HomeMy WebLinkAboutOrdinance - 2018-O0044 Tax And Waterworks Bonds - Providing For Issuance Of City - 03/22/2018Ordinance No. 2018 -
ORDINANCE
relating to
CITY OF LUBBOCK, TEXAS
TAX AND WATERWORKS SYSTEM SURPLUS REVENUE
CERTIFICATES OF OBLIGATION
Adopted: March 22, 2018
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section1.01 Definitions..............................................................................................................2
Section1.02 Findings..................................................................................................................5
Section 1.03 Table of Contents, Titles, and Headings.................................................................5
Section 1.04 Interpretation..........................................................................................................5
ARTICLE II
SECURITY FOR THE CERTIFICATES; INTEREST AND SINKING FUND; PRIOR LIEN
OBLIGATIONS
Section 2.01 Payment of the Certificates.....................................................................................6
Section 2.02 Interest and Sinking Fund.......................................................................................7
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE
CERTIFICATES
Section 3.01
Authorization..........................................................................................................7
Section 3.02
Date, Denomination, Maturities, and Interest.........................................................8
Section 3.03
Medium, Method, and Place of Payment...............................................................8
Section 3.04
Execution and Registration of Certificates.............................................................9
Section3.05
Ownership.............................................................................................................10
Section 3.06
Registration, Transfer, and Exchange...................................................................10
Section3.07
Cancellation..........................................................................................................11
Section 3.08
Temporary Certificates.........................................................................................
I I
Section 3.09
Replacement Certificates......................................................................................12
Section 3.10
Book -Entry -Only System.....................................................................................13
Section 3.11
Successor Securities Depository; Transfer Outside Book -Entry -Only
System..................................................................................................................14
Section 3.12
Payments to Cede & Co........................................................................................14
ARTICLE IV
REDEMPTION OF CERTIFICATES BEFORE MATURITY
Section4.01
Redemption...........................................................................................................14
Section 4.02
Optional Redemption............................................................................................14
Section 4.03
Mandatory Sinking Fund Redemption.................................................................15
Section 4.04
Partial Redemption...............................................................................................15
Section 4.05
Notice of Redemption to Owners.........................................................................15
Section 4.06
Payment Upon Redemption..................................................................................16
Section 4.07
Effect of Redemption............................................................................................16
Section 4.08
Lapse of Payment.................................................................................................16
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01
Appointment of Paying Agent/Registrar..............................................................17
Section 5.02
Qualifications........................................................................................................17
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TABLE OF CONTENTS
(continued)
Page
Section 5.03
Maintaining Paying Agent/Registrar....................................................................17
Section5.04
Termination..........................................................................................................17
Section 5.05
Notice of Change to Owners................................................................................17
Section 5.06
Agreement to Perform Duties and Functions.......................................................17
Section 5.07
Delivery of Records to Successor.........................................................................18
ARTICLE VI
FORM OF THE CERTIFICATES
Section 6.01
Form Generally.....................................................................................................18
Section 6.02
CUSIP Registration..............................................................................................18
Section6.03
Legal Opinion.......................................................................................................18
Section 6.04
Statement of Insurance.........................................................................................19
ARTICLE VII
SALE
AND DELIVERY OF CERTIFICATES; DEPOSIT OF PROCEEDS
Section 7.01
Sale of Certificates: Official Statement...............................................................19
Section 7.02
Control and Delivery of Certificates....................................................................20
Section 7.03
Deposit of Proceeds..............................................................................................21
ARTICLE VIII
INVESTMENTS
Section 8.01
Investments...........................................................................................................21
Section 8.02
Investment Income...............................................................................................21
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01
Payment of the Certificates...................................................................................22
Section 9.02
Other Representations and Covenants..................................................................22
Section 9.03
Federal Income Tax Exclusion.............................................................................22
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01
Events of Default..................................................................................................25
Section 10.02
Remedies for Default............................................................................................25
Section 10.03
Remedies Not Exclusive.......................................................................................26
ARTICLE XI
DISCHARGE
Section11.01
Discharge..............................................................................................................26
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01
Annual Reports.....................................................................................................26
Section 12.02
Event Notices........................................................................................................27
Section 12.03
Identifying Information........................................................................................28
Section 12.04
Limitations, Disclaimers and Amendments..........................................................28
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TABLE OF CONTENTS
(continued)
Page
ARTICLE XIII
AMENDMENTS; ATTORNEY GENERAL MODIFICATION
Section13.01 Amendments.........................................................................................................29
Section 13.02 Attorney General Modification............................................................................29
ARTICLE XIV
EFFECTIVE IMMEDIATELY
Section 14.01 Effective Immediately..........................................................................................30
EXHIBIT A - DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL
INFORMATION............................................................................................... A-1
EXHIBIT B - SALE PARAMETERS........................................................................................B-1
EXHIBIT C - FORM OF THE CERTIFICATES......................................................................C-1
4I30-0226-7922.2
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY
OF LUBBOCK, TEXAS, TAX AND WATERWORKS SYSTEM
SURPLUS REVENUE CERTIFICATES OF OBLIGATION, IN
ONE OR MORE SERIES; LEVYING A TAX AND PLEDGING
SURPLUS WATERWORKS SYSTEM REVENUES IN
PAYMENT THEREOF; PROVIDING FOR THE AWARD OF
THE SALE THEREOF IN ACCORDANCE WITH SPECIFIED
PARAMETERS; APPROVING AN OFFICIAL STATEMENT;
APPROVING EXECUTION OF A PURCHASE CONTRACT;
AND ENACTING OTHER PROVISIONS RELATING
THERETO.
WHEREAS, under the provisions of Subchapter C, Chapter 271, Texas Local Government
Code, as amended, the City of Lubbock, Texas (the "City"), after giving proper notice, is
authorized to issue and sell for cash its certificates of obligation (herein defined as the
"Certificates") that are secured by and payable from the ad valorem taxes and other revenues
specified in Article II of this Ordinance, and that are issued in the amount, for the purposes, and
with the provisions set forth in Section 3.01 of this Ordinance;
WHEREAS, pursuant to resolutions heretofore passed by the City Council, notices of
intention to issue the Certificates were published in a newspaper of general circulation in the City
in accordance with applicable law;
WHEREAS, no petition signed by at least five percent of the qualified electors of the City
has been filed with the City Secretary protesting the issuance of the Certificates;
WHEREAS, no bond proposition to authorize the issuance of bonds for the same purpose
as any of the projects being financed with the proceeds of the Certificates was submitted to the
voters of the City during the preceding three years and failed to be approved;
WHEREAS, the City Council is now authorized and empowered to proceed with the
issuance and sale of the Certificates, and hereby finds and determines that it is necessary and in
the best interests of the City and its citizens that it authorize the issuance of the Certificates in
accordance with the terms and provisions of this Ordinance at this time;
WHEREAS, the City is an "Issuer" within the meaning of Chapter 1371, Texas
Government Code ("Chapter 1371"), as amended, and the City Council desires to delegate,
pursuant to Chapter 1371 and the parameters of this Ordinance, to the Authorized Officer
(hereinafter defined), the authority to approve the principal amount, the interest rate(s), the date(s)
of sale and the number of series, the price and the other terms of the Certificates authorized hereby
and to otherwise take such actions as are necessary and appropriate to effect the sale of the
Certificates;
WHEREAS, the meeting at which this Ordinance is considered is open to the public as
required by law, and public notice of the time, place, and purpose of said meeting was given as
required by Chapter 551, Texas Government Code, as amended; therefore,
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.01 Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in this
Ordinance, the following terms shall have the meanings specified below:
"Authorized Officer" means each of the Mayor, the City Manager and the Chief Financial
Officer, acting individually.
"Business Day" means any day other than a Saturday, Sunday or legal holiday or other day
on which banking institutions in the city where the Designated Payment/Transfer Office of the
Paying Agent/Registrar is located are required or authorized by law or executive order to close.
"Certificate" means any of the Certificates.
"Certificate Date" means the date designated as the initial date of the Certificates by
Section 3.02(a) of this Ordinance.
"Certificates" means the certificates of obligation authorized to be issued by Section 3.01
of this Ordinance.
"City" means the City of Lubbock, Texas.
"Closing Date" means the date of the initial delivery of and payment for the Certificates.
"Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any,
enacted on or before the Issue Date.
"Designated Payment/Transfer Office" means the Designated Payment/Transfer Office,
as designated in the Paying Agent/Registrar Agreement, or such other location designated by the
Paying Agent/Registrar.
"DTC" means The Depository Trust Company of New York, New York, or any successor
securities depository.
"DTC Participant" means brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"EMMA" means the Electronic Municipal Market Access System.
"Event of Default" means any event of default as defined in Section 10,01 of this
Ordinance.
"Fiscal Year" means such fiscal year as shall from time to time be set by the City Council.
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"Gross Revenues" means, with respect to any period, all income, revenues and receipts
received from the operation and ownership of the Waterworks System.
"Initial Certificate" means an initial Certificate authorized by Section 3.04 of this
Ordinance.
"Interest and Sinking Fund" means each interest and sinking fund or account established
pursuant to Section 2.02 of this Ordinance.
"Interest Payment Date" means the date or dates on which interest on the Certificates is
scheduled to be paid until their respective dates of maturity or prior redemption, as set forth in the
Pricing Certificate.
"Investment" has the meaning stated in Section 1.148-1(b) of the Regulations.
"Issue Date" for each series of Certificates is the respective date on which such series of
Certificates is delivered against payment therefor.
"MSRB" means the Municipal Securities Rulemaking Board.
"Net Revenues" means the Gross Revenues of the Waterworks System, with respect to any
period, after deducting the Waterworks System's Operating and Maintenance Expenses during
such period.
"Official Statement" means a document described in Section 7.01(c) prepared for
dissemination to potential investors in connection with the public offering and sale of Certificates.
"Operating and Maintenance Expenses" means all reasonable and necessary expenses
directly related and attributable to the operation and maintenance of the Waterworks System,
including, but not limited to, the costs of insurance, the purchase and carrying of stores, materials,
and supplies, the payment of salaries and labor, and other expenditures reasonably and properly
charged, under generally accepted accounting principles, to the operation and maintenance of the
Waterworks System or by statute deemed to be a first lien against the Gross Revenues.
Depreciation charges on equipment, machinery, plants and other facilities comprising the
Waterworks System and expenditures classed under generally accepted accounting principles as
capital expenditures shall not be considered as "Operating and Maintenance Expenses" for
purposes of determining "Net Revenues."
"Owner" means the person who is the registered owner of a Certificate or Certificates, as
shown in the Register.
"Paying Agent/Registrar" means the bank or trust company identified in the Paying
Agent/Registrar Agreement referred to in Section 5.01 of this Ordinance, or any successor thereto
as provided in this Ordinance.
"Preliminary Official Statement" means a document described in Section 7.01(c) prepared
for dissemination to potential investors prior to the availability of the final Official Statement.
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"Pricing Certificate" means a certificate or certificates signed by an Authorized Officer
establishing the terms and features of each series of Certificates in accordance with Section 7.01
hereof.
"Prior Lien Obligations" means all bonds or other similar obligations of the City presently
outstanding or that may be hereafter issued, payable in whole or in part from and secured by a first
lien on and pledge of the Net Revenues of the Waterworks System or by a lien on and pledge of
the Net Revenues subordinate to a first lien on and pledge of the Net Revenues but superior to the
lien on and pledge of the Surplus Revenues made for the Certificates.
"Proceeds" has the meaning stated in Section 1.148-1(6) of the Regulations.
"Purchase Contract" means any contract, agreement or investment letter pursuant to which
the Certificates of each series are sold to the Purchaser thereof.
"Purchaser" means the purchaser or purchasers of the Certificates of each series identified
in the Pricing Certificate.
"Record Date" means the date specified in the Pricing Certificate.
"Register" means the Register specified in Section 3.06(a) of this Ordinance.
"Regulations" means the final or temporary Income Tax Regulations applicable to the Tax -
Exempt Certificates issued pursuant to Sections 141 through 150 of the Code. Any reference to a
section of the Regulations shall also refer to any successor provision to such section hereafter
promulgated by the Internal Revenue Service pursuant to Sections 141 through 150 of the Code
and applicable to the Tax -Exempt Certificates.
DTC.
"Representation Letter" means the Blanket Letter of Representations between the City and
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Special Payment Date" means the Special Payment Date prescribed by Section 3.03(b).
"Special Record Date" means the Special Record Date prescribed by Section 3.03(b).
"Surplus Revenues" means the Net Revenues of the Waterworks System in an amount not
to exceed $1,000 remaining after payment of all debt service, reserve and other requirements in
connection with the City's Prior Lien Obligations.
"Taxable Certificates" means any Certificates for which the City does not intend that the
interest thereon shall be excludable from gross income of the owners thereof for federal income
tax purposes pursuant to Sections 103 and 141 through 150 of the Code.
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"Tax -Exempt Certificates" means any Certificates for which the City intends that the
interest thereon shall be excludable from gross income of the owners thereof for federal income
tax purposes pursuant to Sections 103 and 141 through 150 of the Code"Term Certificates" has
the meaning set forth in Section 4.03 hereof.
"Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the
payment of principal of or interest on the Certificates as the same come due and payable and
remaining unclaimed by the Owners of such Certificates after the applicable payment or
redemption date.
"Waterworks System" means the portion of the City's combined water and wastewater
system owned, operated and maintained by the City for the supply, treatment, transmission and
distribution of treated, potable water, together with all future extensions, improvements,
replacements and additions thereto.
Section 1.02 Findings.
The declarations, determinations, and findings declared, made, and found in the preamble
to this Ordinance are hereby adopted, restated, and made a part of the operative provisions hereof.
Section 1.03 Table of Contents, Titles, and Headings.
The table of contents, titles and headings of the Articles and Sections of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof
and shall not in any way modify or restrict any of the terms or provisions hereof and shall never
be considered or given any effect in construing this Ordinance or any provision hereof or in
ascertaining intent, if any question of intent should arise.
Section 1.04 Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural number
and vice versa.
(b) Any action required to be taken on a date which is not a Business Day shall be done
on the next succeeding Business Day and have the same effect as if done on the date so required.
(c) Any duty, responsibility, privilege, power or authority conferred by this Ordinance
upon an officer shall extend to an individual who occupies such office in an interim, acting or
provisional capacity.
(d) This Ordinance and all the terms and provisions hereof shall be liberally construed
to effectuate the purposes set forth herein.
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ARTICLE II
SECURITY FOR THE CERTIFICATES; INTEREST AND SINKING FUND;
PRIOR LIEN OBLIGATIONS
Section 2.01 Payment of the Certificates.
(a) Pursuant to the authority granted by the Texas Constitution and the laws of the State
of Texas, there shall be levied and there is hereby levied for the current year and for each
succeeding year thereafter while any of the Certificates or any interest thereon is outstanding and
unpaid, an ad valorem tax on each one hundred dollars valuation of taxable property within the
City, at a rate sufficient, within the limit prescribed by law, to pay the debt service requirements
of the Certificates, being (i) the interest on the Certificates, and (ii) a sinking fund for their
redemption at maturity or a sinking fund of two percent (2%) per annum (whichever amount is the
greater), when due and payable, full allowance being made for delinquencies and costs of
collection.
(b) The ad valorem tax thus levied shall be assessed and collected each year against all
property appearing on the tax rolls of the City most recently approved in accordance with law, and
the money thus collected shall be deposited as collected to the Interest and Sinking Fund.
(c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in or
required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and committed
irrevocably to the payment of the principal of and interest on the Certificates when and as due and
payable in accordance with their terms and this Ordinance.
(d) The City hereby covenants and agrees that Surplus Revenues are hereby irrevocably
pledged equally and ratably to the payment of the principal of and interest on the Certificates of
each series. The City reserves the right to issue Prior Lien Obligations for any lawful purpose, at
any time, in one or more installments.
(e) The amount of taxes to be assessed annually for the payment of debt service on the
Certificates shall be determined in the following manner:
(i) The City's annual budget shall reflect (A) the amount of debt service
requirements to become due on the Certificates in the next ensuing Fiscal Year and (B) the
amount on deposit and budgeted for deposit in the Interest and Sinking Fund on the date
such budget is approved.
(ii) The amount required to be provided in the next succeeding Fiscal Year from
ad valorem taxes shall be the amount, if any, that the debt service requirements on the
Certificates to be paid during the next Fiscal Year exceeds the amount then on deposit and
budgeted for deposit in the Interest and Sinking Fund prior to the levy of such ad valorem
taxes.
(iii) Following approval of the City's annual budget, the City Council shall, by
ordinance, establish a tax rate that is sufficient to produce taxes in an amount which, when
added to the amount then on deposit or budgeted for deposit in the Interest and Sinking
4130-0226-7922.2
Fund, will be sufficient to pay debt service on the Certificates when due during the next
Fiscal Year.
(0 If the liens and provisions of this Ordinance shall be released in a manner permitted
by Article XI hereof, then the collection of such ad valorem tax may be suspended or appropriately
reduced, as the facts may permit, and further deposits to the Interest and Sinking Fund may be
suspended or appropriately reduced, as the facts may permit. In determining the aggregate
principal amount of outstanding Certificates, there shall be subtracted the amount of any
Certificates that have been duly called for redemption and for which money has been deposited
with the Paying Agent/Registrar for such redemption.
Section 2.02 Interest and Sinking Fund.
(a) A special fund or account for each series of Certificates (each, an "Interest Sinking
Fund") shall be and is hereby created solely for the benefit of the Certificates of such series and
each such fund or account shall be maintained at an official depository bank of the City separate
and apart from all other funds and accounts of the City.
(b) Money on deposit in or required by this Ordinance to be deposited to the Interest
and Sinking Fund established for each series of Certificates shall be used solely for the purpose of
paying the interest on and principal of the Certificates of such series when and as due and payable
in accordance with their terms and this Ordinance.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE CERTIFICATES
Section 3.01 Authorization.
(a) The City's certificates of obligation (the "Certificates") are hereby authorized to be
issued and delivered in accordance with the Constitution and laws of the State of Texas,
specifically Subchapter C, Chapter 271, Texas Local Government Code, as amended, Chapter
1371 and Article VIII of the City's Home -Rule Charter. The Certificates may be issued, from time
to time, in one or more series, on the dates and in the aggregate principal amount designated in the
Pricing Certificate therefor for the purpose of paying contractual obligations to be incurred for the
following purposes, to wit:
(i) (A) acquisition, construction, renovation, improvement and equipment of
land buildings and other facilities related to a Public Safety Improvements Project,
consisting of police facilities and municipal court facilities, including parking,
infrastructure and other costs related thereto; and (B) payment of professional services of
attorneys, financial advisors, engineers and other professionals in connection with the
foregoing purposes and costs of issuance of the certificates (referred to herein as the "Public
Safety Improvements Project Purposes"); and
(ii) (A) construction, renovations and improvements to the Lubbock Preston
Smith International Airport facilities, including terminal building remodeling and
construction of a consolidated rental car parking facility; (B) purchase of computing assets
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for the Secondary Data Center; (C) renovations, improvements and extensions to City
streets, including sidewalks, street lighting, traffic signals/controllers and traffic signal
communication systems, signage, landscaping, utility improvements, extensions,
relocations and acquisition of land and rights -of -way in connection therewith; and (D)
payment of professional services of attorneys, financial advisors, engineers and other
professionals in connection with the foregoing purposes and costs of issuance of the
certificates (referred to herein as the "Consolidated Municipal Purposes").
