HomeMy WebLinkAboutOrdinance - 2012-O0021 - General Obligation Refunding Bonds, Series 2012, $45,000,000 - 03/06/2012MINUTES AND CERTIFICATION PERTAINING TO
PASSAGE OF AN ORDINANCE
STATE OF TEXAS §
COUNTY OF LUBBOCK §
CITY OF LUBBOCK §
On the 6th day of March, 2012, 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:
Tom Martin, Mayor Victor Hernandez )
Floyd Price, Mayor Pro Tem Todd R. Klein ) Members of
Paul R. Beane ) the Council
Karen Gibson )
Jim Gilbreath 1
Lee Ann Dumbauld, City Manager
Andy Burcham, Chief Financial Officer
Rebecca Garza, City Secretary
and all of said persons were present, 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, GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2012 IN AN AMOUNT NOT TO EXCEED $45,000,000;
LEVYING A TAX IN PAYMENT THEREOF; APPROVING THE
OFFICIAL STATEMENT; APPROVING EXECUTION OF A
PURCHASE CONTRACT AND ESCROW AGREEMENT; 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
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
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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 1
day of March, 2012.
pa-'e�..z 'k �-
Cit Secretary
City of Lubbock, Texas
[SEAL]
HOU:3196452.1
IN
Ordinance No. 2012-00021
ORDINANCE
relating to
CITY OF LUBBOCK, TEXAS
GENERAL OBLIGATION REFUNDING BONDS
SERIES 2012
Adopted: March 6, 2012
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Parties ..............................
TABLE OF CONTENTS
ARTICLE I
................................. l
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section1.01
Definitions............................................................................................................2
Section1.02
Findings................................................................................................................4
Section 1.03
Table of Contents, Titles and Headings................................................................4
Section1.04
Interpretation.........................................................................................................4
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUND
Section2.01 Tax Levy...............................................................................................................5
Section 2.02 Interest and Sinking Fund.....................................................................................5
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section3.01
Authorization........................................................................................................6
Section 3.02
Date, Denomination, Maturities and Interest........................................................6
Section 3.03
Medium, Method and Place of Payment...............................................................6
Section 3.04
Execution and Registration of Bonds...................................................................7
Section3.05
Ownership.............................................................................................................8
Section 3.06
Registration, Transfer and Exchange....................................................................8
Section3.07
Cancellation..........................................................................................................9
Section 3.08
Temporary Bonds.................................................................................................9
Section 3.09
Replacement Bonds............................................................................................10
Section 3.10
Book -Entry Only System....................................................................................
I I
Section 3.11
Successor Securities Depository; Transfer Outside Book -entry Only
System.................................................................................................................12
Section 3.12
Payments to Cede & Co......................................................................................12
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01
Limitation on Redemption ...................
Section 4.02
Optional Redemption ...........................
Section 4.03
Mandatory Sinking Fund Redemption.
Section 4.04
Partial Redemption ..............................
Section 4.05
Notice of Redemption to Owners ........
Section 4.06
Payment Upon Redemption .................
Section 4.07
Effect of Redemption ...........................
Section 4.08
Lapse of Payment ................................
..................................................12
..................................................12
..................................................13
..................................................13
..................................................13
..................................................14
..................................................14
..................................................15
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ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01
Appointment of Initial Paying Agent/Registrar..................................................15
Section 5.02
Qualifications......................................................................................................15
Section 5.03
Maintaining Paying Agent/Registrar ....................................................... ...........15
Section5.04
Termination.........................................................................................................15
Section 5.05
Notice of Change to Owners...............................................................................16
Section 5.06
Agreement to Perform Duties and Functions.....................................................16
Section 5.07
Delivery of Records to Successor.......................................................................16
ARTICLE VI
FORM OF THE BONDS
Section 6.01 Form Generally...................................................................................................16
Section 6.02 Form of the Bonds ............................................. ...................17
..............................
Section 6.03 CUSIP Registration............................................................................................23
Section6.04 Legal Opinion.....................................................................................................23
Section 6.05 Statement of Insurance.......................................................................................23
ARTICLE VII
SALE AND DELIVERY OF BONDS; DEPOSIT OF PROCEEDS
Section 7.01 Sale of Bonds; Official Statement......................................................................23
Section 7.02 Control and Delivery of Bonds...........................................................................25
Section 7.03 Deposit of Proceeds............................................................................................25
ARTICLE VIII
INVESTMENTS
Section8.01 Investments.........................................................................................................26
Section 8.02 Investment Income..............................................................................................26
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01 Payment of the Bonds ....................................
Section 9.02 Other Representations and Covenants................................................................27
Section 9.03 Federal Income Tax Exclusion...........................................................................27
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01 Events of Default................................................................................................29
Section 10.02 Remedies for Default..........................................................................................30
Section 10.03 Remedies Not Exclusive.....................................................................................30
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ARTICLE XI
DISCHARGE
Section 11.01 Discharge...........................................................
