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HomeMy WebLinkAboutC2017-610 - 3/28/2017 - Approved FROST BANK 100 West Houston Street, Suite 110 San Antonio,Texas 78205 August 4, 2017 Re: City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2017 (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 300 Convent Street, Suite 2100 San Antonio, Texas 78205 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 March 1 in each of the years 2018 through 2027, and without option of or requirement for redemption prior thereto, at the purchase price of$2,500,000, 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 authorizing the Obligations (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 C2017-610 reement that is the subject of this letter and any such other 3/28/17 Ord. 031108 Frost Bank SCANNED Corpus Christi, Texas M.E. Allison& Co., Inc. Norton Rose Fulbright US LLP August 4, 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) registered with The Depository Trust Company or any other securities depository; (ii) issued pursuant to any type of offering document or official statement; or (iii) assigned a CUSIP number by Standard & Poor's CUSIP Service. In connection with the issuance of the Obligations, the Issuer has,for Texas law compliance, obtained a rating on the Obligations from Fitch Ratings, Inc. The Issuer acknowledges that this rating was independently obtained by the Issuer for its own purpose and was not required, or relied upon, by Frost in connection with its delivery of this letter or its purchase and acceptance at initial delivery of the Obligations. We hereby represent and warrant that: (1) we are (i) an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act of 1933, or (ii)a state or national bank organized under 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; 62295935.2 Corpus Christi,Texas M.E. Allison& Co., Inc. Norton Rose Fulbright US LLP August 4, 2017 Page 3 (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 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 Ordinance), generally in denominations of$100,000 or any integral multiple of$5,000 in excess thereof, to less than thirty-five sophisticated investors, and therefore the Rule is not applicable to the offering of the Obligations; and (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 its opinion on the exemption of the Obligations from the registration requirements under existing federal and state securities laws. [The remainder of this page intentionally left blank.] 62295935.2 Corpus Christi,Texas M.E.Allison&Co.,Inc. Norton Rose Fulbright US LLP August 4,2017 Page 4 Very truly yours, FROST BAN /0.14a By: ((�� l Neck Name: Day1/9e Title: 4 1/5 CP Petqlkive- 62295935.2 Corpus Christi,Texas M.E.Allison&Co., Inc. Norton Rose Fulbright US LLP August 4,2017 Page 4 AGREED TO AND ACCEPTED this AUG 0 4 2017 CITY OF CORPUS CHRISTI,TEXAS By: (1 Title: Authorized Official/Director of Financial Services VC C `3IPQ ..w�� IIA__U 1 fV�uL4+ SECRETAp. • 62295935.2 City Council Meeting Minutes March 28,2017 stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval of an application to the Texas Water Development Board; authorizing the execution of a paying agent/registrar agreement, and an escrow agreement; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; complying with the regulations promulgated by the Texas Water Development Board; delegating the authority of certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. Mayor Pro Tern Rubio referred to Item 27. Director of Financial Services Constance Sanchez stated that the purpose of this item is to authorize the issuance of utility system revenue bonds from the Texas Water Development Board in an amount not to exceed$51,300,000.There were no comments from the public. Council members discussed the following topics:the potential savings over the life of the bonds and the expected interest rate. Council Member McComb made a motion to approve the ordinance,seconded by Council Member Guajardo.This Ordinance was passed on second reading and approved with the following vote: Aye: 7- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio and Council Member Smith Absent: 1 - Council Member Vaughn Abstained: 0 Enactment No: 031107 28. Second Reading Ordinance -Authorizing the Issuance of Solid Waste Certificates of Obligation (1st Reading 3/21/17) Ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2017" in an amount not to exceed $2,500,000 for the purpose of financing costs associated with making permanent public 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; authorizing the execution of a paying agent/registrar Corpus Christi Page 17 Printed on 4/12/2017 City Council Meeting Minutes March 28,2017 agreement and a purchase contract; complying with the requirements of the letter of representations on file with the depository trust company; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of the Certificates; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. Mayor Pro Tern Rubio referred to Item 28. Director of Financial Services Constance Sanchez stated that the purpose of this item is to authorize the issuance of up to$2,500,000 in certificates of obligation to fund a Gas Collection and Control System and flare.There were no comments from the public. In response to a council member, Ms.Sanchez stated that the proceeds from the sale of bonds are not for operating costs. Council Member Garza made a motion to approve the ordinance,seconded by Council Member Guajardo.This Ordinance was passed on second reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 Enactment No: 031108 O. FIRST READING ORDINANCES: (ITEMS 29 -33) 29. First Reading Ordinance -Appropriating Funds from Reimbursement of Sexual Assault Examinations Ordinance appropriating $72,000 in General Fund No. 1020 from the reimbursement of forensic sexual assault examinations in the amount of$72,000, and changing the FY 2016-2017 Operating Budget adopted by Ordinance No. 030965 by increasing revenue and expenditures in the General Fund No. 1020 by $72,000 each. Mayor Pro Tern Rubio referred to Item 29. Police Chief Mike Markle stated that the purpose of this item is to appropriate$72,000 from the reimbursement of forensic sexual assault examinations associated with changes per State law. There were no comments from the Council or the public. Council Member Molina made a motion to approve the ordinance,seconded by Council Member Hunter.This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 30. First Reading Ordinance -Accepting and Appropriating Funds Corpus Christi Page 18 Printed on 4/12/2017 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-247603 Frost Bank San Antonio,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is ' 08/09/2017 being filed. City of Corpus Christi Date Ackn wledged: n' : f I --)--t(l 3 Provide the identification number used by the governmental entity or state agency to track or identify th=ntrac and provide a description of the services,goods,or other property to be provided under the contract. CC CT&LP Rev, Srs 2017 City of Corpus Christi,Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2017 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I 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. El 6 AFFIDAVIT I swear,or affirm,under penalty of perju ,that the above disclosure is true and correct. , STEPHANIE D.RAMON / ��� Notary Publlc " ,,tX-3, * JSJEOTASOFof ID#12611203 VYVYVY'VTVYYVTyyyy Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said bI N! L L NA S 1"7 ,this the -I day of Ast I-620 / (/ ,to certify which,witness my hand and seal of office. l Iiimi; ,( - ,c h cl'% u't D 'fi410V k ,eidbmsho 4A/11 S,xc /I, S gnature of officer admini ering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1,0.883 SCANNED