(b) The aggregate principal amount of Certificates issued pursuant to this Ordinance
shall not exceed $48,500,000 consisting of (i) $11,000,000 for Public Safety Improvements Project
Purposes and (ii) $37,500,000 for Consolidated Municipal Purposes.
(c) If Certificates are issue in more than one series, the provisions of this Ordinance
shall apply to each such series in the manner, to the extent and subject to such terms and conditions
as shall be specified in the Pricing Certificate therefor.
Section 3.02 Date, Denomination, Maturities, and Interest.
(a) The Certificates shall be dated the date set forth in the Pricing Certificate (the
"Certificate Date"). The Certificates shall be in fully registered form, without coupons, in the
denomination of $5,000 or any integral multiple thereof and shall be numbered separately from
one upward, except the Initial Certificate, which shall be numbered T-1 or in such other manner
provided in the Pricing Certificate.
(b) The Certificates shall mature on the date or dates, in the years and in the principal
amounts set forth in the Pricing Certificate.
(c) Interest shall accrue and be paid on each Certificate respectively until its maturity
or prior redemption, from the later of the Certificate Date or the most recent Interest Payment Date
to which interest has been paid or provided for at the rates per annum for each respective maturity
specified in the Pricing Certificate. Such interest shall be payable on each Interest Payment Date
until maturity or prior redemption. Interest on the Certificates shall be calculated on the basis of
a three hundred sixty (360) day year composed of twelve (12) months of thirty (30) days each, or
on such other basis as set forth in the Pricing Certificate.
Section 3.03 Medium, Method, and Place of Payment.
(a) The principal of and interest on the Certificates shall be paid in lawful money of
the United States of America.
(b) Interest on the Certificates shall be payable to the Owners as shown in the Register
at the close of business on the Record Date; provided, however, in the event of nonpayment of
interest on a scheduled Interest Payment Date and for 30 days thereafter, a new record date for
such interest payment (a "Special Record Date") shall be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
City. Notice of the Special Record Date and of the scheduled payment date of the past due interest
(the "Special Payment Date," which shall be fifteen (15) days after the Special Record Date) shall
be sent at least five Business Days prior to the Special Record Date by first-class United States
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4130-0226-7922.2
mail, postage prepaid, to the address of each Owner of a Certificate appearing on the Register at
the close of business on the last Business Day next preceding the date of mailing of such notice.
(c) Interest shall be paid by check, dated as of the Interest Payment Date, and sent
United States mail, first class postage prepaid, by the Paying Agent/Registrar to each Owner, at
the address thereof as it appears in the Register, or by such other customary banking arrangement
acceptable to the Paying Agent/Registrar and the Owner; provided, however, that the Owner shall
bear all risk and expense of such other banking arrangement. At the option of an Owner of at least
$1,000,000 principal amount of the Certificates, interest may be paid by wire transfer to the bank
account of such Owner on file with the Paying Agent/Registrar.
(d) The principal of each Certificate shall be paid to the Owner thereof on the due date,
whether at the maturity date or the date of prior redemption thereof, upon presentation and
surrender of such Certificate at the Designated Payment/Transfer Office of the Paying
Agent/Registrar.
(e) If the date for the payment of the principal of or interest on the Certificates shall be
a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or
authorized by law or executive order to close, then the date for such payment shall be the next
succeeding day that is not a Saturday, Sunday, legal holiday, or day on which banking institutions
are required or authorized to close, and payment on such date shall have the same force and effect
as if made on the original date payment was due and no additional interest shall be due by reason
of nonpayment on the date on which such payment is otherwise stated to be due and payable.
(f) Unclaimed Payments shall be segregated in a special escrow account and held in
trust, uninvested by the Paying Agent/Registrar, for the account of the Owners of the Certificates
to which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code,
Unclaimed Payments remaining unclaimed by the Owners entitled thereto for three (3) years after
the applicable payment or redemption date shall be applied to the next payment on the Certificates
thereafter coming due; to the extent any such moneys remain three (3) years after the retirement
of all outstanding Certificates, such moneys shall be paid to the City to be used for any lawful
purpose. Thereafter, neither the City, the Paying Agent/Registrar, nor any other person shall be
liable or responsible to any Owners of such Certificates for any further payment of such unclaimed
moneys or on account of any such Certificates, subject to Title 6 of the Texas Property Code.
Section 3.04 Execution and Registration of Certificates.
(a) The Certificates shall be executed on behalf of the City by the Mayor and the City
Secretary, by their manual or facsimile signatures, and the official seal of the City shall be
impressed or placed in facsimile thereon. Such facsimile signatures on the Certificates shall have
the same effect as if each of the Certificates had been signed manually and in person by each of
said officers, and such facsimile seal on the Certificates shall have the same effect as if the official
seal of the City had been manually impressed upon each of the Certificates.
(b) In the event that any officer of the City whose manual or facsimile signature appears
on the Certificates ceases to be such officer before the authentication of such Certificates or before
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4130-0226-7922.2
the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient
for all purposes as if such officer had remained in such office.
(c) Except as provided below, no Certificate shall be valid or obligatory for any
purpose or be entitled to any security or benefit of this Ordinance unless and until there appears
thereon the Certificate of Paying Agent/Registrar substantially in the form provided herein, duly
authenticated by manual execution by an officer or duly authorized signatory of the Paying
Agent/Registrar. It shall not be required that the same officer or authorized signatory of the Paying
Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Certificates. In lieu of
the executed Certificate of Paying Agent/Registrar described above, the Initial Certificate
delivered at the Closing Date shall have attached thereto the Comptroller's Registration Certificate
substantially in the form provided herein, manually executed by the Comptroller of Public
Accounts of the State of Texas, or by his duly authorized agent, which certificate shall be evidence
that the Certificate has been duly approved by the Attorney General of the State of Texas, that it
is a valid and binding obligation of the City, and that it has been registered by the Comptroller of
Public Accounts of the State of Texas.
(d) On the Closing Date, one Initial Certificate of each series reflecting the terms set
forth in the Pricing Certificate and representing the entire principal amount of all Certificates,
payable in stated installments to the Purchaser, or its designee, executed by the Mayor and City
Secretary of the City by their manual or facsimile signatures, approved by the Attorney General,
and registered and manually signed by the Comptroller of Public Accounts, will be delivered to
the Purchaser or its designee. Upon payment for the Initial Certificate, the Paying Agent/Registrar
shall cancel the Initial Certificate and deliver a single registered, definitive Certificate for each
maturity, in the aggregate principal amount thereof, to DTC on behalf of the Purchaser.
Section 3.05 Ownership.
(a) The City, the Paying Agent/Registrar, and any other person may treat the person in
whose name any Certificate is registered as the absolute owner of such Certificate for the purpose
of making and receiving payment as herein provided (except interest shall be paid to the person in
whose name such Certificate is registered on the Record Date or Special Record Date, as
applicable), and for all other purposes, whether or not such Certificate is overdue, and neither the
City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary.
(b) All payments made to the Owner of a Certificate shall be valid and effectual and
shall discharge the liability of the City and the Paying Agent/Registrar upon such Certificate to the
extent of the sums paid.
Section 3.06 Registration, Transfer, and Exchange.
(a) So long as any Certificates remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the "Register") in
which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall
provide for the registration and transfer of Certificates in accordance with this Ordinance.
(b) The ownership of a Certificate may be transferred only upon the presentation and
surrender of the Certificate at the Designated Payment/Transfer Office of the Paying
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Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying
Agent/Registrar. No transfer of any Certificate shall be effective until entered in the Register.
(c) The Certificates shall be exchangeable upon the presentation and surrender thereof
at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Certificate or
Certificates of the same series, maturity and interest rate and in a denomination or denominations
of any integral multiple of $5,000, and in an aggregate principal amount equal to the unpaid
principal amount of the Certificates presented for exchange The Paying Agent/Registrar is hereby
authorized to authenticate and deliver Certificates exchanged for other Certificates in accordance
with this Section.
(d) Each exchange Certificate delivered by the Paying Agent/Registrar in accordance
with this Section shall constitute an original contractual obligation of the City and shall be entitled
to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates
in lieu of which such exchange Certificate is delivered.
(e) No service charge shall be made to the Owner for the initial registration, subsequent
transfer, or exchange for a different denomination of any of the Certificates. The Paying
Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other
governmental charge that is authorized to be imposed in connection with the registration, transfer,
or exchange of a Certificate.
(f) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer,
or exchange any Certificate called for redemption, in whole or in part, where such redemption is
scheduled to occur within forty-five (45) calendar days after the transfer or exchange date;
provided, however, such limitation shall not be applicable to an exchange by the Owner of the
uncalled principal balance of a Certificate.
Section 3.07 Cancellation.
All Certificates paid or redeemed before scheduled maturity in accordance with this
Ordinance, and all Certificates in lieu of which exchange Certificates or replacement Certificates
are authenticated and delivered in accordance with this Ordinance, shall be cancelled and proper
records made regarding such payment, redemption, exchange, or replacement. The Paying
Agent/Registrar shall then return such cancelled Certificates to the City or may in accordance with
law destroy such cancelled Certificates and periodically furnish the City with certificates of
destruction of such Certificates.
Section 3.08 Temporary Certificates.
(a) Following the delivery and registration of the Initial Certificate and pending the
preparation of definitive Certificates, the City may execute and, upon the City's request, the Paying
Agent/Registrar shall authenticate and deliver, one or more temporary Certificates that are printed,
lithographed, typewritten, mimeographed, or otherwise produced, in any denomination,
substantially of the tenor of the definitive Certificates in lieu of which they are delivered, without
coupons, and with such appropriate insertions, omissions, substitutions, and other variations as the
officers of the City executing such temporary Certificates may determine, as evidenced by their
signing of such temporary Certificates.
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(b) Until exchanged for Certificates in definitive form, such Certificates in temporary
form shall be entitled to the benefit and security of this Ordinance.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Paying Agent/Registrar the Certificates in definitive form; thereupon, upon the presentation and
surrender of the Certificate or Certificates in temporary form to the Paying Agent/Registrar, the
Paying Agent/Registrar shall cancel the Certificates in temporary form and shall authenticate and
deliver in exchange therefor a Certificate or Certificates of the same maturity and series, in
definitive form, in the authorized denomination, and in the same aggregate principal amount, as
the Certificate or Certificates in temporary form surrendered. Such exchange shall be made
without the making of any charge therefor to any Owner.
Section 3.09 Replacement Certificates.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Certificate, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a
replacement Certificate of the same series and of like tenor and principal amount, bearing a number
not contemporaneously outstanding. The City or the Paying Agent/Registrar may require the
Owner of such Certificate to pay a sum sufficient to cover any tax or other governmental charge
that is authorized to be imposed in connection therewith and any other expenses connected
therewith.
(b) In the event that any Certificate is lost, apparently destroyed or wrongfully taken,
the Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence
of notice or knowledge that such Certificate has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Certificate of the same series and of like tenor and principal
amount, bearing a number not contemporaneously outstanding, provided that the Owner first:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction, or theft of such Certificate;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar to save it and the City harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar, and any tax or
other governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the
Paying Agent/Registrar.
(c) If, after the delivery of such replacement Certificate, a bona fide purchaser of the
original Certificate in lieu of which such replacement Certificate was issued presents for payment
such original Certificate, the City and the Paying Agent/Registrar shall be entitled to recover such
replacement Certificate from the person to whom it was delivered or any person taking therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost, or expense incurred by the City or the
Paying Agent/Registrar in connection therewith.
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(d) In the event that any such mutilated, lost, apparently destroyed, or wrongfully taken
Certificate has become or is about to become due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Certificate, may pay such Certificate when it becomes
due and payable.
(e) Each replacement Certificate delivered in accordance with this Section shall
constitute an original additional contractual obligation of the City and shall be entitled to the
benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu
of which such replacement Certificate is delivered.
Section 3.10 Book-Entr�Onl_y System.
(a) Notwithstanding any other provision hereof, upon initial issuance of the
Certificates, the Certificates shall be registered in the name of Cede & Co., as nominee of DTC.
The definitive Certificates shall be initially issued in the form of a single separate certificate for
each of the maturities thereof.
(b) With respect to Certificates registered in the name of Cede & Co., as nominee of
DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any
DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in
the Certificates. Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the
records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the
Certificates, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as
shown on the Register, of any notice with respect to the Certificates, including any notice of
redemption, or (iii) the payment to any DTC Participant or any other person, other than an Owner,
as shown in the Register of any amount with respect to principal of or interest on the Certificates.
Notwithstanding any other provision of this Ordinance to the contrary, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Certificate
is registered in the Register as the absolute owner of such Certificate for the purpose of payment
of principal of and interest on Certificates, for the purpose of giving notices of redemption and
other matters with respect to such Certificate, for the purpose of registering transfer with respect
to such Certificate, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay
all principal of and interest on the Certificates only to or upon the order of the respective Owners
as shown in the Register, as provided in this Ordinance, or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the City's obligations with respect to payment of interest on the Certificates to the extent
of the sum, or sums so paid. No person other than an Owner, as shown in the Register, shall
receive a certificate evidencing the obligation of the City to make payments of amounts due
pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice
to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the
word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(c) The Representation Letter previously executed and delivered by the City, and
applicable to the City's obligations delivered in book -entry -only form to DTC as securities
depository, is hereby ratified and approved for the Certificates.
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Section 3.11 Successor Securities Depository; Transfer Outside Book -Entry -Only
System.
In the event that the City determines that it is in the best interest of the City and the
beneficial owners of the Certificates that they be able to obtain certificated Certificates, or in the
event DTC discontinues the services described herein, the City shall (i) appoint a successor
securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange
Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor
securities depository and transfer one or more separate Certificates to such successor securities
depository; or (ii) notify DTC and DTC Participants of the availability through DTC of
certificated Certificates and cause the Paying Agent/Registrar to transfer one or more separate
registered Certificates to DTC Participants having Certificates credited to their DTC accounts. In
such event, the Certificates shall no longer be restricted to being registered in the Register in the
name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor
securities depository, or its nominee, or in whatever name or names Owners transferring or
exchanging Certificates shall designate, in accordance with the provisions of this Ordinance.
Section 3.12 Payments to Cede & Co.
Notwithstanding any other provision of this Ordinance to the contrary, so long as the
Certificates are registered in the name of Cede & Co., as nominee of DTC, all payments with
respect to principal of and interest on such Certificates, and all notices with respect to such
Certificates shall be made and given, respectively, in the manner provided in the Representation
Letter of the City to DTC.
ARTICLE IV
REDEMPTION OF CERTIFICATES BEFORE MATURITY
Section 4.01 Redemption.
The Certificates are subject to redemption before their scheduled maturity only as provided
in this Article IV.
Section 4.02 Optional Redemption.
(a) The City reserves the option to redeem Certificates in the manner provided in the
Form of Certificate attached hereto as Exhibit C, with such changes as are required by the Pricing
Certificate.
(b) If less than all of the Certificates are to be redeemed pursuant to an optional
redemption, the City shall determine the maturity or maturities and the amounts thereof to be
redeemed and shall direct the Paying Agent/Registrar to call by lot, or by any other customary
method that results in a random selection, the Certificates, or portions thereof, within such maturity
or maturities and in such principal amounts for redemption.
(c) The City, at least forty-five (45) days before the redemption date, unless a shorter
period shall be satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar
of such redemption date and of the principal amount of Certificates to be redeemed.
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Section 4.03 Mandatory Sinking Fund Redemption.
Certificates designated as "Term Certificates," if any, in the Pricing Certificate are subject
to scheduled mandatory redemption and will be redeemed by the City, out of moneys available for
such purpose in the Interest and Sinking Fund, in the manner provided in the Form of Certificate
attached hereto as Exhibit C, with such changes as are required by the Pricing Certificate. Term
Certificates shall be subject to mandatory redemption at the price, on the dates, and in the
respective principal amounts set forth in the Pricing Certificate.
Section 4.04 Partial Redemption.
(a) A portion of a single Certificate of a denomination greater than $5,000 may be
redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof. If such
a Certificate is to be partially redeemed, the Paying Agent/Registrar shall treat each $5,000 portion
of the Certificate as though it were a single Certificate for purposes of selection for redemption.
(b) Upon surrender of any Certificate for redemption in part, the Paying
Agent/Registrar, in accordance with Section 3.06 of this Ordinance, shall authenticate and deliver
an exchange Certificate or Certificates in an aggregate principal amount equal to the unredeemed
portion of the Certificate so surrendered, such exchange being without charge.
(c) The Paying Agent/Registrar shall promptly notify the City in writing of the
principal amount to be redeemed of any Certificate as to which only a portion thereof is to be
redeemed.
Section 4.05 Notice of Redemption to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Certificates by
sending notice by United States mail, first class postage prepaid, not less than thirty (30) days
before the date fixed for redemption, to the Owner of each Certificate (or part thereof) to be
redeemed, at the address shown on the Register at the close of business on the Business Day next
preceding the date of mailing such notice.
(b) The notice shall state the redemption date, the redemption price, the place at which
the Certificates are to be surrendered for payment, and, if less than all the Certificates outstanding
are to be redeemed, an identification of the Certificates or portions thereof to be redeemed.
(c) The City reserves the right to give notice of its election or direction to redeem
Certificates under Section 4.02 conditioned upon the occurrence of subsequent events. Such notice
may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized
securities, in an amount equal to the amount necessary to effect the redemption, with the Paying
Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption
date or (ii) that the City retains the right to rescind such notice at any time prior to the scheduled
redemption date if the City delivers a certificate of the City to the Paying Agent/Registrar
instructing the Paying Agent/Registrar to rescind the redemption notice, and such notice and
redemption shall be of no effect if such moneys and/or authorized securities are not so deposited
or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such
rescission of a conditional notice of redemption to the affected Owners. Any Certificates subject
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to conditional redemption where redemption has been rescinded shall remain Outstanding, and the
rescission shall not constitute an event of default. Further, in the case of a conditional redemption,
the failure of the City to make moneys and/or authorized securities available in part or in whole
on or before the redemption date shall not constitute an event of default.
(d) Any notice given as provided in this Section shall be conclusively presumed to have
been duly given, whether or not the Owner receives such notice.
Section 4.06 Payment Upon Redemption.
