering-price rule. Pursuant to
such agreement,no Underwriter(as defined below)offered or sold any Maturity of the Hold-the-Offering-
Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the
Certificates during the Holding Period.
Defined Terms.
General Rule Maturities means those Maturities of the Certificates listed in Schedule A hereto as
the"General Rule Maturities."
Hold-the-Offering-Price
aturities.-
Hold-the-Offering-Price Maturities means those Maturities of the Certificates listed in Schedule A
hereto as the"Hold-the-Offering-Price Maturities"
Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on
the Sale Date and ending on the earlier of(i)the close of the fifth business day after the Sale Date,or(ii)
the date on which the Representative sold at least 10% of such Hold-the-Offering-Price Maturity to the
Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
4132-3720-66757
Maturity means Certificates with the same credit and payment terms. Certificates with different
maturity dates, or Certificates with the same maturity date but different staled interest rates,are treated as
separate maturities.
Public means any person (including an individual,trust,estate, partnership,association,company,
or corporation)other than an Underwriter or a related party to an Underwriter. The term`related party'for
purposes of this certificate generally means any two or more persons who have greater than 50 percent
common ownership,directly or indirectly.
Sale Date means the first day on which there is a binding contract in writing for the sale of a
Maturity of the Certificates. The Sale Date of the Certificates is May 15, 2018.
Undenvriter means(i)any person that agrees pursuant to a written contract with the Issuer(or with
the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates
to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a
person described in clause (i) of this paragraph to participate in the initial sale of the Certificates to the
Public(including a member of a selling group or a party to a retail distribution agreement participating in
the initial sale of the Certificates to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents the Representative's interpretation of any laws, including specifically Sections 103
and 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations
thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer
with respect to certain of the representations set forth in the Tax Certificate with respect to the Certificates
and with respect to compliance with the federal income tax rules affecting the Certificates, and by Norton
Rose Fulbright US LLP in connection with rendering its opinion that the interest on the Certificates is
excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue
Service Form 8038-G,and other federal income tax advice that it may give to the Issuer from time to time
relating to the Certificates.
The Issuer may rely on the statements made herein in connection with making the representations
set forth in the Tax Certificate to which this certificate is attached and in its efforts to comply with the
conditions imposed by the Code. Norton Rose Fulbright US LLP may also rely on this certificate for
purposes of its opinion regarding the treatment of interest on the Certificates as excludable from gross
income for federal income tax purposes. Except as expressly set forth above, the certifications set forth
herein may not be relied upon or used by any third party or for any other purpose. Notwithstanding anything
set forth herein, the Representative is not engaged in the practice of law. Accordingly, the Representative
makes no representation as to the legal sufficiency of the factual matters set forth herein.
[The remainder of this page left intentionally blank.]
413,2-2720-6675.7
WELLS FARGO BANK, National Association
By:
Name:
Title:
Dated:
Signature page to Issue Price Certificate
City of Corpus Christi,Texas
Combination Tax and Limited Pledge Revenue Certificates of Obligation,Series 2018A
4132-272 -6675.7
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES
OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)
GENERAL RULE MATURITIES
HOLD-THE-OFFERING-PRICE MATURITIES
4132-2720-6675 7
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attacher)
4132-2720-6675 7
$7,490,000
CITY OF CORPUS CHRISTI,TEXAS
COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION, TAXABLE SERIES 2018B
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Wells Fargo Bank, National Association, Houston, Texas,
as representative (the "Representative") of the underwriters (the "Underwriters"), of the above
captioned obligations (the "Certificates") of the City of Corpus Christi, Texas (the "Issuer),
hereby certifies as set forth below with respect to the sale and issuance of the Certificates.
The Underwriters have made a bona tide offering of all of the Certificates to the
public at the initial offering prices set forth in the Official Statement with respect to the
Certificates, dated May 15,2018 (the"Official Statement").
2. The initial offering price (expressed as a dollar amount, yield percentage, or
percentage of principal amount and exclusive of accrued interest) at which a substantial amount
(at least 10%) of the Certificates was sold to the public (as defined in paragraph 3) is as set forth
in the Official Statement.
3. The term "public," as used herein, means persons other than bondhouses, brokers,
dealers, and similar persons or organizations acting in the capacity of underwriters or wholesalers.
4. Based on information available to the undersigned and then-prevailing market
conditions, the initial offering price described above reflects the current market price at the time
of such sale.
5. The undersigned understands that the statements made herein will be relied upon
by the Issuer in order to comply with the conditions imposed by the Internal Revenue Code of
1986, as amended(the"Code"), on the Certificates. The undersigned is certifying only as to facts
in existence on the date hereof Nothing herein represents the undersigned's interpretation of any
laws or the application of any laws to these facts.
