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HomeMy WebLinkAboutC2018-299 - 5/15/2018 - Approved MA y 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 Obligations. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree,jointly and severally, to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriters, all, but not less than all, of 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 "20I8A Certificates" and together with the Bonds, the "Tax-Exempt Obligations"), and $7,490,000 Combination Tax and Limited "'-a -- -_ ••• r--"":--*-s of Obligation,Taxable Series 2018B (the "2018B Certificates" and 2015-299 I the 2018A Certificates, the"Obligations"). The/(5�5Ss�'er arks wt NUKIcr+ 5/15/18 Oita 0.319--$ Ord. 031435 n (TURCIL tf1 10 Hutchinson Shockey Erley & Co. INDEXED .._. .. _.. . 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 20I SA 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 "2018B 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 20ISA 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 20188 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 4132-2720-6675 7 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 fBond 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 4132-2720-66057 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 H 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%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 or the Underwriter and as set forth in the related pricing wires.. 5 6132-2720-6675 7 (f) 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 4132-2720-66757 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)(I) 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 State 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 hill 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 41322720-6675 7 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 cavy 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 4132-2720-6673 7 • (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; (f) 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; Q) 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 11 4132-2720-6675 • 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 4132-2720-6605 7 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. Ciosin¢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 4132-2720-66757 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; (I) 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 may 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 MI force and effect; 14 4132-2920-66757 (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 Ad 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 ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS", "OTHER INFORMATION-REGISTRATION 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 fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which 15 4132-2720-66757 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 4132-2720-6675 7 (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; (11) 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 warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Issuer on or prior to the date of the Closing of all the respective agreements then to be performed and conditions then to be satisfied by the Issuer. All of the opinions, letters,certificates, instruments and other documents mentioned above or elsewhere in this 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 1 (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 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; Q) 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 (f) 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 I 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 4132-2720-66758 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 ofLaw. 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. 18. 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 4132-2720-66757 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://comptrollectexas.gov/purchasing/docs/Iran-list.pdf, or https://comptroller.texas.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 4132-2720-6675 7 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 I , ,, 0� By: (/ / `. J��(�/fi(/� Name: Lo�xra-- t'ow a l\ Title: oao.6v1 Otref-M r ACCEPTED at [amip.m.j central time this day of ,2018. CITY OF CORPUS CHRISTI,TEXAS By: Name: Title: Schedule I—List of Underwriters Schedule II—Schedule of Terms Exhibit A—Forms of Issue Price Certificates Signature Page to Purchase Agreement City of Corpus Christi,Texas General Improveoml Bonds,Series 2018 Combination Tax and Limited Pledge Revenue Catifirmes otObligation,Saies 2018A Combination Tax and Limited Pledge Revs Certificates of Obligation,Taxable Series 2018B 4132-27266753 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 to ef% [ 0, central time this IS{1 day of 0 ,2018. CITY\OF CORPUS CHRISTI,TEXAS By: .