(a) Before or on each redemption date, the City shall deposit with the Paying
Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying
Agent/Registrar shall make provision for the payment of the Certificates to be redeemed on such
date by setting, aside and holding in trust such amounts as are received by the Paying
Agent/Registrar from the City and shall use such funds solely for the purpose of paying the
principal of and accrued interest on the Certificates being redeemed.
(b) Upon presentation and surrender of any Certificate called for redemption at the
Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying
Agent/Registrar shall pay the principal of and accrued interest on such Certificate to the date of
redemption from the money set aside -for such purpose.
Section 4.07 Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.05 of this
Ordinance and subject to any conditions or rights reserved by the City under Section 4.05(c), the
Certificates or portions thereof called for redemption shall become due and payable on the date
fixed for redemption and, unless the City defaults in its obligation to make provision for the
payment of the principal thereof or accrued interest thereon, such Certificates or portions thereof
shall cease to bear interest from and after the date fixed for redemption, whether or not such
Certificates are presented and surrendered for payment on such date.
(b) If the City shall fail to make provision for payment of all sums due on a redemption
date, then any Certificate or portion thereof called for redemption shall remain outstanding and
continue to bear interest at the rate stated on the Certificate until due provision is made for the
payment of same by the City.
Section 4.08 Lapse of Payment.
Money set aside for the redemption of Certificates and remaining unclaimed by the Owners
of such Certificates shall be subject to the provisions of Section 3.03(f) hereof.
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ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01 Appointment of Paying Agent/Registrar.
The form of Paying Agent/Registrar Agreement presented at the meeting at which this
Ordinance was approved and the appointment of the Paying Agent/Registrar identified therein are
hereby approved.
The Mayor is hereby authorized and directed to execute the Paying Agent/Registrar
Agreement with the Paying Agent/Registrar, specifying the duties and responsibilities of the City
and the Paying Agent/Registrar, in substantially the form presented at the meeting at which this
Ordinance was approved with such changes as may be approved by an Authorized Officer. The
signature of the Mayor shall be attested by the City Secretary.
Section 5.02 Qualifications.
Each Paying Agent/Registrar shall be a commercial bank, a trust company organized under
the laws of the State of Texas, or other entity duly qualified and legally authorized to serve as and
perform the duties and services of paying agent and registrar for the Certificates.
Section 5.03 Maintaining Pang Agent/Registrar.
(a) At all times while any Certificates are outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 5.02 of this Ordinance.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the City
will promptly appoint a replacement.
Section 5.04 Termination.
The City, upon not less than sixty (60) days notice, reserves the right to terminate the
appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be
terminated written notice of such termination.
Section 5.05 Notice of Change to Owners.
Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will
cause notice of the change to be sent to each Owner by United States mail, first class postage
prepaid, at the address thereof in the Register, stating the effective date of the change and the name
and mailing address of the replacement Paying Agent/Registrar.
Section 5.06 Agreement to Perform Duties and Functions.
By accepting the appointment as Paying Agent/Registrar and executing the Paying
Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the provisions
of this Ordinance and that it will perform the duties and functions of Paying Agent/Registrar
prescribed thereby.
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Section 5.07 Delivery of Records to Successor.
If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the
appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent
books and records relating to the Certificates to the successor Paying Agent/Registrar.
ARTICLE VI
FORM OF THE CERTIFICATES
Section 6.01 Form Generally.
(a) The Certificates, including the Registration Certificate of the Comptroller of Public
Accounts of the State of Texas, the Certificate of the Paying Agent/Registrar, and the Assignment
form to appear on each of the Certificates, (i) shall be generally in the form set forth in Exhibit C
hereto, with such appropriate insertions, omissions, substitutions, and other variations as are
permitted or required by this Ordinance and the Pricing Certificate, and (ii) may have such letters,
numbers, or other marks of identification (including identifying numbers and letters of the
Committee on Uniform Securities Identification Procedures of the American Bankers Association)
and such legends and endorsements (including any reproduction of an opinion of counsel) thereon
as, consistently herewith, may be determined by the City or by the officers executing such
Certificates, as evidenced by their execution thereof.
(b) Any portion of the text of any Certificates may be set forth on the reverse side
thereof, with an appropriate reference thereto on the face of the Certificates.
(c) The definitive Certificates, if any, shall be typewritten, photocopied, printed,
lithographed, or engraved, and may be produced by any combination of these methods or produced
in any other similar manner, all as determined by the officers executing such Certificates, as
evidenced by their execution thereof.
(d) The Initial Certificate submitted to the Attorney General of the State of Texas may
be typewritten and photocopied or otherwise reproduced.
Section 6.02 CUSIP Registration.
The City or the Purchaser may secure identification numbers through CUSIP Global
Services, managed on behalf of the American Bankers Association by S&P Capital IQ, and may
authorize the printing of such numbers on the face of the Certificates. It is expressly provided,
however, that the presence or absence of CUSIP numbers on the Certificates shall be of no
significance or effect in regard to the legality thereof and neither the City nor the attorneys
approving said Certificates as to legality are to be held responsible for CUSIP numbers incorrectly
printed on the Certificates.
Section 6.03 Legal Opinion.
The approving legal opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, may
be attached to or printed on the reverse side of each Certificate over the certification of the City
Secretary of the City, which may be executed in facsimile.
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Section 6.04 Statement of Insurance.
A statement relating to a municipal bond insurance policy, if any, to be issued for any
Certificate or Certificates may be printed on or attached to each such Certificate.
ARTICLE VII
SALE AND DELIVERY OF CERTIFICATES; DEPOSIT OF PROCEEDS
Section 7.01 Sale of Certificates: Official Statement.
(a) The Certificates shall be sold in accordance with the terms of this Ordinance,
including this Section 7.01(a) and Exhibit B hereto, provided that all of the conditions set forth in
Exhibit B can be satisfied. As authorized by Chapter 1371, the Authorized Officer is authorized
to act on behalf of the City, upon determining that the conditions set forth in Exhibit B can be
satisfied, in selling and delivering the Certificates and carrying out the other procedures specified
in this Ordinance, including determining (i) the manner of sale (which may be by private
placement, negotiated or competitive sale, limited or public offering or any combination thereof),
(ii) the total aggregate principal amount and the number of series of the Certificates (including the
aggregate principal amount of each series of Certificates issued to effect the purposes identified in
Section 3.01 of this Ordinance), (iii) the date(s) on which the Certificates of each series will be
sold and delivered, (iv) whether to acquire bond insurance for the Certificates, (v) the price at
which the Certificates will be sold, (vi) the number and title or designation for the Certificates of
each series to be issued, (vii) the form in which the Certificates shall be issued, (viii) the dates on
which the Certificates will mature, the principal amount to mature in each year, the rate(s) of
interest to be borne by each such maturity, the interest payment dates, and the initial date from
which interest will accrue, (ix) whether Certificates shall be issued as Tax -Exempt Certificates or
Taxable Certificates, (x) the dates, prices and other terms upon and at which the Certificates shall
be subject to redemption prior to maturity (including terms for optional and mandatory sinking
fund redemption), and (xi) all other terms and provisions of the Certificates and all other matters
relating to the issuance, sale and delivery thereof, all of which shall be specified in the Pricing
Certificate. Certificates shall be issued as Taxable Certificates for purpose(s) that the Authorized
Officer determines are ineligible for financing through the issuance of Tax -Exempt Certificates.
The Authorized Officer may approve modifications to this Ordinance to conform to the
terms of the Certificates, as approved by the Authorized Officer, and execute any instruments,
agreements and other documents as the Authorized Officer shall deem necessary or appropriate in
connection with the issuance, sale and delivery of Certificates pursuant to this Ordinance.
The authority granted to the Authorized Officer under this Section 7.01(a) shall expire at
11:59 p.m., on the one year anniversary following the date of adoption of this Ordinance (the
"Expiration Date"), unless otherwise extended by the City Council by separate action. Certificates
sold pursuant to a Purchase Contract (in the case of a private placement or negotiated sale) or
winning bid (in the case of a competitive offering) executed on or before the Expiration Date may
be delivered after such date.
In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council
hereby determines that the delegation of the authority to the Authorized Officer to approve the
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final terms and conditions of each series of the Certificates as set forth in this Ordinance is, and
the decisions made by the Authorized Officer pursuant to such delegated authority and
incorporated in a Pricing Certificate will be, in the best interests of the City and shall have the
same force and effect as if such determination were made by the City Council, and the Authorized
Officer is hereby authorized to make and include in a Pricing Certificate an appropriate finding to
that effect. Any finding or determination made by the Authorized Officer relating to the issuance
and sale of the Certificates and the execution of the Purchase Contract in connection therewith
shall have the same force and effect as a finding or determination made by the City Council.
(b) The Authorized Officer is hereby authorized and directed to execute and deliver the
Purchase Contract (in the case of a private placement or negotiated sale) or the winning bid (in the
case of a competitive offering) in the form and on the terms approved by the Authorized Officer,
and all other officers, agents and representatives of the City are hereby authorized to do any and
all things necessary or desirable to satisfy the conditions set out therein and to provide for the
issuance and delivery of the Certificates.
(c) The form and substance of the Preliminary Official Statement, and any addenda,
supplement or amendment thereto, are hereby in all respects approved and adopted for use in
connection with the public offering and sale of each series of Certificates, with such appropriate
variations as shall be approved by the Authorized Officer, and the Preliminary Official Statement
is hereby deemed final as of its date within the meaning and for the purposes of paragraph (b)(1)
of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The Authorized Officer
is hereby authorized and directed to cause to be prepared a final Official Statement (the "Official
Statement") incorporating applicable pricing information and other terms pertaining to each series
of Certificates, and to execute the same by manual or facsimile signature and deliver appropriate
numbers of executed copies thereof to the Purchaser. The Official Statement as thus approved,
executed and delivered, with such appropriate variations as shall be approved by the Authorized
Officer and the Purchaser, may be used by the Purchaser in the public offering and sale of the
Certificates. The use and distribution of the Preliminary Official Statement, and the preliminary
public offering of the Certificates by the Purchaser, is hereby ratified, approved and confirmed. In
the event the Certificates are sold pursuant to a competitive sale, the Authorized Officer is hereby
authorized to approve the preparation and distribution of a notice of sale.
(d) All officers of the City are authorized to execute such documents, certificates,
receipts and other instruments as they may deem appropriate -in order to consummate the delivery
of the Certificates in accordance with the terms of sale therefor including, without limitation, the
Purchase Contract.
(e) The obligation of the Purchaser to accept delivery of the Certificates is subject to
the closing conditions set forth in the Purchase Contract being satisfied, including specifically the
Purchaser being furnished with the final, approving opinion of Bond Counsel, which opinion shall
be dated as of and delivered on the Closing Date.
Section 7.02 Control and Delivery of Certificates.
(a) The Authorized Officer of the City is hereby authorized to have control of the Initial
Certificate and all necessary records and proceedings pertaining thereto pending investigation,
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examination, and approval of the Attorney General of the State of Texas, registration by the
Comptroller of Public Accounts of the State of Texas and registration with, and initial exchange
or transfer by, the Paying Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the
Certificates shall be made to the Purchaser under and subject to the general supervision and
direction of the Authorized Officer, against receipt by the City of all amounts due to the City under
the terms of sale.
(c) In the event the Mayor or City Secretary is absent or otherwise unable to execute
any document or take any action authorized herein, the Mayor Pro Tern and the Assistant City
Secretary, respectively, shall be authorized to execute such documents and take such actions, and
the performance of such duties by the Mayor Pro Tern and the Assistant City Secretary shall for
the purposes of this Ordinance have the same force and effect as if such duties were performed by
the Mayor and City Secretary, respectively.
Section 7.03 Deposit of Proceeds.
Proceeds from the sale of the Certificates shall be applied in accordance with the
provisions set forth in the Pricing Certificate, which may provide for the creation of any special
accounts deemed necessary or appropriate by the Authorized Officer.
ARTICLE VIII
INVESTMENTS
Section 8.01 Investments.
(a) Money in the Interest and Sinking Fund created by this Ordinance and any special
accounts provided for in the Pricing Certificate pursuant to Section 7.03, at the City's option, may
be invested in such securities or obligations as permitted under applicable law. The Authorized
Officer, and any other officer of the City authorized to make investments on behalf of the City, are
hereby authorized and directed to execute and deliver, on behalf of the City, any and all investment
agreements, guaranteed investment contracts or repurchase agreements in connection with the
investment of moneys on deposit in the Interest and Sinking Fund and the special account provided
for in the Pricing Certificate pursuant to Section 7.03, but only to the extent such investment
agreements, guaranteed investment contracts or repurchase agreements are authorized investments
under applicable law.
(b) Any securities or obligations in which money in the Interest and Sinking Fund is so
invested shall be kept and held in trust for the benefit of the Owners and shall be sold and the
proceeds of sale shall be timely applied to the making of all payments required to be made from
the fund from which the investment was made.
Section 8.02 Investment Income.
(a) Interest and income derived from investment of the Interest and Sinking Fund shall
be credited to such fund.
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(b) Interest and income derived from investment of the other funds to be deposited
pursuant to Section 7.03 hereof shall be credited to the fund or account where deposited until the
acquisition or construction of said projects is completed or shall be transferred to the Interest and
Sinking Fund as shall be determined by the City Council. Upon completion of the authorized
projects, to the extent such interest and income are, present, such interest and income shall be
deposited to the Interest and Sinking Fund.
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01 Payment of the Certificates.
On or before each Interest Payment Date for the Certificates and while any of the
Certificates are outstanding and unpaid, there shall be made available to the Paying
Agent/Registrar, out of the Interest and Sinking Fund money sufficient to pay such interest on and
principal of the Certificates as will accrue or mature on the applicable Interest Payment Date,
maturity date or date of prior redemption.
Section 9.02 Other Representations and Covenants.
(a) The City will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Ordinance and in each Certificate; the City will
promptly pay or cause to be paid the principal of and interest on each Certificate on the dates and
at the places and manner prescribed in such Certificate; and the City will, at the times and in the
manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money
specified by this Ordinance.
(b) The City is duly authorized under the laws of the State of Texas to issue the
Certificates; all action on its part for the creation and issuance of the Certificates has been duly
and effectively taken; and the Certificates in the hands of the Owners thereof are and will be valid
and enforceable obligations of the City in accordance with their terms.
Section 9.03 Covenants to Maintain Tax Exempt Status.
(a) For any Tax -Exempt Certificates for which the City intends that the interest on the
Tax -Exempt Certificates shall be excludable from gross income of the owners thereof for federal
income tax purposes pursuant to Sections 103 and 141 through 150 of the Internal Revenue Code
of 1986, as amended (the "Code"), and all applicable temporary, proposed and final regulations
(the "Regulations") and procedures promulgated thereunder and applicable to the Tax -Exempt
Certificates: For this purpose, the City covenants that it will monitor and control the receipt,
investment, expenditure and use of all gross proceeds of the Tax -Exempt Certificates (including
all property the acquisition, construction or improvement of which is to be financed directly or
indirectly with the proceeds of the Tax -Exempt Certificates) and take or omit to take such other
and further actions as may be required by Sections 103 and 141 through 150 of the Code and the
Regulations to cause interest on the Tax -Exempt Certificates to be and remain excludable from the
gross income, as defined in Section 61 of the Code, of the owners of the Tax -Exempt Certificates
for federal income tax purposes. Without limiting the generality of the foregoing, the City shall
comply with each of the following covenants:
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(i) The City will use all of the proceeds of the Tax -Exempt Certificates to (i)
provide funds for the purposes described in Section 3.01 hereof, which will be owned and
operated by the City and (ii) to pay the costs of issuing the Tax -Exempt Certificates. The
City will not use any portion of the proceeds of the Tax -Exempt Certificates to pay the
principal of or interest or redemption premium on, any other obligation of the City or a
related person.
(ii) The City will not directly or indirectly take any action, or omit to take any
action, which action or omission would cause the Tax -Exempt Certificates to constitute
"private activity bonds" within the meaning of Section 141(a) of the Code.
(iii) Principal of and interest on the Tax -Exempt Certificates will be paid solely
from ad valorem taxes and other revenues collected by the City and investment earnings
on such collections.
(iv) Based upon all facts and estimates now known or reasonably expected to be
in existence on the date the Tax -Exempt Certificates are delivered, the City reasonably
expects that the proceeds of the Tax -Exempt Certificates will not be used in a manner that
would cause the Tax -Exempt Certificates or any portion thereof to be an "arbitrage bond"
within the meaning of Section 148 of the Code.
(v) At all times while the Tax -Exempt Certificates are outstanding, the City will
identify and properly account for all amounts constituting gross proceeds of the Tax -
Exempt Certificates in accordance with the Regulations. The City will monitor the yield
on the investments of the proceeds of the Tax -Exempt Certificates and, to the extent
required by the Code and the Regulations, will restrict the yield on such investments to a
yield which is not materially higher than the yield on the Tax -Exempt Certificates. To the
extent necessary to prevent the Tax -Exempt Certificates from constituting "arbitrage
bonds" the City will make such payments as are necessary to cause the yield on all yield
restricted nonpurpose investments allocable to the Tax -Exempt Certificates to be less than
the yield that is materially higher than the yield on the Tax -Exempt Certificates.
(vi) The City will not take any action or knowingly omit to take any action that,
if taken or omitted, would cause the Tax -Exempt Certificates to be treated as "federally
guaranteed" obligations for purposes of Section 149(b) of the Code.
(vii) The City represents that not more than fifty percent (50%) of the proceeds
of the Tax -Exempt Certificates will be invested in nonpurpose investments (as defined in
Section 148(f)(6)(A) of the Code) having a substantially guaranteed yield for four years or
more within the meaning of Section 149(g)(3)(A)(ii) of the Code, and the City reasonably
expects that at least eighty-five percent (85%) of the spendable proceeds of the Tax -Exempt
Certificates will be used to carry out the governmental purpose of the Tax -Exempt
Certificates within the three-year period beginning on the date of issue of the Tax -Exempt
Certificates.
(viii) The City will take all necessary steps to comply with the requirement that
certain amounts earned by the City on the investment of the gross proceeds of the Tax-
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Exempt Certificates, if any, be rebated to the federal government. Specifically, the City
will (i) maintain records regarding the receipt, investment, and expenditure of the gross
proceeds of the Tax -Exempt Certificates as may be required to calculate such excess
arbitrage profits separately from records of amounts on deposit in the funds and accounts
of the City allocable to other obligations of the City or moneys which do not represent
gross proceeds of any obligations of the City and retain such records for at least six years
after the day on which the last outstanding Bond is discharged, (ii) account for all gross
proceeds under a reasonable, consistently applied method of accounting, not employed as
an artifice or device to avoid in whole or in part, the requirements of Section 148 of the
Code, including any specified method of accounting required by applicable Regulations to
be used for all or a portion of any gross proceeds, (iii) calculate, at such times as are
required by applicable Regulations, the amount of excess arbitrage profits, if any, earned
from the investment of the gross proceeds of the Tax -Exempt Certificates and (iv) timely
pay, as required by applicable Regulations, all amounts required to be rebated to the federal
government. In addition, the City will exercise reasonable diligence to assure that no errors
are made in the calculations required by the preceding sentence and, if such an error is
made, to discover and promptly correct such error within a reasonable amount of time
thereafter, including payment to the federal government of any delinquent amounts owed
to it, interest thereon and any penalty.