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Representative of the
Underwriters identified in the Purchase
Agreement for the Certificates
By:
Name:
Title:
Dated: , 2018
4132-2720-6675 7
gyIIB
1i 14
FINANCIAL SERVICES
1852
MEMORANDUM
To: Monique Lerma, Executive Assistant to the City Secretary
From: Constance P. Sanchez, Director of Finance (..7 a
Date: May 15, 2018
Subject: Filing of Form 1295's for Bond Issuance
On May 15, 2018, the Corpus Christi City Council approved three ordinances authorizing
the issuance of City of Corpus Christi General Improvement Bonds, Series 2018 in an
aggregate principal amount not to exceed $18,350,000; the City of Corpus Christi
Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2018A in
an amount not to exceed $15,750,000; and the City of Corpus Christi Combination Tax
and Limited Pledge Revenue Certificates of Obligation, Taxable Series 20188 in an
amount not to exceed $7,500,000. Please see the attached meeting agenda.
The underwriting team for all three transactions consisted of Wells Fargo, Frost Bank,
Hutchison, Shockey, Erley & Co., and Siebert Cisneros Shank & Co. Wells Fargo and
Frost Bank indicated that pursuant to Section 2252.908( c)(4), Texas Government Code,
the Texas Ethics Commission (TEC) Form 1295 filing requirement does not apply to a
contract with a publicly traded business entity, including a wholly owned subsidiary of
the business entity. Since both are wholly owned subsidiaries, they are not required to
filed a Form 1295. The other two underwriters, however, are required to file Form
1295, and so these forms are attached for your information. Please file both on the
Texas Ethics Commission's website. Please email me at constancep@cctexas.com after
you have filed so that I can inform bond counsel.
Thanks for your help.
attachments
City Council Meeting Agenda-Final May 15,2018
Sponsors: Economic Development
15. 18-0552 Second Reading Ordinance-Authorization for Issuance of General
Improvement Bonds to finance voter-approved Bond 2016 Projects
(Council Priority-Streets)(1st Reading 5/8/18)
Ordinance authorizing the issuance of"City of Corpus Christi, Texas
General Improvement Bonds, Series 2018", in an aggregate principal
amount not to exceed $18,350,000; levying a continuing direct annual ad
valorem tax, within the limitations prescribed by law, for the payment of the
bonds; prescribing the form, terms, conditions, and resolving other matters
incident and related to the issuance, sale, and delivery of the bonds;
including the approval and distribution of an official statement pertaining
thereto; authorizing the execution of a paying agent/registrar agreement
and a purchase contract; complying with the letter of representations on file
with the depository trust company; and providing an effective date.
Sponsors: Financial Services Department
16. 18-0553 Second Reading Ordinance-Authorization for Issuance of
Certificates of Obligation for Streets and Facilities (Council Priority-
Streets)(1st Reading 5/8/18)
Ordinance authorizing the issuance of"City of Corpus Christi, Texas
Combination Tax and Limited Pledge Revenue Certificates of Obligation,
Series 2018A" in an amount not to exceed $15,750,000 for the purpose of
financing costs associated with making permanent public improvements
within the City; providing for the payment of said Certificates by the levy of
an ad valorem tax upon all taxable property within the City and further
securing said Certificates by a lien on and pledge of the pledged revenues
of the Solid Waste System; providing the terms and conditions of said
N./ issuance,
and resolving other matters incident and relating to the
issuance, payment, security, sale, and delivery of said Certificates,
including the approval and distribution of an Official Statement pertaining
thereto; authorizing the execution of a paying agent/registrar agreement
and a purchase contract; complying with the requirements of the letter of
representations on file with the depository trust company; enacting other
provisions incident and related to the subject and purpose of this
ordinance; and providing an effective date.
Sponsors: Financial Services Department
17. 18-0554 Second Reading Ordinance-Authorization for Issuance of
Certificates of Obligation for Solid Waste(1st Reading 5/8/18)
Ordinance authorizing the issuance of"City of Corpus Christi, Texas
Combination Tax and Limited Pledge Revenue Certificates of Obligation,
Taxable Series 2018B" in an amount not to exceed $7,500,000 for the
purpose of financing costs associatedwith making permanent public
Cly of Corpus Christi Page 8 Printed on 51112018
y
City Council Meeting Agenda-Final May 15,2018
improvements to the City's Solid Waste system; providing for the payment
of said Certificates by the levy of an ad valorem tax upon all taxable
property within the City and further securing said Certificates by a lien on
and pledge of the pledged revenues of the Solid Waste System; providing
the terms and conditions of said Certificates and resolving other matters
incident and relating to the issuance, payment, security, sale, and delivery
of said Certificates, including the approval and distribution of an Official
Statement pertaining thereto; authorizing the execution of a paying
agent/registrar agreement and a purchase contract; complying with the
requirements of the letter of representations on file with the depository trust
company; enacting other provisions incident and related to the subject and
purpose of this ordinance; and providing an effective date.