�'l Nam �tn. IPA•Ce redo Title +Mtr Schedule I—List of Underwriters Schedule II—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 Certificates of Obligation,Taxable Series 20188 4132-29206675.3 SCHEDULE I LIST OF UNDERWRITERS Wells Fargo Bank,National Association Frost Bank Hutchinson, Shockey, Erley&Co. Siebert Cisneros Shank&Co., L.L.C. 4132-2720-66757 SCHEDULE II-A $16,355,000 City of Corpus Christi,Texas General Improvement Bonds,Series 2018 Dated Date: June I, 2018 Interest Accrues From: Date of Delivery I. INITIAL OFFERING PRICES Maturity Principal Interest Maturity Principal Interest (Mar. 1) Amount Rate Yield(') (Mar. I) Amount Rate Yield(') 2022 $ 620,000 5.000% 2.190% 2031(6) $980,000 5.000% 2.910% 2023 660,000 5.000 2.270 2032(6) 1,030,000 5.000 2.970 2024 690,000 5.000 2.440 2033(6) 1,085,000 5.000 3.020 2025 730,000 5.000 2.560 2034@) 1,140,000 5.000 3.070 2026 765,000 5.000 2.650 2035(b) 1,200,000 5.000 3.120 2027(6) 805,000 5.000 2.720 2036(b) 1,260,000 5.000 3.150 2028(6) 845,000 5.000 2.790 2037(b) 1,325,000 5.000 3.180 2029(1') 890,000 5.000 2.840 2038(b) 1,395,000 5.000 3.200 2030(6) 935,000 5.000 2.900 II. MATURITIES FOR WHICH THE 10%TEST 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. to The initial reoffering yields of the Bonds 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. X61 The Bonds stated to mature on and after March I,2027 are subject to optional redemption,in whole or in part,prier to maturity on March I, 2026 or any date thereafter at the par value thereof plus accrued interest to the date fixed for redemption. 4132-2720-6675B 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 I,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 Yield[') 2022 $550,000 5.000% 2.190% 203111 $865,000 5.000% 2.910% 2023 580,000 5.000 2.270 2032th) 910,000 5.000 2.970 2024 610,000 5.000 2.440 20331b) 955,000 5.000 3.020 2025 640,000 5.000 2.560 20341"1 1,000,000 4.000 3.410 2026 675,000 5.000 2.650 2035(4 1,040,000 4.000 3.470 2027th) 710,000 5.000 2.720 2036th) 1,090,000 5.000 3.150 2028th) 745,000 5.000 2.790 2037[6) 1,145,000 5.000 3.180 2029th) 780,000 5.000 2.840 20381b1 1,195,000 4.000 3.600 2030th) 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 20184 Certificates are famished 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. (e) The 20I8A Certificates stated to mature on and after March I,2027 are subject to optional redemption,in whole 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. 4132-2720-6675 7 SCHEDULE ITC $7,490,000 City of Corpus Christi,Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation,Taxable Series 2018B Dated Date:June 1,2018 Interest Accrues From: Date of Delivery INITIAL OFFERING PRICES $4,120,000 Serial 2018B Certificates Maturity Principal Interest Maturity Principal Interest (Mar. 1) Amount Rate Yields`) (Mar. l) Amount Rate Yieldtal 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(h) 370,000 4.032 4.032 2023 295,000 3.324 3.324 2030111 385,000 4.082 4.082 2024 305,000 3.546 3.546 2031111 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%12n1')a) $2,520,000 4.950% Term 2018B Certificates due March 1,2038,Priced to Yield 4,268%01)mtto 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. tm The 2018B Certificates stated to mature on and after March I,2029 are subject to optional redemption,in whole 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. 1`1 The Term 20188 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 Maturty. Term 2018 Certificates Maturing March 1,2038 Mandatory Redemption Principal Amount March 1,2034 $455,000 March 1,2035 480,000 March I,2036 500,000 March I,2037 530,000 March 1,2038* 555,000 'Stated Maturty. 4132-2720-6675 7 EXHIBIT A FORMS OF ISSUE PRICE CERTIFICATES 4132-27206675 7 $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 ora 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. [The remainder of this page left intentionally blank] 4132-2720-6675.7 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 4132-2720-6675 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 SCHEDULER PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) 4132-27204675 $14,315,000 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 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. 