(ix) The City will not directly or indirectly pay any amount otherwise payable
to the federal government pursuant to the foregoing requirements to any person other than
the federal government by entering into any investment arrangement with respect to the
gross proceeds of the Tax -Exempt Certificates that might result in a reduction in the
amount required to be paid to the federal government because such arrangement results in
a smaller profit or a larger loss than would have resulted if such arrangement had been at
arm's length and had the yield on the Tax -Exempt Certificates not been relevant to either
party.
(x) The City will timely file or cause to be filed with the Secretary of the
Treasury of the United States the information required by Section 149(e) of the Code with
respect to the Tax -Exempt Certificates on such form and in such place as the Secretary may
prescribe.
(xi) The City will not issue or use the Tax -Exempt Certificates as part of an
"abusive arbitrage device" (as defined in Section 1.148-10(a) of the Regulations). Without
limiting the foregoing, the Tax -Exempt Certificates are not and will not be a part of a
transaction or series of transactions that attempts to circumvent the provisions of Section
148 of the Code and the Regulations, by (i) enabling the City to exploit the difference
between tax-exempt and taxable interest rates to gain a material financial advantage, or (ii)
increasing the burden on the market for tax-exempt obligations.
(xii) Proper officers of the City charged with the responsibility for issuing the
Tax -Exempt Certificates are hereby directed to make, execute and deliver certifications as
to facts, estimates or circumstances in existence as of the date of issuance of the Tax -
Exempt Certificates and stating whether there are facts, estimates or circumstances that
would materially change the City's expectations. On or after the date of issuance of the
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4130-0226-7922.2
Tax -Exempt Certificates, the City will take such actions as are necessary and appropriate
to assure the continuous accuracy of the representations contained in such certificates.
(xiii) The covenants and representations made or required by this Section are for
the benefit of the Tax -Exempt Certificate holders and any subsequent Tax -Exempt
Certificate holder, and may be relied upon by the Tax -Exempt Certificate holders and any
subsequent Tax -Exempt Certificate holder and bond counsel to the City.
(b) In complying with the foregoing covenants, the City may rely upon an unqualified
opinion issued to the City by nationally recognized bond counsel that any action by the City or
reliance upon any interpretation of the Code or Regulations contained in such opinion will not
cause interest on the Tax -Exempt Certificates to be includable in gross income for federal income
tax purposes under existing law.
(c) Notwithstanding any other provision of this Ordinance, the City's representations
and obligations under the covenants and provisions of this Section shall survive the defeasance
and discharge of the Tax -Exempt Certificates for as long as such matters are relevant to the
exclusion of interest on the Tax -Exempt Certificates from the gross income of the owners for
federal income tax purposes.
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01 Events of Default.
Each of the following occurrences or events for the purpose of this Ordinance is hereby
declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the
Certificates when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement,
or obligation of the City, which default materially and adversely affects the rights of the
Owners, including but not limited to their prospect or ability to be repaid in accordance
with this Ordinance, and the continuation thereof for a period of sixty (60) days after notice
of such default is given by any Owner to the City.
Section 10.02 Remedies for Default.
(a) Upon the happening of any Event of Default, then any Owner or an authorized
representative thereof, including but not limited to a trustee or trustees therefor, may proceed
against the City for the purpose of protecting and enforcing the rights of the Owners under this
Ordinance by mandamus or other suit, action or special proceeding in equity or at law in any court
of competent jurisdiction for any relief permitted by law, including the specific performance of
any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be
unlawful or in violation of any right of the Owners hereunder or any combination of such remedies.
25
4130-0226-7922.2
(b) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Owners of Certificates then outstanding.
Section 10.03 Remedies Not Exclusive.
(a) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy, but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given hereunder or under the Certificates or now or hereafter existing at law
or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the
right to accelerate the debt evidenced by the Certificates shall not be available as a remedy under
this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
ARTICLE XI
DISCHARGE
Section 11.01 Discharize.
Except as otherwise provided in the Pricing Certificate, the Certificates may be defeased,
discharged or refunded in any manner permitted by applicable law.
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01 Annual Reports.
(a) The City shall provide annually to the MSRB, (1) within six (6) months after the
end of each fiscal year of the City, financial information and operating data with respect to the
City of the general type included in the final Official Statement authorized by Section 7.01 of this
Ordinance, being information of the type described in Exhibit A hereto, including financial
statements of the City if audited financial statements of the City are then available, and (2) if not
provided as part such financial information and operating data, audited financial statements of the
City, when and if available. Any financial statements to be provided shall be (i) prepared in
accordance with the accounting principles described in Exhibit A, or such other accounting
principles as the City may be required to employ from time to time pursuant to state law or
regulation, and (ii) audited, if the City commissions an audit of such financial statements and the
audit is completed within the period during which they must be provided. If the audit of such
financial statements is, not complete within twelve (12) months after any such fiscal year end, then
the City shall file unaudited financial statements within such 12-month period and audited financial
statements for the applicable fiscal year, when and if the audit report on such financial statements
becomes available.
(b) If the City changes its fiscal year, it will notify the MSRB of the change (and of the
date of the new fiscal year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section.
26
4130-0226-7922.2
(c) The financial information and operating data to be provided pursuant to this Section
may be set forth in full in one or more documents or may be included by specific referenced to any
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to the MSRB or filed with the SEC.
Section 12.02 Event Notices.
(a) The City shall notify the MSRB, in a timely manner (not in excess of ten (10)
Business Days after the occurrence of an event), of any of the following events with respect to the
Certificates:
(i) principal and interest payment delinquencies;
(ii) nonpayment related defaults, if material;
(iii) unscheduled draws on debt service reserves reflecting financial difficulties;
(iv) unscheduled draws on credit enhancements reflecting financial difficulties;
(v) substitution of credit or liquidity providers, or their failure to perform;
(vi) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with respect to the tax status of the
Certificates, or other material events affecting the tax status of the Certificates;
(vii) modifications to rights of Owners, if material;
(viii) redemption calls, if material, and tender offers;
(ix) defeasances;
(x) release, substitution, or sale of property securing repayment of the
Certificates, if material;
(xi) rating changes;
(xii) bankruptcy, insolvency, receivership or similar event of the City;
(xiii) the consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other than in the ordinary
course of business, the entry into a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material; and
(xiv) appointment of a successor Paying Agent/Registrar or change in the name
of the Paying Agent/Registrar, if material.
27
4130-0226-7922.2
As used in clause (xii) above, the phrase "bankruptcy, insolvency, receivership or
similar event" means the appointment of a receiver, fiscal agent or similar officer for the
City in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under
state or federal law in which a court of governmental authority has assumed jurisdiction
over substantially all of the assets or business of the City, or if jurisdiction has been
assumed by leaving the City Council and official or officers of the City in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of
an order confirming a plan of reorganization, arrangement or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the
assets or business of the City.
(b) The City shall notify the MSRB, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with Section 12.01 of this Ordinance
by the time required by such Section.
Section 12.03 Identifying Information.
All documents provided to the MSRB pursuant to this Article shall be provided in an
electronic format and be accompanied by identifying information as prescribed by the MSRB.
Section 12.04 Limitations, Disclaimers and Amendments.
(a) The City shall be obligated to observe and perform the covenants specified in this
Article for so long as, but only for so long as, the City remains an "obligated person" with, respect
to the Certificates within the meaning of the Rule, except that the City in any event will give notice
of any Certificate calls and any defeasances that cause the City to be no longer an "obligated
person."
(b) The provisions of this Article are for the sole benefit of the Owners and beneficial
owners of the Certificates, and nothing in this Article, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes
to provide only the financial information, operating data, financial statements, and notices which
it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Article or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
28
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(c) No default by the City in observing or performing its obligations under this Article
shall constitute a breach of or default under the Ordinance for purposes of any other provisions of
this Ordinance.
(d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit
the duties of the City under federal and state securities laws.
(e) The provisions of this Article may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law, or
a change in the identity, nature, status, or type of operations of the City, but only if (i) the provisions
of this Article, as so amended, would have permitted an underwriter to purchase or sell Certificates
in the primary offering of the Certificates in compliance with the Rule, taking into account any
amendments or interpretations of the Rule to the date of such amendment, as well as such changed
circumstances, and (ii) either (A) the Owners of a majority in aggregate principal amount (or any
greater amount required by any other provisions of this Ordinance that authorizes such an
amendment) of the outstanding Certificates consent to such amendment or (B) an entity or
individual person that is unaffiliated with the City (such as nationally recognized bond counsel)
determines that such amendment will not materially impair the interests of the Owners and
beneficial owners of the Certificates. If the City so amends the provisions of this Article, it shall
include with any amended financial information or operating data next provided in accordance
with Section 12.01 an explanation, in narrative form, of the reasons for the amendment and of the
impact of any change in type of financial information or operating data so provided.
ARTICLE XIII
AMENDMENTS; ATTORNEY GENERAL MODIFICATION
Section 13.01 Amendments.
This Ordinance shall constitute a contract with the Owners, be binding on the City, and
shall not be amended or repealed by the City so long as any Certificate remains outstanding except
as permitted in this Section. The City may, without consent of or notice to any Owners, from time
to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the
Owners, including the curing of any ambiguity, inconsistency, or formal defect or omission herein.
In addition, the City may, with the written consent of the Owners of the Certificates holding a
majority in aggregate principal amount of the Certificates then outstanding, amend, add to, or
rescind any of the provisions of this Ordinance; provided that, without the consent of all Owners
of outstanding Certificates, no such amendment, addition, or rescission shall (i) extend the time or
times of payment of the principal of and interest on the Certificates, reduce the principal amount
thereof, the redemption price, or the rate of interest thereon, or in any other way modify the terms
of payment of the principal of or interest on the Certificates, (ii) give any preference to any
Certificate over any other Certificate, or (iii) reduce the aggregate principal amount of Certificates
required to be held by Owners for consent to any such amendment, addition, or rescission.
Section 13.02 Attorney General Modification.
In order to obtain the approval of the Certificates by the Attorney General of the State of
Texas, any provision of this Ordinance may be modified, altered or amended after the date of its
29
4130-0226-7922.2
adoption if required by the Attorney General in connection with the Attorney General's
examination as to the legality of the Certificates and approval thereof in accordance with the
applicable law. Such changes, if any, shall be provided to the City Secretary and the City Secretary
shall insert such changes into this Ordinance as if approved on the date hereof.
ARTICLE XIV
EFFECTIVE IMMEDIATELY
Section 14.01 Effective Immediately.
Notwithstanding the provisions of the City Charter, this Ordinance shall become effective
immediately upon its adoption at this meeting pursuant to Section 1201.028, Texas Government
Code.
[Signature Page Follows]
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4130-0226-7922.2
PRESENTED, FINALLY PASSED AND APPROVED, AND EFFECTIVE on the
22"d day of March, 2018, at a regular meeting of the City Council of the City of Lubbock, Texas.
DANIEL M. POPE, Mayor
ATTEST:
REBIACCA GARZA, City S
[SEAL]
APPROVED AS TO CONTENT:
By: '-;�L ��
D. KOST LICH, Chief Financial Officer
APPROVED AS TO FORM:
By: _ (7�
JERRY V. KYLE, JR., Bond Counsel
Signature Page for Ordinance
4130-0226-7922.2
EXHIBIT A
DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION*
The following information is referred to in Article XII of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or other
headings of the Official Statement referred to) below:
1. The portions of the financial statements of the City appended to the Official
Statement as APPENDIX B, but for the most recently concluded fiscal year.
2. Statistical and financial data set forth in the Official Statement in "APPENDIX A -
FINANCIAL INFORMATION REGARDING THE CITY" (Tables 1-5 and 7-17).
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in Paragraph 1 above.
* Subject to any changes prescribed by the Pricing Certificate.
Exhibit A-1
4130-0226-7922.2
EXHIBIT B
SALE PARAMETERS
In accordance with Section 7.01(a) of the Ordinance, the following conditions with respect
to the Certificates must be satisfied in order for the Authorized Officer to act on behalf of the City
in selling and delivering Certificates to the Purchaser:
(a) the price to be paid for the Certificates of any series shall not be less than 90% of
the aggregate principal amount of the Certificates of such series;
(b) the Certificates of any series shall not bear interest at a rate greater than the
maximum rate allowed by Chapter 1204, Texas Government Code, as amended;
(c) no Certificates shall mature later than twenty-one (21) years after the date of its
delivery;
(d) the principal amount of the Certificates of each series shall produce proceeds in an
amount sufficient, as determined by the Authorized Officer, to fund the purpose(s) identified in
Section 3.01 being financed by the issuance of the Certificates of such series; the aggregate
principal amount of Certificates issued for Public Safety Improvements Project Purposes shall not
exceed the maximum amount authorized by clause (i) of Section 3.01(b); and the aggregate
principal amount of Certificates issued for Consolidated Municipal Purposes shall not exceed the
maximum amount authorized by clause (ii) of Section 3.01(b); and
(e) the Certificates to be issued, prior to delivery, must have been rated by a nationally
recognized rating agency for municipal securities in one of the four highest rating categories for
long term obligations.
Exhibit B-1
4130-0226-7922.2
EXHIBIT C
FORM OF THE CERTIFICATES
The form of the Certificates, including the form of the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying
Agent/Registrar and the form of Assignment appearing on the Certificates, shall be generally as
follows, provided, however, that the substantially final form of the Certificates shall be set forth
in or attached to the Pricing Certificate and shall incorporate and reflect the final terms of the
Certificates set forth in the Pricing Certificate:
(a) Form of Certificate.
REGISTERED
No.
United States of America
REGISTERED
State of Texas
County of Lubbock
CITY OF LUBBOCK, TEXAS
TAX AND WATERWORKS SYSTEM SURPLUS REVENUE
CERTIFICATES OF OBLIGATION
[TAXABLE] SERIES 2018[I
CERTIFICATE
INTEREST RATE: MATURITY DATE: DATE CUSIP NUMBER
The City of Lubbock (the "City"), in the County of Lubbock, State of Texas, for value
received, hereby promises to pay to
or registered assigns, on the Maturity Date specified above, the sum of
DOLLARS
unless this Certificate shall have been sooner called for redemption and the payment of the
principal hereof shall have been paid or provided for, and to pay interest on such principal amount
from the later of the Certificate Date specified above or the most recent interest payment date to
which interest has been paid or provided for until payment of such principal, amount has been paid
or provided for, at the per annum rate of interest specified above, computed on the basis of a
360-day year of twelve 30-day months, such interest to be paid semiannually on February 15 and
' Information to be inserted from Pricing Certificate.
Exhibit C-1
4130-0226-7922.2
August 15 of each year, commencing 2. All capitalized terms used herein but not defined
shall have the meaning assigned to them in the Ordinance (defined below).
The principal of this Certificate shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Certificate
at the corporate trust office in Dallas, Texas (the "Designated Payment/Transfer Office"), of The
Bank of New York Mellon Trust Company, National Association, the initial Paying
Agent/Registrar or, with respect to a successor Paying Agent/Registrar, at the Designated
Payment/Transfer Office of such successor. Interest on this Certificate is payable by check dated
as of the interest payment date, and will be mailed by the Paying Agent/Registrar to the registered
owner at the address shown on the registration books kept by the Paying Agent/Registrar or by
such other customary banking arrangement acceptable to the Paying Agent/Registrar and the
registered owner; provided, however, such registered owner shall bear all risk and expenses of
such customary banking arrangement. At the option of an Owner of at least $1,000,000 principal
amount of the Certificates, interest may be paid by wire transfer to the bank account of such Owner
on file with the Paying Agent/Registrar. For the purpose of the payment of interest on this
Certificate, the registered owner shall be the person in whose name this Certificate is registered at
the close of business on the "Record Date," which shall be the last Business Day of the month next
preceding such interest payment date; provided, however, that in the event of nonpayment of
interest on a scheduled payment date and for 30 days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (the "Special Payment
Date," which shall be 15 days after the Special Record Date) shall be sent at least five Business
Days prior to the Special Record Date by first-class United States mail, postage prepaid, to the
address of each owner of a Certificate appearing in the registration books of the Paying
Agent/Registrar at the close of business on the last Business Day next preceding the date of mailing
of such notice.
If the date for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or
authorized by law or executive order to close, the date for such payment shall be the next
succeeding day that is not a Saturday, Sunday, legal holiday, or day on which banking institutions
are required or authorized to close, and payment on such date shall have the same force and effect
as if made on the original date payment was due.
This Certificate is one of a series of fully registered certificates specified in the title hereof
issued in the aggregate principal amount of $ 3 (herein referred to as the "Certificates"),
issued pursuant to a certain ordinance of the City (the "Ordinance") for the purpose of paying
contractual obligations to be incurred for authorized public improvements (collectively, the
"Project"), as described in the Ordinance, and to pay the contractual obligations for professional
services of attorneys, financial advisors and other professionals in connection with the Project and
the issuance of the Certificates.
Z Information to be inserted from Pricing Certificate.
3 Information to be inserted from Pricing Certificate.
Exhibit C-2
4130-0226-7922.2
[The City has reserved the option to redeem the Certificates maturing on or after
February 15, 20_, in whole or in part, before their respective scheduled maturity dates, on
, 20_, or on any date thereafter, at a price equal to the principal amount of the
Certificates so called for redemption plus accrued interest to the date fixed for redemption. If less
than all of the Certificates are to be redeemed, the City shall determine the maturity or maturities
and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot
or other customary method that results in a random selection the Certificates, or portions thereof,
within such maturity and in such principal amounts, for redemption]4
[Certificates maturing on February 15 in each of the years through _, inclusive (the
"Term Certificates"), are subject to mandatory sinking fund redemption prior to their scheduled
maturity, and will be redeemed by the City, in part at a redemption price equal to the principal
amount thereof, without premium, plus interest accrued to the redemption date, on the dates and
in the principal amounts shown in the following schedule:
Term Certificates Maturing February 15, 20
Redemption Date Principal Amount
February 15, 20_
February 15, 20_
February 15, 20_ (maturity)
The Paying Agent/Registrar will select by lot or by any other customary method that results
in a random selection the specific Term Certificates or with respect to Term Certificates having a
denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed by mandatory
redemption. The principal amount of Term Certificates required to be redeemed on any
redemption date pursuant to the foregoing mandatory sinking fund redemption provisions hereof
shall be reduced, at the option of the City, by the principal amount of any Certificates which, at
least forty-five (45) days prior to the mandatory sinking fund redemption date (i) shall have been
acquired by the City at a price not exceeding the principal amount of such Certificates plus accrued
interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for
cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions
hereof and not previously credited to a mandatory sinking fund redemption.]5
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than thirty (30) days before the date fixed for redemption, to the registered owner
of each of the Certificates to be redeemed in whole or in part. In the Ordinance, the City reserves
the right in the case of an optional redemption to give notice of its election or direction to redeem
Certificates conditioned upon the occurrence of subsequent events. Such notice may state (i) that
the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an
amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar,
or such other entity as may be authorized by law, no later than the redemption date or (ii) that the
City retains the right to rescind such notice at any time prior to the scheduled redemption date if
the City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying
' Insert optional redemption provisions, if any, and revise as necessary to conform to the Pricing Certificate.
