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Home My WebLink AboutC2017-609 - 3/28/2017 - Approved FROST BANK 100 West Houston Street, Suite 110 San Antonio,Texas 78205 June 13, 2017 Re: City of Corpus Christi,Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017A(the Obligations) Corpus Christi,Texas M.E. Allison&Co., Inc. 1201 Leopard 950 East Basse Road, Second Floor Corpus Christi,Texas 78401 San Antonio,Texas 78209 Norton Rose Fulbright US LLP SAMCO Capital Markets, Inc. 300 Convent Street, Suite 2100 1020 N.E. Loop 410, Suite 640 San Antonio,Texas 78205 San Antonio,Texas 78209 • Ladies and Gentlemen: We have agreed to purchase, and the City of Corpus Christi, Texas (the Issuer) has agreed to sell to us, the captioned Obligations scheduled to mature on July 15 in each of the years 2018 through 2020, and without option of or requirement for redemption prior thereto, at the purchase price of$27,670,000, being the principal amount of the Obligations, and no accrued interest. Such Obligations will bear the terms and will be secured as described in the Issuer's ordinance (the Ordinance) adopted on March 28, 2017, all subject to receipt by you and by us of such opinions, certificates,and other documents as you or we may reasonably require to establish the validity and legality of the Obligations. In addition, as a condition precedent to our obligation to accept delivery and to pay for the Obligations, no event shall have occurred which in the reasonable opinion of the undersigned would materially adversely affect the fair market value of the Obligations. Frost Bank ("Frost") and its representatives are not registered municipal advisors and do not provide advice to municipal entities or obligated persons with respect to municipal financial products, the issuance of municipal securities (including regarding the structure, timing, terms and similar matters concerning municipal financial products or municipal securities issuances), nor does it engage in the solicitation of municipal entities or obligated persons for the provision by non-affiliated persons of municipal advisory services and/or investment advisory services. With respect to this letter or any other information, materials or communications provided by Frost: (a)Frost and its representatives are not recommending an action to any municipal entity or obligated persons; (b) Frost and its representatives are not acting as an advisor to any municipal entity or obligated person and do not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to any municipal entity or obligated person with respect to the agreement that is the subject of this letter, information, materials or communications; (c) Frost and its representatives are acting for their own interests; and (d) the District has been informed that it should discuss the agreement that is the subject of this letter and any such other C2017-609 S.L.1,12e..AU I hurcic►.. 3/28/17 Ord. 031106 !Y CatllfCll....,.�... Frost Bank ECRET SCANNED SARY Corpus Christi,Texas M.E. Allison&Co.,Inc. Norton Rose Fulbright US LLP SAMCO Capital Markets, Inc. June 13,2017 Page 2 information, materials or communications with any and all internal and external advisors and experts that the District deems appropriate before acting on this letter. The Issuer acknowledges and agrees that Frost is purchasing the Obligations in evidence of a privately negotiated loan and in that connection the Obligations shall not be (i) assigned a separate rating by any municipal securities rating agency; (ii) registered with The Depository Trust Company or any other securities depository; (iii) issued pursuant to any type of offering document or official statement or (iv) assigned a CUSIP number by Standard & Poor's CUSIP Service. We hereby represent and warrant that: (i) we are (i) an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act of 1933, or (ii)a state or national bank organized under state law or the laws of the United States, respectively, and we have sufficient knowledge and experience in financial and business matters, including purchase and ownership of tax-exempt municipal obligations, to be able to evaluate the economic risks and merits of the purchase of the Obligations; (ii) we have made our own inquiry and analysis with respect to the Obligations and the security therefor, and other material factors affecting the security and payment of the Obligations, and we have not relied upon any statement by you, your officers, directors, or employees, or your financial consultants or legal advisors in connection with such inquiry or analysis or in connection with the offer and sale of the Obligations; (iii) we have either been furnished with or have had access to all necessary information