Sponsors: Financial Services Department
0. FIRST READING ORDINANCES: (ITEM 18 -191
18. 18-0534 First Reading Ordinance-Appropriating $200,000 for Convention
Center Content Development
Ordinance appropriating $200,000 capital contribution from SMG into the
Visitor Facility Fund to fund Convention Center content development; and
amending the FY18 operating budget.
Soonsors• City Manager's Office and American Bank Center
19. 18-0521 First Reading Ordinance-Amending Ordinance for the Regional
Local Services System/Local Public Health System (RLSS/LPHS)to
increase grant program and appropriating funds for the contract
period September 1, 2017 through August 31, 2019
Ordinance amending Ordinance No. 031235 regarding the Regional Local
Services System/Local Public Health System grant to increase related
program income by$140,000.00 for new estimated total program income
of$400,000.
Sponsors: Health Department
P. FUTURE AGENDA ITEMS: (ITEM 20-241
The following items are for Council's informational purposes only. No action will be taken
and no public comment will be solicited.
20. 18-0520 Resolution Authorizing a One-Year Service Agreement with Two
One-Year Options for Custodial Services for Outlying Police
Buildings
Resolution authorizing a one-year service agreement with Hilario 0.
Ortega, Jr., dba A Plus Janitorial and Mowing Services of Corpus Christi,
Texas, to perform custodial services for outlying Police buildings for a total
City of orpus Christi Page? Printed on 5/11/2018
'_•P 5I * (s'
eMU.II..NR a»1(UI AI d II.III I)lmrn
NCW ISSUES•Bmkaty-Only MTINCS.
MP: SSW Foe
Rs: APWSFa
thrOTRER INTORMAI ION-RISS'basin)
a Me vs+4mtl ass,Namur saes alai wAebr assess beke Cis Send--kke am luu Siskl Vale Ta£uge Ca9TM•feed
Ida/MY ass.are Wa/b ma e/tie sk es_raters Oeymm(e.J4y)me v.}e m Sc mems m/N 100•.48 MATIEArhad%Yw®m
Takers
s Ta ers OSS.•uftrM d Yaamsryv
ssmde nets!awn quid...,peaked flaw. d� v ..(O Saaad
Burf.a thgp. .side
deaf penny is Malin nu S .Sash Mar rib J,M.marts/fa Se doe able eta 4'Se rm£eiv ar'aa eke tar0.Y Rae
SASSb amperes the Sevin Saba balk am Bek aeons An/Mn ae SJWmb en caw'a bmasNe Sscti4 means Ss-rAY EG11FRr
that
Mame m the Ma egnillesa bow eeWk/rnlre bomb/bibs ps.p SeMA deka M Set van ML AVOW TAX MIA SMLITOF THE MISS
aAnnc421"ash
CTS Or CORPUS COMP.MSS
(Noes Coss Teal
$IUlfOM• $IAIAJO•
GENERAL IMPROVEMENT BONG. COMBINATION TA%MDLIMIT(D PLEDGE REVENUE
SOULS 2011 CtRIIFlGTES OF OBUGASOMSERIf£0M
.wabNaos
COMBINATION TAX ANO UMITEO PLEDGE REVENUE
CIRTnaTBS OroMUGATON.TAGBIL umn lo,a
SOS J .I.mal Dec Ment I. ars a
lama scan trade Disk tat
Bs.:.wNadir
!lust Toss...lawn m IM Ca of Casa CMS.Tan VOWS.Ceml!pane WI Sour MIX(4.t .lb S14.I74aY fascia Ta 101 Lolls
I PS*Rams Cadfnn W CWS...Seas MIM PS'MIM Col:Stan ird Os P. ' :�e �Ta-BAYS?yrs Roam Cesium ab4py
Tad*Sala MIM(!YIITBCalibm
in-mS Sall
MS 'lands ran 2.1M G..tlhaails"Ctllpid:Me Bade ad Se MIM Gagmen es nasal nab a Ore
'TaaSE )PSvsowO.s the do at Sul Shim dee(mlm aaa..iaswad Was lib 9.1ndeni:as'1.ad h amNI to be lee MU OSlen%
DNb
Dei
11 aan Ma I WYpabm I Sash ym.mmup Mot 1.2019.S iU Settled=Oe or.XBaplmtreSSO4. sI le Caaap