5 Insert mandatory sinking fund redemption provisions, if any, and conform as necessary to the Pricing Certificate.
Exhibit C-3
4130-0226-7922.2
Agent/Registrar to rescind the redemption notice, and such notice and redemption shall be of no
effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded.
The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice
of redemption to the affected owners. Any Certificates subject to conditional redemption where
redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an
event of default. Further, in the case of a conditional redemption, the failure of the City to make
moneys and/or authorized securities available in part or in whole on or before the redemption date
shall not constitute an event of default.
As provided in the Ordinance, and subject to certain limitations therein set forth, this
Certificate is transferable upon surrender of this Certificate for transfer at the designated office of
the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable
to the Paying Agent/Registrar; thereupon, one or more new fully registered Certificates of the same
stated maturity, of authorized denominations, bearing the same rate of interest, and for the same
aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer or
exchange any Certificate called for redemption where such redemption is scheduled to occur
within forty five (45) calendar days of the transfer or exchange date; provided, however, such
limitation shall not be applicable to an exchange by the registered owner of the uncalled principal
balance of a Certificate.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Certificate is registered as the owner hereof for the purpose of receiving payment as
herein provided (except interest shall be paid to the person in whose name this Certificate is
registered on the Record Date or Special Record Date, as applicable) and for all other purposes,
whether or not this Certificate be overdue, and neither the City nor the Paying Agent/Registrar
shall be affected by notice to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Certificate and the
series of which it is a part is duly authorized by law; that all acts, conditions, and things to be done
precedent to and in the issuance of the Certificates have been properly done and performed and
have happened in regular and due time, form, and manner as required by law; that ad valorem taxes
upon all taxable property in the City have been levied for and pledged to the payment of the debt
service requirements of the Certificates within the limit prescribed by law; that, in addition to said
taxes, further provisions have been made for the payment of the debt service requirements of the
Certificates by pledging to such purpose Surplus Revenues, as defined in the Ordinance, derived
by the City from the operation of the Waterworks System in an amount limited to $1,000; that
when so collected, such taxes and Surplus Revenues shall be appropriated to such purposes; and
that the total indebtedness of the City, including the Certificates, does not exceed any constitutional
or statutory limitation.
Exhibit C-4
4130-0226-7922.2
IN WITNESS WHEREOF, the City has caused this Certificate to be executed by the
manual or facsimile signature of the Mayor of the City and countersigned by the manual or
facsimile signature of the City Secretary, and the official seal of the City has been duly impressed
or placed in facsimile on this Certificate.
Mayor, City of Lubbock, Texas
City Secretary,
City of Lubbock, Texas
[SEAL]
(b) Form of Comptroller's Registration Certificate. The following Comptroller's
Registration Certificate may be deleted from the definitive Certificates if such certificate on the
Initial Certificate is fully executed.
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
OF THE STATE OF TEXAS §
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Certificate has been examined by him as
required by law, that he finds that it has been issued in conformity with the Constitution and laws
of the State of Texas, and that it is a valid and binding obligation of the City of Lubbock, Texas;
and that this Certificate has this day been registered by me.
Witness my hand and seal of office at Austin, Texas,
[SEAL] Comptroller of Public Accounts of the State
of Texas
(c) Form of Certificate of Paying Agent/Registrar. The following Certificate of
Paying Agent/Registrar may be deleted from the Initial Certificate if the Comptroller's
Registration Certificate appears thereon.
Exhibit C-5
4130-0226-7922.2
CERTIFICATE OF PAYING AGENT/REGISTRAR
The records of the Paying Agent/Registrar show that the Initial Certificate of this series of
Certificates was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas, and that this is one of the Certificates
referred to in the within -mentioned Ordinance.
Dated:
(d) Form of Assignment.
as Paying Agent/Registrar
ASSIGNMENT
an
Authorized Signatory
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or
typewrite name, address and Zip Code of transferee):
(Social Security or other identifying number: ) the within
Certificate and all rights hereunder and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate on the books kept for registration
hereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed By:
Authorized Signatory
NOTICE: The signature on this Assignment
must correspond with the name of the
registered owner as it appears on the face of
the within Certificate in every particular and
must be guaranteed in a manner acceptable to
the Paying Agent/Registrar.
(e) The Initial Certificate shall be in the form set forth in paragraphs (a), (b) and (d) of
this Section, except for the following alterations:
(i) immediately under the name of the Certificate the headings "INTEREST
RATE" and "MATURITY DATE" shall both be completed with the words "As shown
below"; and
(ii) in the first paragraph of the Certificate, the words "on the Maturity Date
specified above" shall be deleted and the following will be inserted: "on February 15 in
Exhibit C-6
4130-0226-7922.2
each of the years, in the principal installments and bearing interest at the per annum rates
set forth in the following schedule:
Years Principal Installments Interest Rate
(Information to be inserted from the Pricing Certificate
pursuant to Section 3.02 of this Ordinance)
Exhibit C-7
4130-0226-7922.2
March 22, 2018
The Attorney General of Texas
Public Finance Section
William P. Clements Building, 71h Floor
300 West 15th Street
Austin, Texas 78701
Re: City of Lubbock, Texas -
Certificates of Obligation,
"Obligations")
Ladies and Gentlemen:
The Comptroller of Public Accounts
Public Finance Division
I I I East 17th Street
Austin, Texas 78701
Tax and Waterworks System Surplus Revenue
Series 2018A and Taxable Series 2018B (the
The captioned Obligations are being sent to the Office of the Attorney General, and it is
requested that such office examine and approve the Obligations in accordance with law. After
such approval, it is requested that the Attorney General deliver the Obligations to the
Comptroller of Public Accounts for registration.
Enclosed with the Obligations is a signed but undated copy of the GENERAL
CERTIFICATE (the "Certificate") relating to the Obligations. The Attorney General is hereby
authorized and directed to date the Certificate concurrently with the date of approval of the
Obligations. If any litigation or contest should develop pertaining to the Obligations or any other
matters covered by said Certificate, the undersigned will notify the Attorney General thereof
immediately by telephone. With this assurance the Attorney General can rely on the absence of
any such litigation or contest, and on the veracity and currency of said Certificate, at the time the
Attorney General approves the Obligations unless the Attorney General is notified otherwise as
aforesaid.
The Comptroller is hereby requested to register the Obligations as required by law and
the proceedings authorizing the Obligations. After such registration, the Comptroller is hereby
authorized and directed to deliver the Obligations, together with three copies of each of the
Attorney General's Approving Opinion and Comptroller's Certificate for the Obligations, to
Jerry V. Kyle, Jr., Orrick, Herrington & Sutcliffe LLP, 500 West 2nd Street, Suite 1900,
Austin, TX 78701.
CITY OF LUBBOCK, TEXAS
By: L11jV
Mayor
4134-6864-8210.1
GENERAL CERTIFICATE
We, the undersigned, Mayor, City Manager and City Secretary, respectively, of the City of
Lubbock, Texas (the "City"), do hereby certify the following information:
1. This certificate relates to the City of Lubbock, Texas, Tax and Waterworks System
Surplus Revenue Certificates of Obligation, Series 2018A and Tax and Waterworks System
Surplus Revenue Certificates of Obligation 2018B (collectively, the "Certificates"). Capitalized
terms used herein and not otherwise defined shall have the meaning assigned thereto in the
ordinance (the "Ordinance") of the City Council authorizing the issuance of the Certificates.
2. The total tax supported debt of the City, after giving effect to the issuance of the
proposed Certificates, is $
3. The assessed value of property for the purpose of taxation in the City of Lubbock,
Texas, as shown by its official tax rolls for the year 2017, being its latest approved official
assessment rolls is $ , which amount is net of the amount of any exemptions to which
property otherwise subject to taxation was entitled pursuant to applicable provisions of the
Constitution and laws of the State of Texas.
4. A true and correct copy of the debt service schedule for the Certificates and all other
outstanding indebtedness of the City payable from ad valorem taxes is set forth in the table entitled
"Table 9-General Obligation Debt Service Requirements" included in "APPENDIX A - Financial
Information Regarding the City" to the City's Official Statement pertaining to the Certificates (the
"Official Statement"), such debt service schedule being incorporated herein by reference for all
purposes.
5. The City of Lubbock, Texas, is a duly incorporated Home Rule City, with a
population greater than 50,000, and is operating and existing under the Constitution and laws of
the State of Texas and the duly adopted Home Rule Charter of the City. The Home Rule Charter
was last amended at an election held in the City on November 2, 2004.
6. The following are duly qualified and acting, elected or appointed officials of the
City of Lubbock, Texas:
Daniel M. Pope, Mayor
Latrelle Joy, Mayor Pro Tern
W. Jarrett Atkinson, City Manager
D. Blu Kostelich, Chief Financial Officer
Rebecca Garza, City Secretary
Juan A. Chadis
Shelia Patterson Harris ) Members of
Jeff Griffith ) the Council
Steve Massengale )
Karen Gibson )
7. No litigation of any nature has been filed or is now pending to restrain or enjoin the
issuance or delivery of the Certificates or which would affect the provisions made for their
4131-1711-3106.1
payment or security, or in any manner questioning the proceedings or authority concerning the
issuance of the Certificates, and so far as we know and believe, no such litigation is threatened.
8. Neither the corporate existence nor the boundaries of the City, nor the title of its
present officers to their respective offices is being contested, and so far as we know and believe,
no litigation is threatened regarding such matters, and no authority or proceedings for the issuance
of the Certificates have been repealed, revoked or rescinded.
9. There has not been filed or presented to the City Secretary or the City Council any
petition protesting, challenging or otherwise questioning the issuance of the Certificates.
10. No bond proposition to authorize the issuance of bonds for the same purpose as any
of the projects being financed with the proceeds of the Certificates was submitted to the voters of
the City during the preceding three years and failed to be approved.
11. The Ordinance was duly adopted by the City Council on March 22, 2018.
12. That with respect to the contracts executed in connection with the authorization and
issuance of the Bonds:
a. all disclosure filings and acknowledgements required by Section 2252.908, Texas
Government Code, and the rules of the Texas Ethics Commission related to said
provision, have been made;
b. pursuant to Section 2270.002, Texas Government Code, the City has not entered
and is not entering into governmental contracts with companies that Boycott Israel
(as such term is defined in Section 2270.001, Texas Government Code); and
C. pursuant to Section 2252.152, Texas Government Code, the City has not entered
and will not enter into a governmental contract with a company that is identified on
a list prepared and maintained by the Comptroller of Public Accounts under
Sections 806.051, 807.051, or 2252.153, Texas Government Code.
13. A true and correct statement of the revenues and expenses of the Waterworks
System for fiscal years 2013, 2014, 2015, 2016, and 2017 together with a true and correct copy of
an excerpt of current rates and charges for the services of the System, is attached hereto as Exhibit
A.
14. Except for the pledge of income and revenues of the System to the payment of: (i)
water supply contracts with the Canadian River Municipal Water Authority, (ii) the Certificates,
and (ii) the obligations set forth in Exhibit B hereto, none of the City's debts or obligations will be
secured by a lien on and pledge of the revenues or income of the System.
15. To the extent that the City uses any proceeds of the Certificates to purchase real
property, the City will comply with Section 252.051, Texas Local Government Code.
16. The City is not in default in the payment of principal and interest on its debt
obligations.
4131-1711-3106.1 -2-
17. The descriptions and statements of or pertaining to the City contained in its Official
Statement, and any addenda, supplement or amendment with respect to such descriptions or
statements thereto, on the date of such Official Statement, on the date of sale of the Certificates
and on the date of the delivery, were and are true and correct in all material respects.
18. Insofar as the City and its affairs, including its financial affairs, are concerned, such
Official Statement did not and does not contain an 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.
19. Insofar as the descriptions and statements, including financial data of or pertaining
to entities other than the City and their activities contained in such Official Statement are
concerned, such statements and data have been obtained from sources which the City believes to
be reliable and the City has no reason to believe that they are untrue in any material respect.
20. There has been no material adverse change in the financial condition and affairs of
the City since the date of the Official Statement.
21. The undersigned Mayor and City Secretary officially executed and signed the
Certificates, including the Initial Certificate delivered to the initial purchasers of the Certificates,
by manually executing the Certificates or by causing facsimiles of our manual signatures to be
imprinted or copied on each of the Certificates, and we hereby adopt said manual or facsimile
signatures as our own, respectively, and declare that said facsimile signatures constitute our
signatures the same as if we had manually signed each of the Certificates.
22. The Certificates, including the Initial Certificate delivered to the initial purchasers
of the Certificates, are substantially in the form, and have been duly executed and signed in the
manner, prescribed in the Ordinance.
23. At the time the undersigned Mayor and City Secretary so executed and signed the
Certificates we were, and at the time of executing this certificate we are, the duly chosen, qualified,
and acting officers indicated therein, and authorized to execute the same.
24. We have caused the official seal of the City to be impressed, or printed, or copied
on each of the Certificates; and said seal on the Certificates has been duly adopted as, and is hereby
declared to be, the official seal of the City.
[EXECUTION PAGES FOLLOW]
4131-1711-3106.1 -3-
EXECUTED AND DELIVERED this
40-0---
MANUAL SIGNATURE
STATE OF TEXAS
COUNTY OF LUBBOCK
OFFICIAL TITLE
Mayor, City of Lubbock, Texas
Before me, the undersigned authority, on this day personally appeared Daniel M. Pope,
Mayor, of the City of Lubbock, Texas, known to me to be such person who signed the above and
foregoing certificate in my presence and acknowledged to me that such person executed the above
and foregoing certificate for the purposes therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS [�Jl
O1PFY PUeGC JENNIFER SOWDER CLEMENTS
* * Notary Public, State of Texas
_ Notary ID# 12497068.3
[SEAL] �r4�00 ' My Commission Expires 06.28.2020
iNoiary ruwic,
and for the State of Texas
Signature Page for General Certificate
4131-1711-3106.1
EXECUTED AND DELIVERED this AA%-*
MANUAL SIGNATURE
STATE OF TEXAS
COUNTY OF LUBBOCK
OFFICIAL TITLE
City Manager, City of Lubbock, Texas
Before me, the undersigned authority, on this day personally appeared W. Jarrett Atkinson,
City Manager, of the City of Lubbock, Texas, known to me to be such person who signed the
above and foregoing certificate in my presence and acknowledged to me that such person executed
the above and foregoing certificate for the purposes therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS /A
('' .
?O�PpY Pue�/O JE7otary
WDER CLEMENTS
lic, State of Texas
SEAL D# 12497068.3srP'Mn Expires 06-28.2020
a&j- I 4'
otary Public,
In and for the State of Texas
Signature Page for General Certificate
4131-1711-3106.1
EXECUTED AND DELIVERED this
MANUAL SIGNATURE
STATE OF TEXAS
OFFICIAL TITLE
k/- City Secretary, City of Lubbock, Texas
L)
COUNTY OF LUBBOCK
Before me, the undersigned authority, on this day personally appeared Rebecca Garza, City
Secretary, of the City of Lubbock, Texas, known to me to be such person who signed the above
and foregoing certificate in my presence and acknowledged to me that such person executed the
above and foregoing certificate for the purposes therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS AffifIj 1/( �71
?0 Vky PUe� C JENNIFER SOWDER CLEMENTS
* Notary Public, State of Texas
Notary ID# 12497068-3
[SEAL] Sr' 00 My Commission Expires 06-28.2020
r
otary Pu lic,
In and for the State of Texas
Signature Page for General Certificate
4131-1711-3106.1
Exhibit A
4131-1711-3106.1 A-1
Fxhihit R
[REVISE]
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2017, dated
February 16, 2017, issued in the original principal amount of $35,000,000
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2016, dated
April 15, 2016, issued in the original principal amount of $98,500,000
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2015, dated
April 15, 2015, issued in the original principal amount of $102,490,000
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2014, dated
May 1, 2014, issued in the original principal amount of $62,900,000
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2013, dated
May 21, 2013, issued in the original principal amount of $49,440,000
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2012, dated
April 1, 2012, issued in the original principal amount of $66,075,000
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2011, dated
March 15, 2011, issued in the original principal amount of $112,230,000
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2010C, dated
October 1, 2010, issued in the original principal amount of $41,000,000
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2010A, dated
February 4, 2010, issued in the original principal amount of $48,955,000
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2010B (Build
America Bonds - Direct Payment), dated February 4, 2010, issued in the original principal amount
of $96,540,000
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2010, dated
January 1, 2010, issued in the original principal amount of $19,945,000
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2009, dated
March 1, 2009, issued in the original principal amount of $58,705,000
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2008A, dated
June 15, 2008, issued in the original principal amount of $22,615,000
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2008, dated
April 15, 2008, issued in the original principal amount of $80,485,000
4131-1711-3106.1 B-1
MINUTES AND CERTIFICATION PERTAINING TO
PASSAGE OF AN ORDINANCE
STATE OF TEXAS
COUNTY OF LUBBOCK
CITY OF LUBBOCK
On the 22nd day of March, 2018, the City Council of the City of Lubbock, Texas, convened
in a regular meeting at the regular meeting place thereof, the meeting being open to the public and
notice of said meeting, giving the date, place and subject thereof, having been posted as prescribed
by Chapter 551, Texas Government Code, as amended; and the roll was called of the duly
constituted officers and members of the City Council, which officers and members are as follows:
Daniel M. Pope, Mayor Juan A. Chadis )
Latrelle Joy, Mayor Pro Tern Shelia Patterson Harris ) Members of
Jeff Griffith ) the Council
Steve Massengale )
Karen Gibson )
W. Jarrett Atkinson, City Manager
D. Blu Kostelich, Chief Financial Officer
Rebecca Garza, City Secretary
and all of said persons were present except NZA , thus constituting a quorum.