that we desire in order to enable us to make an informed decision concerning purchase of the Obligations, and we have had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the purpose for which the proceeds of the Obligations will be utilized, and the security therefor, so that we have been able to make an informed decision to purchase the Obligations; (iv) we are purchasing the Obligations for our own account, as evidence of a privately placed and negotiated bank loan to the Issuer, and not with a view to, and with no present intention of, selling, pledging, transferring, conveying, hypothecating, mortgaging, disposing, reoffering, distributing, or reselling the Obligations, or any part or interest thereof, except to persons who are able to and do confirm in writing to us and to you the representations contained in paragraphs(i) through (iii)and this paragraph to the same extent as if such paragraphs referred to such persons; (v) we further acknowledge that we are responsible for consulting with our advisors concerning any obligations, including, but not limited to, any obligations pursuant to federal and 28373938.4 Corpus Christi,Texas M.E. Allison& Co.,Inc. Norton Rose Fulbright US LLP SAMCO Capital Markets, Inc. June 13, 2017 Page 3 state securities and income tax laws, we may have with respect to subsequent purchasers of the Obligations if and when any such future disposition of the Obligations may occur; (vi) we understand that the Obligations (a)are not being registered under the Securities Act of 1933 and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state due to exemptions from registration provided for therein, (b)will not be listed on any stock or other securities exchange, (c)will carry no rating from any rating service, and (d)will not be readily marketable; (vii) we understand that, with respect to the Obligations, the Issuer is not required to make any continuing disclosure pursuant to Rule 15c2-12(b) (the Rule) of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, because the Obligations are being sold pursuant to a private placement with the Purchasers (as defined in the Order), generally in denominations of $100,000 or any integral multiple of $5,000 in excess thereof, to less than thirty-five sophisticated investors, and therefore the Rule is not applicable to the offering of the Obligations;and (viii) we understand and agree that the foregoing representations and warranties will be relied upon by Norton Rose Fulbright US LLP, Bond Counsel to the Issuer, in rendering their opinion on the exemption of the Obligations from the registration requirements under existing federal and state securities laws. [The remainder of this page intentionally left blank] 28373938.4 Corpus Christi,Texas M.E.Allison&Co.,Inc. Norton Rose Fulbright US LLP SAMCO Capital Markets, Inc. June 13,2017 Page 4 Very truly yours, FROST BANK By: .•-•r/5—//a' Name: 04v1,Lp1 Ni4s!'1 Title: Acc' fni- VStCe PrP5/de' f' 28373938.4 Corpus Christi,Texas M.E.Allison&Co.,Inc. Norton Rose Fulbright US LLP SAMCO Capital Markets,Inc. June 13,2017 Page 5 AGREED TO AND ACCEPTED this 13th day of June,2017. CITY OF CORPUS CHRISTI,TEXAS By: C. �.. .. , <... "RL— .,--.0_01 Title: Authorized Official/Director of Financial Services 28373938.4 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1oi1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-228757 Frost Bank San Antonio,TX United States Date Flied: ' Name of governmental entity or state agency that is a party to the contract for which the form is 06/26/2017 being filed. City Of Corpus Christi Date ckn ledged: I jr1 3 Provide the Identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. CC USRRB,Srs 2017A City of Corpus Christi,Texas Utility System Junior Lien Revenue Refunding Bonds,Series 2017A 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Green,Phil San Antonio,TX United States X Bracher,Paul San Antonio,TX United States X Perotti,Bill San Antonio,TX United States X Frost,Pat San Antonio,TX United States X Nash,Daniel Corpus Christi,TX United States X 5 Check only If there is NO Interested Party. O 6 AFFIDAVIT I swear,or affirm,under penalty of peryu that e disclosure Is true and correct. KIM ORTIZ 4\ Notary Public ,,- !TAUOR TEXAS Cornetm..btp.02/03/2013`�t-sIDS 11086290 Signs of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE }� SwoClrtty�and subscribed before me,by the said` `t1 f ,this the C Y day of U . .{ , 20 11" ,to certify which,witness my hand and seal of office. AlleSkib: hi m 1-JI ) U-h 1. i -c .namin.O 0( Sig , y , inistering oath Printed name of officer administering oath Title of officer adm istering oath Forms pr. d SJ 1 , 1 - as Ethics Commission www.ethics.state.tx.us Version V1.0.883 SCANNED