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01 Annual Reports..................................................................
Section 12.02 Event Notices.....................................................................
Section 12.03 Limitations, Disclaimers and Amendments .......................
ARTICLE XIII
AMENDMENTS; ATTORNEY GENERAL MODIFICATION
Section13.01 Amendments................................................................................
Section 13.02 Attorney General Modification....................................................
ARTICLE XIV
.................30
.................31
.................31
.................32
..........34
..........34
REDEMPTION OF REFUNDED OBLIGATIONS; APPROVAL OF ESCROW AGREEMENT;
PURCHASE OF ESCROWED SECURITIES
Section 14.01 Redemption of Refunded Obligations................................................................34
Section 14.02 Escrow Securities................................................................................................35
Section 14.03 Arrangements for Defeasance of Refunded Obligations....................................35
Section 14.04 Notice of Redemption.........................................................................................35
ARTICLE XV
EFFECTIVE IMMEDIATELY
Section 15.01 Effective Immediately........................................................................................35
Schedule I — Refunded Obligation Candidates............................................................. Schedule I-1
Exhibit A Description of Annual Disclosure of Financial Information.....................................A 1
ExhibitB Sale Parameters..........................................................................................................B 1
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AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY
OF LUBBOCK, TEXAS, GENERAL OBLIGATION
REFUNDING BONDS, SERIES 2012 IN AN AMOUNT NOT
TO EXCEED $45,000,000; LEVYING A TAX IN PAYMENT
THEREOF; APPROVING THE OFFICIAL STATEMENT;
APPROVING EXECUTION OF A PURCHASE CONTRACT
AND ESCROW AGREEMENT; AND ENACTING OTHER
PROVISIONS RELATING THERETO
WHEREAS, there are presently outstanding certain obligations of the City of Lubbock,
Texas (the "City"), described on Schedule I attached hereto (collectively, the "Refunded
Obligation Candidates");
WHEREAS, the City now desires to refund all or a portion of such Refunded Obligation
Candidates (such refunded obligations to be hereinafter referred to as the "Refunded
Obligations");
WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207")
authorizes the City to issue refunding bonds and to deposit the proceeds from the sale thereof,
and any other available funds or resources, directly with the paying agent for any of the
Refunded Obligations or a trust company or commercial bank, and such deposit, if made before
such payment dates, shall constitute the making of firm banking and financial arrangements for
the discharge and final payment of the Refunded Obligations;
WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement
with the paying agent for any of the Refunded Obligations with respect to the safekeeping,
investment, reinvestment, administration and disposition of any such deposit;
WHEREAS, the City Council hereby finds and determines that the refunding
contemplated in this Ordinance will benefit the City by providing a present value savings of debt
service payable by the City in an amount to be certified in the Pricing Certificate, and that such
benefit is sufficient consideration for the refunding of the Refunded Obligations;
WHEREAS, the City Council has found and determined that it is necessary and in the
best interest of the City and its citizens that it authorize by this Ordinance the issuance and
delivery of an amount of bonds in or more series at this time, the proceeds of which will be
sufficient to (i) pay costs of issuance of such bonds and (ii) refund the Refunded Obligations;
WHEREAS, the City Council desires to delegate, pursuant to Chapter 1207 and the
parameters of this Ordinance, to the Authorized Officer, the authority to approve the amount, the
interest rate, the number of series, the price and terms of the Bonds authorized hereby and to
otherwise take such actions as are necessary and appropriate to effect the sale of the Bonds and
to select the specific maturities or series of Refunded Obligation Candidates to be refunded;
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 City Manager and the Chief Financial Officer.
"Bond" means any of the Bonds.
"Bond Date" means the date designated as the initial date of the Bonds by Section 3.02(a)
of this Ordinance.
"Bond Purchase Contract" means the bond purchase contract described in Section 7.01(b)
of this Ordinance.
"Bonds" means the City's bonds authorized to be issued by Section 3.01 of this
Ordinance and designated as "City of Lubbock, Texas, General Obligation Refunding Bonds,
Series 2012."
"City" means the City of Lubbock, Texas.
"Closing Date" means the date of the initial delivery of and payment for the Bonds.
"Code" means the Internal Revenue Code of 1986, as amended.
"Designated Payment/Transfer Office" means (i) with respect to the initial Paying
Agent/Registrar named in this Ordinance, the Designated Payment/Transfer Office as designated
in the Paying Agent/Registrar Agreement, or at such other location designated by the Paying
Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the office of such
successor designated and located as may be agreed upon by the City and such successor.
"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.
"Escrow Agent" means the place of payment for the Refunded Obligations or the trust
company or commercial bank identified in the Escrow Agreement, and its successors in such
capacity.
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"Escrow Agreement" means that certain Escrow Agreement between the City and the
Escrow Agent pertaining to the defeasance of the Refunded Obligations.
"Escrow Fund" means the fund by that name established in the Escrow Agreement.