Whereupon, among other business, a written Ordinance bearing the following caption was
introduced:
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY
OF LUBBOCK, TEXAS, TAX AND WATERWORKS SYSTEM
SURPLUS REVENUE CERTIFICATES OF OBLIGATION, IN
ONE OR MORE SERIES; LEVYING A TAX AND PLEDGING
SURPLUS WATERWORKS SYSTEM REVENUES IN
PAYMENT THEREOF; PROVIDING FOR THE AWARD OF
THE SALE THEREOF IN ACCORDANCE WITH SPECIFIED
PARAMETERS; APPROVING THE OFFICIAL STATEMENT;
APPROVING EXECUTION OF A PURCHASE CONTRACT;
AND ENACTING OTHER PROVISIONS RELATING THERETO
The Ordinance, a full, true and correct copy of which is attached hereto, was read and
reviewed by the City Council. Thereupon, it was duly moved and seconded that the Ordinance be
passed and adopted.
The Presiding Officer put the motion to a vote of the members of the City Council, and the
Ordinance was passed and adopted by the following vote:
AYES: 7 NOES: 0 ABSTENTIONS: 0
4146-5956-8402.1
MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT, and to
correctly reflect the duly constituted officers and members of the City Council of said City, and
the attached and following copy of said Ordinance is hereby certified to be a true and correct copy
of an official copy thereof on file among the official records of the City, all on this the 22nd day
of March, 2018.
- (� J'6� -"'
City ecretary
City of Lubbock, Texas
[SEAL]
4146-5956-8402.1
PRICING CERTIFICATE
City of Lubbock, Texas
Tax and Waterworks System Surplus Revenue
Certificates of Obligation, Series 2018A
Re: $ City of Lubbock, Texas, Tax and Waterworks System Surplus Revenue
Certificates of Obligation, Series 2018A (the "Certificates")
I, the undersigned officer of the City of Lubbock, Texas (the "City"), do hereby make and
execute this Pricing Certificate pursuant to an ordinance adopted by the City Council of the City
on March 22, 2018 (the "Ordinance") authorizing the issuance of the Certificates. Capitalized
terms used in this Pricing Certificate shall have the meanings given such terms in the Ordinance.
1. As authorized by Section 7.01 of the Ordinance, I have acted on behalf of the City in selling
the Certificates to the Underwriters pursuant to the terms of a purchase contract in substantially
the form accepted, approved, and authorized pursuant to Section 7.01 of the Ordinance, for the
sum of $ (representing the principal amount of $ , plus a premium of
$ and less an underwriters' discount of $ ), and having the following
terms, conditions, and provisions, all as authorized pursuant to Section 7.01 of the Ordinance:
A. The Certificates shall be issued in the aggregate principal amount of
$ , shall be dated April 15, 2018 (the "Certificate Date") and bear interest from their
date of delivery and shall mature on February 15 in the years and in the principal amounts and bear
interest payable on February 15 and August 15 of each year, commencing February 15, 2019, at
the rates set forth in the following schedule:
Year
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
Principal
Installments Interest Rates
Year
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
Principal
Installments Interest Rates
B. Optional Redemption. The Certificates maturing on and after February 15, 2029
are subject to optional redemption, in whole or from time to time, in part, in integral multiples of
$5,000 on February 15, 2028, or on any date thereafter, at a redemption price of par, plus accrued
interest to the date fixed for redemption.
4157-1699-1762.1
C. Mandatory Redemption. The Certificates maturing on February 15, 20_ (the
"Term Certificates") are subject to mandatory sinking fund redemption prior to their scheduled
maturity, and will be redeemed by the City, in part at a redemption price equal to the principal
amount thereof, without premium, plus interest accrued to the redemption date, on the dates and
in the principal amounts shown in the following schedule:
Term Certificates Maturing February 15, 20
Mandatory
Redemption Date Principal
(February 15) Amount
20_
20
* Final maturity
Redemption
Price
100%
100%
The Paying Agent/Registrar will select by lot or by any other customary method that results
in a random selection the specific Term Certificates (or with respect to Term Certificates
having a denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed
by mandatory redemption. The principal amount of Term Certificates required to be
redeemed on any redemption date pursuant to the foregoing mandatory sinking fund
redemption provisions hereof shall be reduced, at the option of the City, by the principal
amount of any Term Certificates which, at least 45 days prior to the mandatory sinking
fund redemption date (i) shall have been acquired by the City at a price not exceeding the
principal amount of such Term Certificates plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been
redeemed pursuant to the optional redemption provisions hereof and not previously
credited to a mandatory sinking fund redemption.
D. In accordance with the parameters contained in Section 7.01 and Exhibit B of the
Ordinance, the undersigned does hereby find, certify, and represent that the foregoing terms of the
Certificates satisfy the following requirements and parameters contained within such Section 7.01
and Exhibit B:
(i) the price to be paid for the Certificates is not less than 90% of the aggregate
principal amount of the Certificates;
(ii) the Certificates do not bear interest at a rate greater than the maximum rate
allowed by Chapter 1204, Texas Government Code, as amended;
(iii) the aggregate principal amount of the Certificates produces proceeds
sufficient to fund the purposes described in Section 3.01 of the Ordinance and such
aggregate principal amount does not exceed the maximum amount authorized in Section
3.01 of the Ordinance;
4157-1699-1762.1 2
(iv) the final maturity for the Certificates is February 15, 20_, which does not
exceed the maximum maturity of twenty-one (21) years from their date of delivery; and
(v) the Certificates have been rated by a nationally recognized rating agency
for municipal securities in one of the four highest rating categories for long term
obligations.
2. The proceeds of the Certificates shall be applied as follows:
A. premium in the amount of $
and
shall be used to pay costs of issuance;
B. proceeds from the sale of the Certificates in the amount of $
(representing $ of the principal amount of the Certificates, together with
$ of premium realized on the sale of the Certificates) shall be deposited to special
accounts of the City for the purposes of paying the costs of the Project described in Section 3.01
of the Ordinance.
3. The principal amount of the Certificates, together with the amount of premium (identified
in Paragraph 2.13.) to be used for the purpose of paying the costs of the Project described in Section
3.01 of the Ordinance, does not exceed the maximum amount set forth in the notice of intent to
issue the Certificates published by the City.
4. The Certificates shall be issued substantially in the form attached hereto as Exhibit A.
5. The undersigned hereby finds that the terms and conditions of the sale of the Certificates
are in the best interest of the City and are the most advantageous reasonably available to the City.
[SIGNATURE PAGE FOLLOWS]
4157-1699-1762.1 3
Executed as
2018.
Authorized Off er
[Signature Page for Pricing Certificate for Series 2018A Certificates of Obligation]
4157-1699-1762.1
IWXIIII II:1
The form of the Certificates, including the form of the Registration Certificate of
the Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying
Agent/Registrar and the form of Assignment appearing on the Certificates, shall be generally as
follows:
(a) Form of Certificate.
REGISTERED
No.
United States of America
State of Texas
County of Lubbock
CITY OF LUBBOCK, TEXAS
TAX AND WATERWORKS SYSTEM SURPLUS REVENUE
INTEREST RATE:
CERTIFICATES OF OBLIGATION
SERIES 2019A
MATURITY DATE:
% , 20_
CERTIFICATE
DATE:
April 15, 2018
REGISTERED
CUSIP NUMBER:
The City of Lubbock (the "City"), in the County of Lubbock, State of Texas, for
value received, hereby promises to pay to
or registered assigns, on the Maturity Date specified above, the sum of
DOLLARS
unless this Certificate shall have been sooner called for redemption and the payment of the
principal hereof shall have been paid or provided for, and to pay interest on such principal amount
from the later of May 1, 2018 or the most recent interest payment date to which interest has been
paid or provided for until payment of such principal amount has been paid or provided for, at the
per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-
day months, such interest to be paid semiannually on February 15 and August 15 of each year,
commencing February 15, 2019. All capitalized terms used herein but not defined shall have the
meaning assigned to them in the Ordinance (defined below).
The principal of this Certificate shall be payable without exchange or collection
charges in lawful money of the United States of America upon presentation and surrender of this
Certificate at the corporate trust office in Dallas, Texas (the "Designated Payment/Transfer
Office"), of The Bank of New York Mellon Trust Company, N.A., the initial Paying
Agent/Registrar, or, with respect to a successor Paying Agent/Registrar, at the Designated
Payment/Transfer Office of such successor. Interest on this Certificate is payable by check dated
4157-1699-1762. l A-1
as of the interest payment date, and will be mailed by the Paying Agent/Registrar to the registered
owner at the address shown on the registration books kept by the Paying Agent/Registrar or by
such other customary banking arrangement acceptable to the Paying Agent/Registrar and the
registered owner; provided, however, such registered owner shall bear all risk and expenses of
such customary banking arrangement. At the option of an Owner of at least $1,000,000 principal
amount of the Certificates, interest may be paid by wire transfer to the bank account of such Owner
on file with the Paying Agent/Registrar. For the purpose of the payment of interest on this
Certificate, the registered owner shall be the person in whose name this Certificate is registered at
the close of business on the "Record Date," which shall be the last business day of the month next
preceding such interest payment date; provided, however, that in the event of nonpayment of
interest on a scheduled payment date and for 30 days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (the "Special Payment
Date," which shall be 15 days after the Special Record Date) shall be sent at least five business
days prior to the Special Record Date by first-class United States mail, postage prepaid, to the
address of each owner of a Certificate appearing in the registration books of the Paying
Agent/Registrar at the close of business on the last business day next preceding the date of mailing
of such notice.
If the date for the payment of the principal of or interest on this Certificate shall be
a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or
authorized by law or executive order to close, the date for such payment shall be the next
succeeding day that is not a Saturday, Sunday, legal holiday, or day on which banking institutions
are required or authorized to close, and payment on such date shall have the same force and effect
as if made on the original date payment was due.
This Certificate is one of a series of fully registered certificates specified in the title
hereof issued in the aggregate principal amount of $ (herein referred to as the
"Certificates"), issued pursuant to a certain ordinance of the City (the "Ordinance") for the purpose
of paying contractual obligations to be incurred for authorized public improvements (collectively,
the "Project"), as described in the Ordinance, and to pay the contractual obligations for
professional services of attorneys, financial advisors and other professionals in connection with
the Project and the issuance of the Certificates.
The City has reserved the option to redeem the Certificates maturing on or after
February 15, 2029, in whole or in part, before their respective scheduled maturity dates, on
February 15, 2028, or on any date thereafter, at a price equal to the principal amount of the
Certificates so called for redemption plus accrued interest to the date fixed for redemption. If less
than all of the Certificates are to be redeemed, the City shall determine the maturity or maturities
and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot
or other customary method that results in a random selection the Certificates, or portions thereof,
within such maturity and in such principal amounts, for redemption.
Certificates maturing on February 15, 20_ (the "Term Certificates") are subject to
mandatory sinking fund redemption prior to their scheduled maturity, and will be redeemed by the
4157-1699-1762.1 A-2
City, in part at a redemption price equal to the principal amount thereof, without premium, plus
interest accrued to the redemption date, on the dates and in the principal amounts shown in the
following schedule:
Term Certificates Maturing February 15, 20
Mandatory
Redemption Date Principal Redemption
(February 15) Amount Price
20
20—*
* Final maturity
100%
100%
The Paying Agent/Registrar will select by lot or by any other customary method
that results in a random selection the specific Term Certificates (or with respect to Term
Certificates having a denomination in excess of $5,000, each $5,000 portion thereof) to be
redeemed by mandatory redemption. The principal amount of Term Certificates required to be
redeemed on any redemption date pursuant to the foregoing mandatory sinking fund redemption
provisions hereof shall be reduced, at the option of the City, by the principal amount of any Term
Certificates which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall
have been acquired by the City at a price not exceeding the principal amount of such Term
Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying
Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional
redemption provisions hereof and not previously credited to a mandatory sinking fund redemption.
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than thirty (30) days before the date fixed for redemption, to the registered owner
of each of the Certificates to be redeemed in whole or in part. In the Ordinance, the City reserves
the right in the case of an optional redemption to give notice of its election or direction to redeem
Certificates conditioned upon the occurrence of subsequent events. Such notice may state (i) that
the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an
amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar,
or such other entity as may be authorized by law, no later than the redemption date or (ii) that the
City retains the right to rescind such notice at any time prior to the scheduled redemption date if
the City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying
Agent/Registrar to rescind the redemption notice, and such notice and redemption shall be of no
effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded.
The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice
of redemption to the affected owners. Any Certificates subject to conditional redemption where
redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an
event of default. Further, in the case of a conditional redemption, the failure of the City to make
moneys and/or authorized securities available in part or in whole on or before the redemption date
shall not constitute an event of default.
4157-1699-1762.1 A-3
As provided in the Ordinance, and subject to certain limitations therein set forth,
this Certificate is transferable upon surrender of this Certificate for transfer at the designated office
of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable
to the Paying Agent/Registrar; thereupon, one or more new fully registered Certificates of the same
stated maturity, of authorized denominations, bearing the same rate of interest, and for the same
aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer
or exchange any Certificate called for redemption where such redemption is scheduled to occur
within forty five (45) calendar days of the transfer or exchange date; provided, however, such
limitation shall not be applicable to an exchange by the registered owner of the uncalled principal
balance of a Certificate.
The City, the Paying Agent/Registrar, and any other person may treat the person in
whose name this Certificate is registered as the owner hereof for the purpose of receiving payment
as herein provided (except interest shall be paid to the person in whose name this Certificate is
registered on the Record Date or Special Record Date, as applicable) and for all other purposes,
whether or not this Certificate be overdue, and neither the City nor the Paying Agent/Registrar
shall be affected by notice to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Certificate
and the series of which it is a part is duly authorized by law; that all acts, conditions, and things to
be done precedent to and in the issuance of the Certificates have been properly done and performed
and have happened in regular and due time, form, and manner as required by law; that ad valorem
taxes upon all taxable property in the City have been levied for and pledged to the payment of the
debt service requirements of the Certificates within the limit prescribed by law; that, in addition to
said taxes, further provisions have been made for the payment of the debt service requirements of
the Certificates by pledging to such purpose Surplus Revenues, as defined in the Ordinance,
derived by the City from the operation of the Waterworks System in an amount limited to $1,000;
that when so collected, such taxes and Surplus Revenues shall be appropriated to such purposes;
and that the total indebtedness of the City, including the Certificates, does not exceed any
constitutional or statutory limitation.
IN WITNESS WHEREOF, the City has caused this Certificate to be executed by
the manual or facsimile signature of the Mayor of the City and countersigned by the manual or
facsimile signature of the City Secretary, and the official seal of the City has been duly impressed
or placed in facsimile on this Certificate.
Mayor, City of Lubbock, Texas
City Secretary,
City of Lubbock, Texas
4157-1699-1762.1 A-4
[SEAL]
(b) Form of Comptroller's Registration Certificate. The following Comptroller's
Registration Certificate may be deleted from the definitive Certificates if such certificate on the
Initial Certificate is fully executed.
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
OF THE STATE OF TEXAS
I hereby certify that there is on file and of record in my office a certificate of the
Attorney General of the State of Texas to the effect that this Certificate has been examined by him
as required by law, that he finds that it has been issued in conformity with the Constitution and
laws of the State of Texas, and that it is a valid and binding obligation of the City of Lubbock,
Texas; and that this Certificate has this day been registered by me.
Witness my hand and seal of office at Austin, Texas,
[SEAL] Comptroller of Public Accounts
of the State of Texas
(c) Form of Certificate of Paying Agent/Registrar. The following Certificate of Paying
Agent/Registrar may be deleted from the Initial Certificate if the Comptroller's Registration
Certificate appears thereon.
CERTIFICATE OF PAYING AGENT/REGISTRAR
The records of the Paying Agent/Registrar show that the Initial Certificate of this
series of Certificates was approved by the Attorney General of the State of Texas and registered
by the Comptroller of Public Accounts of the State of Texas, and that this is one of the Certificates
referred to in the within -mentioned Ordinance.
Dated:
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Paying Agent/Registrar
Authorized Signatory
(d) Form of Assignment.
ASSIGNMENT
4157-1699-1762. l A-$
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or
typewrite name, address and Zip Code of transferee):
(Social Security or other identifying number: ) the within Certificate and
all rights hereunder and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate on the books kept for registration hereof, with full power
of substitution in the premises.
Dated:
Signature Guaranteed By:
Authorized Signatory
NOTICE: The signature on this Assignment
must correspond with the name of the
registered owner as it appears on the face of
the within Certificate in every particular and
must be guaranteed in a manner acceptable to
the Paying Agent/Registrar.
(e) The Initial Certificate shall be in the form set forth in paragraphs (a), (b) and (d) of
this Section, except for the following alterations:
(i) immediately under the name of the Certificate the headings "INTEREST
RATE" and "MATURITY DATE" shall both be completed with the words "As shown
below" and the heading "CUSIP NUMBER" shall be deleted; and
(ii) in the first paragraph of the Certificate, the words "on the Maturity Date
specified above, the sum of DOLLARS" shall be deleted and the following
will be inserted: "on February 15 in each of the years, in the principal installments and
bearing interest at the per annum rates set forth in the following schedule:
Years Principal Installments Interest Rate
(Information to be inserted from the Pricing Certificate
pursuant to Section 3.02 of this Ordinance)
4157-1699-1762.1 A_(
PRICING CERTIFICATE
City of Lubbock, Texas
Tax and Waterworks System Surplus Revenue
Certificates of Obligation, Taxable Series 2018B
Re: $ City of Lubbock, Texas, Tax and Waterworks System Surplus Revenue
Certificates of Obligation, Taxable Series 2018B (the "Certificates")
I, the undersigned officer of the City of Lubbock, Texas (the "City"), do hereby make and
execute this Pricing Certificate pursuant to an ordinance adopted by the City Council of the City
on March 22, 2018 (the "Ordinance") authorizing the issuance of the Certificates. Capitalized
terms used in this Pricing Certificate shall have the meanings given such terms in the Ordinance.
1. As authorized by Section 7.01 of the Ordinance, I have acted on behalf of the City in selling
the Certificates to the Underwriters pursuant to the terms of a purchase contract in substantially
the form accepted, approved, and authorized pursuant to Section 7.01 of the Ordinance, for the
sum of $ (representing the principal amount of $ , plus a premium of
$ and less an underwriters' discount of $ ), and having the following
terms, conditions, and provisions, all as authorized pursuant to Section 7.01 of the Ordinance:
A. The Certificates shall be issued in the aggregate principal amount of
$ , shall be dated April 15, 2018 (the "Certificate Date") and bear interest from their
date of delivery and shall mature on February 15 in the years and in the principal amounts and bear
interest payable on February 15 and August 15 of each year, commencing February 15, 2019, at
the rates set forth in the following schedule:
Year
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
Principal
Installments Interest Rates
Year
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
Principal
Installments Interest Rates
B. Optional Redemption. The Certificates maturing on and after February 15, 2029
are subject to optional redemption, in whole or from time to time, in part, in integral multiples of
$5,000 on February 15, 2028, or on any date thereafter, at a redemption price of par, plus accrued
interest to the date fixed for redemption.