4132-2720-6695 7 Maturity means Certificates with the same credit and payment terms. Certificates with different maturity dates,or Certificates with the same maturity date but different stated 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. 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 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] 4132-2720-66757 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 O132-2720-66757 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 4132-2720.66757 SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) 4132-2720.66757 • $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. I. The Underwriters have made a bona fide 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 4132-2720-66757 �yUS r;., .. IIS � FINANCIAL SERVICES vlr 1852 MEMORANDUM To: Monique Lerma, Executive Assistant to the City Secretary From: Constance P. Sanchez, Director of Finance 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 2018B 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 e )\`'\154 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 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 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 associated with making permanent public City of Corpus Christi Page 6 Printed on 5/11/2018 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 O. FIRST READING ORDINANCES: (ITEM 18 - 19) 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. Sponsors: 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 - 24) 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 O. 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 Corpus Christi Page 7 Printed on 5/11/2018 J?- PIeFUII %R UFFU IAI SINS EMLM DA7vD%IAN.yam NEW ISSUES•Book-Entry-Only RATINGS: S&P: Applied For Fitch: Applied For (See'OTHER INFORMATION-Ratings"herein) hr the opinion of Sand C sd(identified blow),assuming continuing manor by the City(diluted below)after the date of Initial ddirery of the Tar-Esewrpr Obligations(tkfured bdw)with certain covenants otwtained in each of the respective Tax-Exempt(hJ tinea(defined below)and subject lathe masers toforth under"TAX HATTERS"herein,interim on the Tiro—Exempt Obligation far federal income tat papas.under calving statutes,regulations,published ninny',and come decisions(1)M8 be exdudabkJ the grass income of the miners thereof pursuant to section 103 of the Isonal Revenue Code of 1986,as amended to the dare of initial delivery of the Tac•Eeetya Ob6gonin,(the'Cody")and(2)wilt not be sequela)in computing the alternative minbum taxable intone of the owners thereof who err imthwleals or,vireo en hereinafter doen'beo(corporations See"TAX MATTERS" hems The interest on the 20188 Cernftcan Is nes exciudobkfrom gross incomefo•federal tar purposes under casting law.Ser"FEDERAL MOUE TAX TREATMENT OF THE 20188 CERTIFICATES"herein CITY OF CORPUS CHRISTI.T ETAS (Nieces County,Teas) S16.5IOp00• S14,170A00• GENERAL IMPROVEMENT BONDS. COMBINATION TAX AND LIMITED PLEDGE REVENUE SERIES 2018 CERTIFICATES OF OBLIGATION.SERIES 20I8A COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBUGATION.TAXABLE SERJ ES 20188 Dated:June 1.2018 Due:bharrb 1.as shown on laterw to same from the Delivery Dare page o.m.and iv PAr'1rU7 Tour:...I,•uaest on the Cin of Corpus Chosen.Teas$16,510.000•General Improvement Bards,Sena 2010(the"Bads'),the SI4.170.000•Combination Tac and L riacd I Pledge Roma Certilcaes of Obligation.Series 2OI8A(the'2018A Certifiwesl,and the S:•:.. :,.'Cardenauon Tae and Limited Pledge Revenue Certifiata of Obligation, Taxable Series 20188(the'20188 Certificates"end co0auvely with the Bonds and the 2018A Certificates,the"Obligatioro";the Bonds and the 2018A Certificates are referred Wherein as the 'Tax-Exempt Obligated)will acme from the date of initial delivery thereof to the underwriters named below(the"Uodmmtcti).w NM is anticipated to be lune 1.1.2018(the"Delivery Date').will be payable on Match 1 and September I of each year,commencing March I.2019,and will be calculated at the basis of a 360-thy yea of twelve 10-day months The City of Cepa Christi.Tem(the'City"or tic"Issue')iettnds to utilize the DooL-Enuy-Only Siston of The Depository Trust Company,New Vets New York("DTC).acing as tens es depository fee the Obligations,but rooters the right on its behalf or on the behalf of DTC to discontinue use of sudr system Beneficial ownership of the Obltgatons assn be ngtiod or principal denominations of 55,000 a integral mealy thereof within a matunty ad series Madly