Co
Y4 v de•kaS)Maxis S&Bat.OgC.Iy SIaJh Mossy Tea Capt'.New Yak Nn vat rDICl Ski naauvMPLas b Sc
OMEma Nmathca smAMdfn the WfcOTC uasadst
we sash ism rep ma l*Mh disks M asked b peaipla®Ir>vd
SS=award Bub*dmaefka a masa sal i i Sally^OMS ad MAab sly CW B Cask sisals=of OTC Ma Ii)aI all.q w lM accam.N
b Y u 4 tui%mss denfmlm set haelsasskly into is disilaed nags a.Sends Lesiva.ISS.ad Son m ScblipmsmO is PISS
b/Se Tay Aptpps.hdhll&.The W d Ns Vat Sells TM.Com.NA..OIIa Ta osCale&G.ANS VO make isms SON sows se kidn DC
Pa¢ymr aur ail S so as ams®IN the shBil eve ds Wine(see ISE OBLIGATIONS.WfayG*Ram:LS'TILE OBLIGATICNB-Ip'uS
Aunkarr we hawse.. TM Baa ae'wad psis a h CaSada algal Sia Mk due dean IS Yowl Saudis ldy OOAa lb l and lUl.a mora
Taw Gams W:h tat Ila Rn Off a Oh-Cken-t Sake Kid n Nnob 6 MN M Yhed2 W madams SWmu b Loma ale Bash is to
MbBtdede CO Cana Mry b.2011161 lira*Sisal TM NIM flakes,at Ewa pwsw dr Cmdadn W pad Its>b Ss 4M5m pnul*1yh
I Coifs o*Bpam Ss.1 1911.Q la 171.SWdya C.asmisled Tay Gd Cosa Code(Chas 2711.Oxer MT.a main Tam Mee ad Salty- •
the
arkd ea am aausmWir; imla
eSolds mist ma m S.LOIS*SOMA*h
Caskw Sped ads MS It ml upbni
Texas,*S®1 The 10115 Gtifm m Sad alai m IY Cmabpm al snag Ion a a.Ss.SSE;stark CheebI.Mao
MIAs ad amiss wkly!Snore NS MIS Gnaw be eased by w Ca Council an MI)U.MUWe-NIMI CaSseaa wieder suede Bold
Oases al the 20W.Oslo..IM Odb®1
Saes rot nn on+u ma..The mpm m gavel Alpo®or Sz Cit'ed m Soren was opal w anal dr Be"sweet.r d.imam m od pim*A coned
OBYaaa a sub Sway of piya boos Sol Sol been Intl aA waled a be hick tSbh S kohl pab l h..yank ill sok nap S h Cy.W lay bias
paYa l suck pass Solely n eon With Stet km SWuy as 2011A Ladoga W h Ma COUPS'IWOe.S YwtlGal u be sold b v4 deCanines.s
Wilk meaty ad sale km•basso**die SS Plalkal Rasa M S mw d SlAn pa medfaMknll delved Um S says d h CII'i Sid sol
espy Sam*shGal SSp Sal G as SSW ie Rohn Soaked bel
Palm...lb pad cede MMaasea Le used a made Sm ads SLAM OF RIMMING-
6 Maas Sofa Nass Rs SAW Voids.and CS.Narks ms foils iq gas
Swam bats_The Bat SIM CSTsasad Op Cmifies at has Stalareedy SSS by S My deb supe OfS Slacks barn spoke And ASPS amiss
allay hs as S SI n' deI cos b AMS MISS Sea. Rlib the O1eskmr day eats ssml sysa nod Imo h away ISMS Sin W ane be
mimed
cabala •S
b cek.SgSlat Gam Sas SgISemery Lama gas am fm mal de nos Ah Cy n odes S CWEibu ese nwinS
paws rill n dm®m acne Clinnons mg m ss
Mlle...AcSaS h mem mop ha--n Se Odea Ramp(Saga)ad Pia Bass S Chia h wady assoks a sped MISS by Wm
mbbw.Sas of'Aar y Ma*M Ilam Smes h fMyhl-M-y5*P.ad-M-by Ralw-Oma d1OWATNN-Rolle Soh).
se dined P Slimy abs as W timed ad masa by de Wmsam W SAWN spam*aims Oda Assay Casa Ste law odh
Ne SMmm en FD AW Ib LV.Sm Amtio Ta,ladCerns-OMER INFORMATION lel)Opmat d NeLlisin Cntt d APPENDIX C'Face
dCoate.!Seer!Sai*CMS.kW masts Wffi Mpd Von SS Uebsad by ha ma.Qe .Mmap It Sae LV.Mss Term
Dans___his Adm SMous.Si Steaks!b Sisk S thWMrimdmplS micas A OTCmS Mks Cs wn sm w Surds 141016
uIua loo tummy
Finer Bax Nrec .Sara.*s.k Co. SrmrOo SaiNKa Co.
'Todmiy.—.Sap