4148-6541-8514.1
C. Mandatory Redemption. The Certificates maturing on February 15, 20_ (the
"Term Certificates") are subject to mandatory sinking fund redemption prior to their scheduled
maturity, and will be redeemed by the City, in part at a redemption price equal to the principal
amount thereof, without premium, plus interest accrued to the redemption date, on the dates and
in the principal amounts shown in the following schedule:
Term Certificates Maturing February 15, 20
Mandatory
Redemption Date Principal
(February 15) Amount
20
20—*
* Final maturity
Redemption
Price
100%
100%
The Paying Agent/Registrar will select by lot or by any other customary method that results
in a random selection the specific Term Certificates (or with respect to Term Certificates
having a denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed
by mandatory redemption. The principal amount of Term Certificates required to be
redeemed on any redemption date pursuant to the foregoing mandatory sinking fund
redemption provisions hereof shall be reduced, at the option of the City, by the principal
amount of any Term Certificates which, at least 45 days prior to the mandatory sinking
fund redemption date (i) shall have been acquired by the City at a price not exceeding the
principal amount of such Term Certificates plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been
redeemed pursuant to the optional redemption provisions hereof and not previously
credited to a mandatory sinking fund redemption.
D. In accordance with the parameters contained in Section 7.01 and Exhibit B of the
Ordinance, the undersigned does hereby find, certify, and represent that the foregoing terms of the
Certificates satisfy the following requirements and parameters contained within such Section 7.01
and Exhibit B:
(i) the price to be paid for the Certificates is not less than 90% of the aggregate
principal amount of the Certificates;
(ii) the Certificates do not bear interest at a rate greater than the maximum rate
allowed by Chapter 1204, Texas Government Code, as amended;
(iii) the aggregate principal amount of the Certificates produces proceeds
sufficient to fund the purposes described in Section 3.01 of the Ordinance and such
aggregate principal amount does not exceed the maximum amount authorized in Section
3.01 of the Ordinance;
2
4148-6541-8514.1
(iv) the final maturity for the Certificates is February 15, 20_, which does not
exceed the maximum maturity of twenty-one (21) years from their date of delivery; and
(v) the Certificates have been rated by a nationally recognized rating agency
for municipal securities in one of the four highest rating categories for long term
obligations.
2. The proceeds of the Certificates shall be applied as follows:
A. premium in the amount of $
and
shall be used to pay costs of issuance;
B. proceeds from the sale of the Certificates in the amount of $
(representing $ of the principal amount of the Certificates, together with
$ of premium realized on the sale of the Certificates) shall be deposited to special
accounts of the City for the purposes of paying the costs of the Project described in Section 3.01
of the Ordinance.
3. The principal amount of the Certificates, together with the amount of premium (identified
in Paragraph 2.13.) to be used for the purpose of paying the costs of the Project described in Section
3.01 of the Ordinance, does not exceed the maximum amount set forth in the notice of intent to
issue the Certificates published by the City.
4. The Certificates shall be issued substantially in the form attached hereto as Exhibit A.
5. The undersigned hereby finds that the terms and conditions of the sale of the Certificates
are in the best interest of the City and are the most advantageous reasonably available to the City.
[SIGNATURE PAGE FOLLOWS]
3
4148-6541-8514.1
Executed as
018.
I
Authorized Offic
[Signature Page for Pricing Certificate for Series 2018B Certificates of Obligation]
4148-6541-8514.1
EXHIBIT A
The form of the Certificates, including the form of the Registration Certificate of
the Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying
Agent/Registrar and the form of Assignment appearing on the Certificates, shall be generally as
follows:
(a) Form of Certificate.
REGISTERED
No.
United States of America
REGISTERED
State of Texas
County of Lubbock
CITY OF LUBBOCK, TEXAS
TAX AND WATERWORKS SYSTEM SURPLUS REVENUE
CERTIFICATES OF OBLIGATION
TAXABLE SERIES 2018B
CERTIFICATE
INTEREST RATE: MATURITY DATE: DATE: CUSIP NUMBER:
% , 20_ April 15, 2018
The City of Lubbock (the "City"), in the County of Lubbock, State of Texas, for
value received, hereby promises to pay to
or registered assigns, on the Maturity Date specified above, the sum of
DOLLARS
unless this Certificate shall have been sooner called for redemption and the payment of the
principal hereof shall have been paid or provided for, and to pay interest on such principal amount
from the later of May 1, 2018 or the most recent interest payment date to which interest has been
paid or provided for until payment of such principal amount has been paid or provided for, at the
per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-
day months, such interest to be paid semiannually on February 15 and August 15 of each year,
commencing February 15, 2019. All capitalized terms used herein but not defined shall have the
meaning assigned to them in the Ordinance (defined below).
The principal of this Certificate shall be payable without exchange or collection
charges in lawful money of the United States of America upon presentation and surrender of this
Certificate at the corporate trust office in Dallas, Texas (the "Designated Payment/Transfer
Office"), of The Bank of New York Mellon Trust Company, N.A., the initial Paying
Agent/Registrar, or, with respect to a successor Paying Agent/Registrar, at the Designated
Payment/Transfer Office of such successor. Interest on this Certificate is payable by check dated
A-1
4148-6541-8514.1
as of the interest payment date, and will be mailed by the Paying Agent/Registrar to the registered
owner at the address shown on the registration books kept by the Paying Agent/Registrar or by
such other customary banking arrangement acceptable to the Paying Agent/Registrar and the
registered owner; provided, however, such registered owner shall bear all risk and expenses of
such customary banking arrangement. At the option of an Owner of at least $1,000,000 principal
amount of the Certificates, interest may be paid by wire transfer to the bank account of such Owner
on file with the Paying Agent/Registrar. For the purpose of the payment of interest on this
Certificate, the registered owner shall be the person in whose name this Certificate is registered at
the close of business on the "Record Date," which shall be the last business day of the month next
preceding such interest payment date; provided, however, that in the event of nonpayment of
interest on a scheduled payment date and for 30 days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (the "Special Payment
Date," which shall be 15 days after the Special Record Date) shall be sent at least five business
days prior to the Special Record Date by first-class United States mail, postage prepaid, to the
address of each owner of a Certificate appearing in the registration books of the Paying
Agent/Registrar at the close of business on the last business day next preceding the date of mailing
of such notice.
If the date for the payment of the principal of or interest on this Certificate shall be
a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or
authorized by law or executive order to close, the date for such payment shall be the next
succeeding day that is not a Saturday, Sunday, legal holiday, or day on which banking institutions
are required or authorized to close, and payment on such date shall have the same force and effect
as if made on the original date payment was due.
This Certificate is one of a series of fully registered certificates specified in the title
hereof issued in the aggregate principal amount of $ (herein referred to as the
"Certificates"), issued pursuant to a certain ordinance of the City (the "Ordinance") for the purpose
of paying contractual obligations to be incurred for authorized public improvements (collectively,
the "Project"), as described in the Ordinance, and to pay the contractual obligations for
professional services of attorneys, financial advisors and other professionals in connection with
the Project and the issuance of the Certificates.
The City has reserved the option to redeem the Certificates maturing on or after
February 15, 2029, in whole or in part, before their respective scheduled maturity dates, on
February 15, 2028, or on any date thereafter, at a price equal to the principal amount of the
Certificates so called for redemption plus accrued interest to the date fixed for redemption. If less
than all of the Certificates are to be redeemed, the City shall determine the maturity or maturities
and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot
or other customary method that results in a random selection the Certificates, or portions thereof,
within such maturity and in such principal amounts, for redemption.
Certificates maturing on February 15, 20_ (the "Term Certificates") are subject to
mandatory sinking fund redemption prior to their scheduled maturity, and will be redeemed by the
A-2
4148-6541-8514.1
City, in part at a redemption price equal to the principal amount thereof, without premium, plus
interest accrued to the redemption date, on the dates and in the principal amounts shown in the
following schedule:
Term Certificates Maturing February 15, 20
Mandatory
Redemption Date Principal
(February 15) Amount
20_
20—*
* Final maturity
Redemption
Price
100%
100%
The Paying Agent/Registrar will select by lot or by any other customary method
that results in a random selection the specific Term Certificates (or with respect to Term
Certificates having a denomination in excess of $5,000, each $5,000 portion thereof) to be
redeemed by mandatory redemption. The principal amount of Term Certificates required to be
redeemed on any redemption date pursuant to the foregoing mandatory sinking fund redemption
provisions hereof shall be reduced, at the option of the City, by the principal amount of any Term
Certificates which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall
have been acquired by the City at a price not exceeding the principal amount of such Term
Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying
Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional
redemption provisions hereof and not previously credited to a mandatory sinking fund redemption.
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than thirty (30) days before the date fixed for redemption, to the registered owner
of each of the Certificates to be redeemed in whole or in part. In the Ordinance, the City reserves
the right in the case of an optional redemption to give notice of its election or direction to redeem
Certificates conditioned upon the occurrence of subsequent events. Such notice may state (i) that
the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an
amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar,
or such other entity as may be authorized by law, no later than the redemption date or (ii) that the
City retains the right to rescind such notice at any time prior to the scheduled redemption date if
the City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying
Agent/Registrar to rescind the redemption notice, and such notice and redemption shall be of no
effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded.
The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice
of redemption to the affected owners. Any Certificates subject to conditional redemption where
redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an
event of default. Further, in the case of a conditional redemption, the failure of the City to make
moneys and/or authorized securities available in part or in whole on or before the redemption date
shall not constitute an event of default.
A-3
4148-6541-8514.1
As provided in the Ordinance, and subject to certain limitations therein set forth,
this Certificate is transferable upon surrender of this Certificate for transfer at the designated office
of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable
to the Paying Agent/Registrar; thereupon, one or more new fully registered Certificates of the same
stated maturity, of authorized denominations, bearing the same rate of interest, and for the same
aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer
or exchange any Certificate called for redemption where such redemption is scheduled to occur
within forty five (45) calendar days of the transfer or exchange date; provided, however, such
limitation shall not be applicable to an exchange by the registered owner of the uncalled principal
balance of a Certificate.
The City, the Paying Agent/Registrar, and any other person may treat the person in
whose name this Certificate is registered as the owner hereof for the purpose of receiving payment
as herein provided (except interest shall be paid to the person in whose name this Certificate is
registered on the Record Date or Special Record Date, as applicable) and for all other purposes,
whether or not this Certificate be overdue, and neither the City nor the Paying Agent/Registrar
shall be affected by notice to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Certificate
and the series of which it is a part is duly authorized by law; that all acts, conditions, and things to
be done precedent to and in the issuance of the Certificates have been properly done and performed
and have happened in regular and due time, form, and manner as required by law; that ad valorem
taxes upon all taxable property in the City have been levied for and pledged to the payment of the
debt service requirements of the Certificates within the limit prescribed by law; that, in addition to
said taxes, further provisions have been made for the payment of the debt service requirements of
the Certificates by pledging to such purpose Surplus Revenues, as defined in the Ordinance,
derived by the City from the operation of the Waterworks System in an amount limited to $1,000;
that when so collected, such taxes and Surplus Revenues shall be appropriated to such purposes;
and that the total indebtedness of the City, including the Certificates, does not exceed any
constitutional or statutory limitation.
IN WITNESS WHEREOF, the City has caused this Certificate to be executed by
the manual or facsimile signature of the Mayor of the City and countersigned by the manual or
facsimile signature of the City Secretary, and the official seal of the City has been duly impressed
or placed in facsimile on this Certificate.
Mayor, City of Lubbock, Texas
City Secretary,
City of Lubbock, Texas
A-4
4148-6541-8514.1
[SEAL]
(b) Form of Comptroller's Registration Certificate. The following Comptroller's
Registration Certificate may be deleted from the definitive Certificates if such certificate on the
Initial Certificate is fully executed.
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS & REGISTER NO.
OF THE STATE OF TEXAS
I hereby certify that there is on file and of record in my office a certificate of the
Attorney General of the State of Texas to the effect that this Certificate has been examined by him
as required by law, that he finds that it has been issued in conformity with the Constitution and
laws of the State of Texas, and that it is a valid and binding obligation of the City of Lubbock,
Texas; and that this Certificate has this day been registered by me.
Witness my hand and seal of office at Austin, Texas,
[SEAL] Comptroller of Public Accounts
of the State of Texas
(c) Form of Certificate of Paving A eg nt/Re isg tray. The following Certificate of Paying
Agent/Registrar may be deleted from the Initial Certificate if the Comptroller's Registration
Certificate appears thereon.
CERTIFICATE OF PAYING AGENT/REGISTRAR
The records of the Paying Agent/Registrar show that the Initial Certificate of this
series of Certificates was approved by the Attorney General of the State of Texas and registered
by the Comptroller of Public Accounts of the State of Texas, and that this is one of the Certificates
referred to in the within -mentioned Ordinance.
Dated:
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Paying Agent/Registrar
Authorized Signatory
(d) Form of Assignment.
ASSIGNMENT
A-5
4148-6541-8514.1
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or
typewrite name, address and Zip Code of transferee):
(Social Security or other identifying number: ) the within Certificate and
all rights hereunder and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate on the books kept for registration hereof, with full power
of substitution in the premises.
Dated:
Signature Guaranteed By:
Authorized Signatory
NOTICE: The signature on this Assignment
must correspond with the name of the
registered owner as it appears on the face of
the within Certificate in every particular and
must be guaranteed in a manner acceptable to
the Paying Agent/Registrar.
(e) The Initial Certificate shall be in the form set forth in paragraphs (a), (b) and (d) of
this Section, except for the following alterations:
(i) immediately under the name of the Certificate the headings "INTEREST
RATE" and "MATURITY DATE" shall both be completed with the words "As shown
below" and the heading "CUSIP NUMBER" shall be deleted; and
(ii) in the first paragraph of the Certificate, the words "on the Maturity Date
specified above, the sum of DOLLARS" shall be deleted and the following
will be inserted: "on February 15 in each of the years, in the principal installments and
bearing interest at the per annum rates set forth in the following schedule:
Years Principal Installments Interest Rate
(Information to be inserted from the Pricing Certificate
pursuant to Section 3.02 of this Ordinance)
A-6
4148-6541-8514.1
PAYING AGENT/REGISTRAR AGREEMENT
between
CITY OF LUBBOCK, TEXAS
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
Pertaining to
City of Lubbock, Texas
Tax and Waterworks System Surplus Revenue Certificates of Obligation
Series 2018A
City of Lubbock, Texas
Tax and Waterworks System Surplus Revenue Certificates of Obligation
Taxable Series 2018B
Dated as of March 22 , 2018
4128-9861-6082.1
TABLE OF CONTENTS
Page
ARTICLE I APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR ................. I
Section1.01. Appointment...................................................................................................1
Section 1.02. Compensation.................................................................................................1
ARTICLE II DEFINITIONS...........................................................................................................2
Section2.01. Definitions...................................................................................................... 2
ARTICLE III PAYING AGENT.....................................................................................................3
Section 3.01. Duties of Paying Agent...................................................................................3
Section 3.02. Payment Dates................................................................................................ 4
Section 3.03. Merger, Conversion, Consolidation, or Succession.......................................4
ARTICLE IV REGISTRAR............................................................................................................4
Section 4.01. Transfer and Exchange...................................................................................4
Section 4.02. The Certificates...............................................................................................4
Section 4.03. Form of Register............................................................................................. 5
Section4.04. List of Owners................................................................................................ 5
Section 4.05. Cancellation of Certificates............................................................................ 5
Section 4.06. Mutilated, Destroyed, Lost, or Stolen Certificates.........................................5
Section 4.07. Transaction Information to Issuer...................................................................6
ARTICLE V THE BANK............................................................................................................... 6
Section 5.01.
Duties of Bank................................................................................................6
Section 5.02.
Reliance on Documents, Etc...........................................................................7
Section 5.03.
Recitals of Issuer............................................................................................7
Section 5.04.
May Hold Certificates....................................................................................8
Section 5.05.
Money Held by Bank...................................................................................... 8
Section 5.06.
Indemnification............................................................................................... 8
Section5.07.
Interpleader.....................................................................................................8
Section 5.08.
Legislative Contracting Requirements...........................................................9
ARTICLE VI MISCELLANEOUS PROVISIONS........................................................................9
Section6.01.
Amendment....................................................................................................9
Section6.02.
Assignment.....................................................................................................
9
Section6.03.
Notices............................................................................................................
9
Section 6.04.
Effect of Headings..........................................................................................
9
Section 6.05.
Successors and Assigns..................................................................................
9
Section6.06.
Separability...................................................................................................10
Section 6.07.
Benefits of Agreement..................................................................................10
Section 6.08.
Entire Agreement..........................................................................................10
Section 6.09.
Counterparts..................................................................................................10
Section6.10.
Termination..................................................................................................10
(i)
4128-9861-6082.1
Section 6.11. Governing Law.............................................................................................10
HOU:3772736.1
4128-9861-6082.1
PAYING AGENT/REGISTRAR AGREEMENT
THIS PAYING AGENT/REGISTRAR AGREEMENT (the or this "Agreement"), dated as
of , 2018, is by and between CITY OF LUBBOCK, TEXAS (the "Issuer"), and The
Bank of New York Mellon Trust Company, N.A. (the "Bank"), a national banking association.
WHEREAS, the Issuer has duly authorized and provided for the issuance of its Tax and
Waterworks System Surplus Revenue Certificates of Obligation, Series 2018A and its Tax and
Waterworks System Surplus Revenue Certificates of Obligation, Taxable 2018B (collectively, the
"Certificates"), dated April 15, 2018, to be issued as registered securities without coupons; and
WHEREAS, all things necessary to make the Certificates the valid obligations of the Issuer,
in accordance with their terms, will be taken upon the issuance and delivery thereof, and
WHEREAS, the Issuer is desirous that the Bank act as the Paying Agent of the Issuer in
paying the principal, redemption premium, if any, and interest on the Certificates, in accordance
with the terms thereof, and that the Bank act as Registrar for the Certificates; and
WHEREAS, the Issuer has duly authorized the execution and delivery of this Agreement,
and all things necessary to make this Agreement the valid agreement of the Issuer, in accordance
with its terms, have been done;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE I
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
(a) The Issuer hereby appoints the Bank to act as Paying Agent with respect to the
Certificates in paying to the Owners of the Certificates the principal, redemption premium, if any,
and interest on all or any of the Certificates.
(b) The Issuer hereby appoints the Bank as Registrar with respect to the Certificates.
(c) The Bank hereby accepts its appointment, and agrees to act as, the Paying Agent
and Registrar.
Section 1.02. Compensation.
(a) As compensation for the Bank's services as Paying Agent/Registrar, the Issuer
hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto for the
first year of this Agreement, or such part thereof as this Agreement shall be in effect, and thereafter
while this Agreement is in effect, the fees and amounts set forth in the Bank's current fee schedule
then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to
the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be
effective upon the first day of the following Fiscal Year.