registered and ddnered only to Code&Co..as resigned owner of DTC.No physical delivery of the Obliptioas will be made to Ilse beneficial owners thereof unless use of the book.artryoaly system is discontinued Principal of.redemption premium.if any.and Mena on the Obligsums wall be payable by the Ptpiog AgmhRegi ter.oitalh,The Bank of Nov York Mellon That Company,N A.Dallas,Tem,to Code&Co.which will make distibmon of the arrow=so paid to DTC Postcnpaots who will or tum male duaibmon to the beneficial owners of the Obligesons(sec"THE OBLIGATIONS•Book-Entn'•Only System'and'THE OBLIGATIONS-Paying Agmt/Regwtra"heroin) Auntoern MR LsWANCL ..The Batas are issued pursuant to the Conn and general Ions of t e State of Texas(the"Slee•)•including pa:healarty Chapters 1251 and 1331.as amended. Tem Govsrmc=Code;the City's Home Rule Clete(the"Chancr').an elegem held on November 8.2016(the"F]oruon•),and on ordinance aahoruing the issuance of the Bads to be adopted by the City Cocci'cil on May IS,2018(the"Bad Ordinance") The 2011A Cott-scam ere issued putts=to the Congestion and general laws of the State,including particularly the I Graeae of Obtigatian Ars of 1971.Chapter 271,Subchapter C.as amended Tens Local Gow unmet Colo f'Cbapter 27T).Chapin 363,as amended.Texas Health and Safety Code rDupta 363');the Chute:and an edam=art eriang the issuance of the 2011A Cab Ikea to be adopted by the Cm Council on May IS,2018(the"2011A Ordinance"and,together with the Bad Ordinance,the'Ter•Exempt Odnaces-) The 20188 Certificates on issued parsusrt to the Constitution and general laws of the Stere.including parbodaly agar 271;Chapter 363;the Cheater.and as ordinance oOuaiaing the issuance of the 20188 Cerdficaa to be adopted by the Cay Council on May 15.2018(the"20188 Ordnance"and.together wits the Bond Ordmatce ad the 2018A Ordinance.the"Ordinance". Stamen'MR rite ORUcoTtmm..The Obligations are greed obhiganem of the Cin and ad valorem taxa sufficient to provide for the payment of the usenet on and principal of the Obliga:ass,s math intact and principal become due,have been levied and=tyro to be levied within the limits presented by law.against all taxable property to the City,and have been pledged fee such payment Solely to comply with State laws allowing the 2011A Ccnsfieatet and the 201813 Certificates(together.the"Certificate")to be sold for cash,the Certificates arc odditicnally secured by arid payable from a hen m and pledge of the Pledged Revenues(in the amoum of 51.000 per Baia of Certificates)derived from the operation of the City's solid wase nonagon=system(as such limited pledge of and lien m rearms is further described herein) ft'Rrcwo The proceeds of the OHrgatiaa will be used as desenkd heron oder'PIAN OF FINANCING- See Menem Schick-the Imams Rams.Initial Yields,and CUSIP Numbes on the follow Ing page See it Lower...The Bonds,201 IA Certificates and 20158 Certificates ore being corcumrniy offered by the City under a common Official Statement bin arc separate and distinct aecunuer offerings being issued and mad indepademtly may fee this OITwal StatormeL While the Obligations share eaten common attributes,each issue is separate from the others and should be reviewed asci aoalymd irdepadeMly,meditating without limitation the ripe of obligation being offered.as tams for payment the netts of the Ciryy to rodeen the ONigatierw of each saes-the federal state,or local ter concganees of the puchase,owmship,or disposition of the Obligations and other features FLanwr...Application for atalaa minis has been made to S&P Global Ratings('S&P')and Fitch Ratings.Ire.CFOch)The(mealy neer sing is supported debt of the City has en isadahtag rating of"Aa2"by Moodys Investors Senior.Inc CMoody's7,"AA"by S&P.and"AA"by Fitch(see"OTHER INFORMATION-Ratings heron) LEGAL n• ..The Obligations we offered for delivery when,as and dialled and reeemed by the Underwrites and suttee to the approving opnons of the Attorney General of the Stere and the opinions of Norton Rose Fulbtight US LIP.San Antonio.Texas Bond Counsel(ser"OTHER INFORMATION—Legal Opm:ons and Nobugation Caufratc"and APPENDIX C."Forms of Bond Cannes Opinion herein).Certain legal manes will be passed upon for the Underwriters by their counsel.Orrick.ck.Hemngtm&Sutcliffe LLP,Houton.Texas DeLn'esty...Itis expected that the Obligations mil be tendered for deliver)'to the Underwriters through the smites of DTC on the Delivery Date to ace once about June 14.2018. WELLS FARG1aSttxluTttn Fara HANK HLTan,r nv.Siicx'erx.ERtar'&Co. Strutter Cox runs Si ass:&CO. •Ptdinismy.subjen to change.