4128-9861-6082.1
(b) In addition, the Issuer agrees to reimburse the Bank upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Bank in accordance
with any of the provisions hereof, including the reasonable compensation and the expenses and
disbursements of its agents and counsel.
ARTICLE II
DEFINITIONS
Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires, the following terms have the following
meanings when used in this Agreement:
"Bank" means The Bank of New York Mellon Trust Company, N.A.
"Bank Office" means the Bank's office in Dallas, Texas. The Bank will notify the Issuer
in writing of any change in location of the Bank Office.
"Business Day" means any day which is not a Saturday, Sunday or legal holiday or day on
which banking institutions in New York, New York are required or authorized by law or executive
order to close.
"Certificate" or "Certificates" means any or all of the Issuer's Tax and Waterworks System
Surplus Revenue Certificates of Obligation, Series 2018A and Issuer's Tax and Waterworks
System Surplus Revenue Certificates of Obligation, Taxable Series 2018B, dated April 15, 2018.
"Certificate Ordinance" means the ordinance of the City Council of the Issuer authorizing
the issuance and delivery of the Certificates.
"Financial Advisor" means RBC Capital Markets, LLC.
"Fiscal Year" means the 12 month period ending September 30th of each year.
"Issuer" means the City of Lubbock, Texas.
"Issuer Request" and "Issuer Order" means a written request or order signed in the name
of the Issuer by the Mayor of the Issuer, or any other authorized representative of the Issuer and
delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized by applicable
law to be closed.
"Owner" means the Person in whose name a Certificate is registered in the Register.
"Paying Agent" means the Bank when it is performing the functions associated with the
terms in this Agreement.
4128-9861-6082.1 -2-
"Person" means any individual, corporation, partnership, joint venture, association, joint
stock company, trust, unincorporated organization, or government or any agency or political
subdivision of a government.
"Predecessor Certificates" of any particular Certificate means every previous Certificate
evidencing all or a portion of the same obligation as that evidenced by such particular Certificate
(and, for the purposes of this definition, any Certificate registered and delivered under Section 4.06
in lieu of a mutilated, lost, destroyed or stolen Certificate shall be deemed to evidence the same
obligation as the mutilated, lost, destroyed or stolen Certificate).
"Record Date" means the last Business Day of the month next preceding an interest
payment date established by the Certificate Ordinance.
"Register" means a register in which the Issuer shall provide for the registration and
transfer of Certificates.
"Responsible Officer" when used with respect to the Bank means the Chairman or Vice
Chairman of the Board of Directors, the Chairman or Vice Chairman of the Executive Committee
of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary,
the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar
to those performed by any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
"Stated Maturity" means the date or dates specified in the Certificate Ordinance as the
fixed date on which the principal of the Certificates is due and payable or the date fixed in
accordance with the terms of the Certificate Ordinance for redemption of the Certificates, or any
portion thereof, prior to the fixed maturity date.
ARTICLE III
PAYING AGENT
Section 3.01. Duties of Paying Agent.
(a) The Bank, as Paying Agent and on behalf of the Issuer, shall pay to the Owner, at
the Stated Maturity and upon the surrender of the Certificate or Certificates so maturing at the
Bank Office, the principal amount of the Certificate or Certificates then maturing, and redemption
premium, if any, provided that the Bank shall have been provided by or on behalf of the Issuer
adequate funds to make such payment.
(b) The Bank, as Paying Agent and on behalf of the Issuer, shall pay interest when due
on the Certificates to each Owner of the Certificates (or their Predecessor Certificates) as shown
in the Register at the close of business on the Record Date, provided that the Bank shall have been
provided by or on behalf of the Issuer adequate funds to make such payments; such payments shall
be made by computing the amount of interest to be paid each Owner, preparing the checks, and
4128-9861-6082.1 -3-
mailing the checks on each interest payment date addressed to each Owner's address as it appears
in the Register on the Record Date.
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of, redemption premium, if any, and interest on the Certificates at the dates specified in the
Certificate Ordinance.
Section 3.03. Merger, Conversion, Consolidation, or Succession. Any corporation into
which the Paying Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion, or consolidation to which the Paying Agent
shall be a party, or any corporation succeeding to all or substantially all of the corporate trust
business of the Paying Agent shall be the successor of the Paying Agent hereunder without the
execution or filing of any paper or any further act on the part of either of the parties hereto.
ARTICLE IV
REGISTRAR
Section 4.01. Transfer and Exchanl;e.
(a) The Issuer shall keep the Register at the Bank Office, and subject to such reasonable
written regulations as the Issuer may prescribe, which regulations shall be furnished to the Bank
herewith or subsequent hereto by Issuer Order, the Issuer shall provide for the registration and
transfer of the Certificates. The Bank is hereby appointed "Registrar" for the purpose of registering
and transferring the Certificates as herein provided. The Bank agrees to maintain the Register while
it is Registrar. The Bank agrees to at all times maintain a copy of the Register at its office located
in the State of Texas.
(b) The Bank as Registrar hereby agrees that at any time while any Certificate is
outstanding, the Owner may deliver such Certificate to the Registrar for transfer or exchange,
accompanied by instructions from the Owner, or the duly authorized designee of the Owner,
designating the persons, the maturities, and the principal amounts to and in which such Certificate
is to be transferred and the addresses of such persons; the Registrar shall thereupon, within not
more than three (3) business days, register and deliver such Certificate or Certificates as provided
in such instructions. The provisions of the Certificate Ordinance shall control the procedures for
transfer or exchange set forth herein to the extent such procedures are in conflict with the
provisions of the Certificate Ordinance.
(c) Every Certificate surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed in a
manner satisfactory to the Bank, duly executed by the Owner thereof or his attorney duly
authorized in writing.
(d) The Bank may request any supporting documentation it feels necessary to effect a
re -registration.
Section 4.02. The Certificates. The Issuer shall provide an adequate inventory of
unregistered Certificates to facilitate transfers. The Bank covenants that it will maintain the
4128-9861-6082.1 -4-
unregistered Certificates in safekeeping and will use reasonable care in maintaining such
unregistered Certificates in safekeeping, which shall be not less than the care it maintains for debt
securities of other governments or corporations for which it serves as registrar, or which it
maintains for its own securities.
Section 4.03. Form of Register.
(a) The Bank as Registrar will maintain the records of the Register in accordance with
the Bank's general practices and procedures in effect from time to time. The Bank shall not be
obligated to maintain such Register in any form other than a form which the Bank has currently
available and currently utilizes at the time.
(b) The Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04. List of Owners.
(a) The Bank will provide the Issuer at any time requested by the Issuer, upon payment
of the cost, if any, of reproduction, a copy of the information contained in the Register. The Issuer
may also inspect the information in the Register at any time the Bank is customarily open for
business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to
convert the information into written form.
(b) The Bank will not release or disclose the content of the Register to any person other
than to, or at the written request of, an authorized officer or employee of the Issuer, except upon
receipt of a subpoena or court order or as otherwise required by law. Upon receipt of a subpoena
or court order the Bank will notify the Issuer so that the Issuer may contest the subpoena or court
order.
Section 4.05. Cancellation of Certificates. All Certificates surrendered for payment,
redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly
cancelled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already
cancelled, shall be promptly cancelled by the Bank. The Issuer may at any time deliver to the Bank
for cancellation any Certificates previously certified or registered and delivered which the Issuer
may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly
cancelled by the Bank. All cancelled Certificates held by the Bank shall be disposed of pursuant
to the Securities Exchange Act of 1934, as amended.
Section 4.06. Mutilated, Destroyed, Lost, or Stolen Certificates.
(a) Subject to the provisions of this Section 4.06, the Issuer hereby instructs the Bank
to deliver fully registered Certificates in exchange for or in lieu of mutilated, destroyed, lost, or
stolen Certificates as long as the same does not result in an over -issuance.
(b) If (i) any mutilated Certificate is surrendered to the Bank, or the Issuer and the Bank
receives evidence to their satisfaction of the destruction, loss, or theft of any Certificate, and (ii)
there is delivered to the Issuer and the Bank such security or indemnity as may be required by the
Bank to save and hold each of them harmless, then in the absence of notice to the Issuer or the
4128-9861-6082.1 -5 -
Bank that such Certificate has been acquired by a bona fide purchaser, the Issuer shall execute,
and upon its request the Bank shall register and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost, or stolen Certificate, a new Certificate of the same stated maturity and
of like tenor and principal amount bearing a number not contemporaneously outstanding.
(c) Every new Certificate issued pursuant to this Section in lieu of any mutilated,
destroyed, lost, or stolen Certificate shall constitute a replacement of the prior obligation of the
Issuer, whether or not the mutilated, destroyed, lost, or stolen Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of the Certificate Ordinance equally
and ratably with all other outstanding Certificates.
(d) Upon the satisfaction of the Bank and the Issuer that a Certificate has been
mutilated, destroyed, lost, or stolen, and upon receipt by the Bank and the Issuer of such indemnity
or security as they may require, the Bank shall cancel the Certificate number on the Certificate
registered with a notation in the Register that said Certificate has been mutilated, destroyed, lost,
or stolen; and a new Certificate shall be issued of the same series and of like tenor and principal
amount bearing a number, according to the Register, not contemporaneously outstanding.
(e) The Bank may charge the Owner the Bank's fees and expenses in connection with
issuing a new Certificate in lieu of or exchange for a mutilated, destroyed, lost, or stolen
Certificate.
(f) The Issuer hereby accepts the Bank's current blanket Certificate for lost, stolen, or
destroyed Certificates and any future substitute blanket Certificate for lost, stolen, or destroyed
Certificates that the Bank may arrange, and agrees that the coverage under any such blanket
Certificate is acceptable to it and meets the Issuer's requirements as to security or indemnity. The
Bank need not notify the Issuer of any changes in the security or other company giving such
Certificate or the terms of any such Certificate, provided that the amount of such Certificate is not
reduced below the amount of the Certificate on the date of execution of this Agreement. The
blanket Certificate then utilized by the Bank for lost, stolen, or destroyed Certificates by the Bank
is available for inspection by the Issuer on request.
Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Certificates it has paid pursuant to Section 3.01; Certificates it has delivered upon the transfer or
exchange of any Certificates pursuant to Section 4.01; and Certificates it has delivered in exchange
for or in lieu of mutilated, destroyed, lost, or stolen Certificates pursuant to Section 4.06 of this
Agreement.
ARTICLE V
THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein
and in accordance with the Certificate Ordinance and agrees to use reasonable care in the
performance thereof. The Bank hereby agrees to use the funds deposited with it for payment of the
principal of, redemption premium, if any, and interest on the Certificates to pay the Certificates as
4128-9861-6082.1 -6-
the same shall become due and further agrees to establish and maintain all accounts and funds as
may be required for the Bank to function as Paying Agent.
Section 5.02. Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any ordinance, resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, certificate, note, security, or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties. Without limiting the
generality of the foregoing statement, the Bank need not examine the ownership of any
Certificates, but is protected in acting upon receipt of Certificates containing an endorsement or
instruction of transfer or power of transfer which appears on its face to be signed by the Owner or
an attorney -in -fact of the Owner. The Bank shall not be bound to make any investigation into the
facts or matters stated in an ordinance, resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, certificate, note, security, or other paper or
document supplied by Issuer.
(e) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Certificates in the manner disclosed in the closing memorandum as prepared by the
Issuer's Financial Advisor or other agent. The Bank may act on a facsimile or e-mail transmission
of the closing memorandum acknowledged by the Financial Advisor or the Issuer as the final
closing memorandum. The Bank shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Bank's reliance upon. and compliance with such instructions.
(f) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(g) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer.
(a) The recitals contained herein and in the Certificates shall be taken as the statements
of the Issuer, and the Bank assumes no responsibility for their correctness.
4128-9861-6082.1 -7-
(b) The Bank shall in no event be liable to the Issuer, any Owner or Owners, or any
other Person for any amount due on any Certificate except as otherwise expressly provided herein
with respect to the liability of the Bank for its duties under this Agreement.
Section 5.04. May Hold Certificates. The Bank, in its individual or any other capacity,
may become the Owner or pledgee of Certificates and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05. Money Held by Bank.
(a) Money held by the Bank hereunder need not be segregated from any other funds
provided appropriate accounts are maintained.
(b) The Bank shall be under no liability for interest on any money received by it
hereunder.
(c) Subject to the provisions of Title 6, Texas Property Code, as amended, any money
deposited with the Bank for the payment of the principal, redemption premium, if any, or interest
on any Certificate and remaining unclaimed for three years after final maturity of the Certificate
has become due and payable will be paid by the Bank to the Issuer, and the Owner of such
Certificate shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank
with respect to such monies shall thereupon cease.
(d) The Bank will comply with the reporting requirements of Chapter 74 of the Texas
Property Code, as amended.
(e) The Bank shall deposit any moneys received from the Issuer into a trust account to
be held in a paying agent capacity for the payment of the Certificates, with such moneys in the
account that exceed the deposit insurance, available to the Issuer, provided by the Federal Deposit
Insurance Corporation to be fully collateralized with securities or obligations that are eligible under
the laws of the State of Texas and to the extent practicable under the laws of the United States of
America to secure and be pledged as collateral for trust accounts until the principal and interest on
the Certificates have been presented for payment and paid to the owner thereof. Payments made
from such trust account shall be made by check drawn on such trust account unless the owner of
such Certificates shall, at its own expense and risk, request such other medium of payment.
Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank, its officers, directors, employees, and agents for, and hold them harmless
against, any loss, liability, or expense incurred without negligence or bad faith on their part arising
out of or in connection with its acceptance or administration of the Bank's duties hereunder, and
under Article V of the Certificate Ordinance, including the cost and expense (including its counsel
fees) of defending itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties under this Agreement.
Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demands or controversy over its persons as well as funds on
deposit in a court of competent jurisdiction within the State of Texas; waive personal service of
any process; and agree that service of process by certified or registered mail, return receipt
4128-9861-6082.1 -8-
requested, to the address set forth in this Agreement shall constitute adequate service. The Issuer
and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of
competent jurisdiction within the State of Texas to determine the rights of any person claiming
any interest herein.
Section 5.08. Legislative Contracting Requirements.
(a) In accordance with Section 2270.002, Texas Government Code, the Bank hereby
verifies that the Bank: (i) does not Boycott Israel (as such term is defined in Section 2270.001,
Texas Government Code) and (ii) subject to or as otherwise required by applicable Federal law,
including, without limitation, 50 U.S.C. Section 4607, will not Boycott Israel during the term of
the Agreement; and
(b) Pursuant to Section 2252.152, Texas Government Code, neither the Bank nor any
wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the Bank is a
company currently listed by the Texas Comptroller of Public Accounts under Sections 806.051,
807.051, or 2252.153 of the Texas Government Code.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereof.
Section 6.02. Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown
below:
(a) if to the Issuer: City of Lubbock, Texas
1625 13th Street
Lubbock, Texas 79457
Attention: Chief Financial Officer
if to the Bank: The Bank of New York Mellon Trust Company, N.A.
2001 Bryan Street, 11 cn Floor
Dallas, Texas 75201
Section 6.04. Effect of Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
4128-9861-6082.1 -9-
Section 6.06. Separability. If any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.08. Entire Agreement. This Agreement and the Certificate Ordinance
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar, and if any conflict exists between this Agreement and the Certificate Ordinance,
the Certificate Ordinance shall govern.
Section 6.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same Agreement.
Section 6.10. Termination.
(a) This Agreement will terminate on the date of final payment by the Bank issuing its
checks for the final payment of principal, redemption premium, if any, and interest of the
Certificates.
(b) This Agreement may be earlier terminated upon sixty (60) days written notice by
either party; provided, that, no termination shall be effective until a successor has been appointed
by the Issuer and has accepted the duties imposed by this Agreement. A resigning Paying
Agent/Registrar may petition any court of competent jurisdiction for the appointment of a
successor Paying Agent/Registrar if an instrument of acceptance by a successor Paying
Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within sixty (60)
days after the giving of notice of resignation.
(c) The provisions of Section 1.02 and of Article Five shall survive and remain in full
force and effect following the termination of this Agreement.
Section 6.11. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[Signature Page to Follow]
4128-9861-6082.1 -10-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
CITY OF LUBBOCK, TEXAS
By:
Mayor
ATTEST:
City Vecretary
[Signature pagefor Paying Agent/Registrar Agreement for
Tax and Waterworks System Surplus Revenue Certificates of Obligation]
4128-9861-6082.1
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By:
Title:
[Signature page for Paying Agent/Registrar Agreement for
Tax and Waterworks System Surplus Revenue Certificates of Obligation]
4128-9861-6082.1
ANNEX "A"
SCHEDULE OF FEES FOR SERVICE AS PAYING AGENT/REGISTRAR
4128-9861-6082.1
CLOSING CERTIFICATE
I, the undersigned official of the City of Lubbock, Texas (the "City"), acting in my official
capacity, in connection with the issuance and delivery by the City of Lubbock, Texas, of its Tax
and Waterworks System Surplus Revenue Certificates of Obligation, Series 2018A and Tax and
Waterworks System Surplus Revenue Certificates of Obligation, Series 2018B (collectively, the
"Certificates"), hereby certify that:
1. This certificate is delivered pursuant to the Purchase Contract relating to the
Certificates, dated , 2018 (the "Purchase Contract"), between the City and George K.
Baum & Company and J.P Morgan (the "Underwriters"). Capitalized words used herein as defined
terms and not otherwise defined herein have the respective meanings assigned to them in the
Purchase Contract.
2. The representations and warranties of the City contained in the Purchase Contract
are true and correct in all material respects on and as of the date hereof as though made on and as
of the date hereof.
3. Except to the extent disclosed in the Official Statement, no litigation is pending or,
to my knowledge, threatened in any court to restrain or enjoin the issuance or delivery of the
Certificates, or collection or application of the ad valorem taxes or, the Pledged Revenues pledged
or to be pledged, to pay the principal of and interest on the Certificates, or the pledge thereof, or
in any way contesting or affecting the validity of the Certificates or the City Documents, or
contesting the powers of the City or the authorization of the Certificates or the City Documents,
or contesting in any way the accuracy, completeness or fairness of the Official Statement.
4. To the best of my knowledge, no event affecting the City has occurred since the
date of the Official Statement that should be disclosed in the Official Statement for the purpose for
which it is to be used or that it is necessary to disclose therein in order to make the statements and
information therein not misleading in any material respect.
5. There has not been any material and adverse change in the affairs or financial
condition of the City since September 30, 2017, the latest date as to which audited financial
information is available.
[Execution Page Follows.]
4139-5689-1410.1
DATED: -49010-, 2018.
City anager
City of Lubbock, Texas
Signature Page for Closing Certificate
4139-5689-1410.1