"Event of Default" means any event of default as defined in Section 10.01 of this
Ordinance.
"Gross Proceeds" means any proceeds of the Bonds and replacement proceeds of the
Bonds, as defined in Section 1.148-1(b) of the Regulations.
"Initial Bond" means the initial bond or bonds authorized by Section 3.04 of this
Ordinance.
"Interest and Sinking Fund" means the interest and sinking fund or funds established by
Section 2.02 of this Ordinance.
"Interest Payment Date" means the date or dates on which interest on the Bonds is
scheduled to be paid until their respective dates of maturity or prior redemption, such dates being
February 15 and August 15 of each year, commencing on the date set forth in the Pricing
Certificate.
"Investment" means any investment property as defined in Sections 148(b)(2) and
148(b)(3) of the Code, and any other tax-exempt obligation.
"MSRB" means the Municipal Securities Rulemaking Board.
"Owner" means the person who is the registered owner of a Bond or Bonds, as shown in
the Register.
"Paying Agent/Registrar" means initially The Bank of New York Mellon Trust
Company, National Association, or any successor thereto as provided in this Ordinance.
"Pricing Certificate" means a certificate or certificates to be signed by the Authorized
Officer.
"Record Date" means the last business day of the month next preceding an Interest
Payment Date.
"Refunded Obligation Candidates" means the obligations of the City described in
Schedule I attached hereto which are authorized to be designated as Refunded Obligations in the
Pricing Certificate.
"Refunded Obligations" means those obligations of the City to be designated in the
Pricing Certificate from the Refunded Obligation Candidates described in Schedule I attached
hereto.
"Register" means the Register specified in Section 3.06(a) of this Ordinance.
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"Regulations" means all temporary, proposed and final regulations applicable to Sections
103 and 141 through 150 of the Code.
"Representation Letter" means the Blanket Letter of Representations between the City
and DTC.
"Representative" means the representative for the Underwriters named in the Bond
Purchase Contract.
"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).
"Term Bonds" 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 Bonds as the same come due and payable and
remaining unclaimed by the Owners of such Bonds after the applicable payment or redemption
date.
"Underwriters" means the Underwriters named in the Bond Purchase Contract.
"Yield" means the yield computed under Section 1.148-4 of the Regulations for a Bond
or issue of Bonds, and yield computed under Section 1.148-5 of the Regulations for an
investment.
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.
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(b) This Ordinance and all the terms and provisions hereof shall be liberally
construed to effectuate the purposes set forth herein.
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUND
Section 2.01 Tax Levy.
(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 hereafter while any of the Bonds 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 Bonds, being (i) the interest on the Bonds, and (ii) a sinking fiord for their redemption at
maturity or a sinking fund of two percent (2%) per annum (whichever amount is 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 Bonds when and as
due and payable in accordance with d:eir terms ar�d this O' ance.
(d) If the lien 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 Bonds, there shall be subtracted the amount of any
Bonds 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) The City hereby establishes a special fund or account to be designated the "City
of Lubbock, Texas, General Obligation Refunding Bonds, Series 2012, Interest and Sinking
Fund," or such other designation as is set forth in the Pricing Certificate, for the Bonds, said fund
or funds to 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 shall be used solely for the purpose of paying the interest on and principal of
the Bonds when and as due and payable in accordance with their terms and this Ordinance.
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ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section 3.01 Authorization.
The City's Bonds, to be designated "City of Lubbock, Texas, General Obligation
Refunding Bonds, Series 2012," or such other designation or designations as set forth in the
Pricing Certificate, are hereby authorized to be issued and delivered in accordance with the
Constitution and laws of the State of Texas, including specifically Chapter 1207, Texas
Government Code, as amended, and Article VIII of the Charter of the City. The Bonds shall be
issued in the number of series and aggregate principal amount designated in the Pricing
Certificate, such amount not to exceed $45,000,000, for the purpose of providing funds for
refunding the Refunded Obligations and paying the costs of issuing the Bonds.
Section 3.02 Date, Denomination, Maturities and Interest.
(a) The Bonds shall be dated the date set forth in the Pricing Certificate. The Bonds
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 Bond,
which shall be numbered T-1.
(b) The Bonds shall mature on February 15 in the years and in the principal amounts
set forth in the Pricing Certificate provided that the maximum maturity for the Bonds shall not
exceed the number of years set forth in Exhibit B.
(c) Interest shall accrue and be paid on each Bond respectively until its maturity or
prior redemption, from the later of the date set forth in the Pricing Certificate 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 Bonds shall be
calculated on the basis of a three hundred sixty (360) day year composed of twelve (12) months
of thirty (30) days each.
Section 3.03 Medium, Method and Place of Payment.
(a) The principal of and interest on the Bonds shall be paid in lawful money of the
United States of America.
(b) Interest on the Bonds shall be payable to each Owner 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
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United States mail, postage prepaid, to the address of each Owner of a Bond 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 by
the Paying Agent/Registrar to each Owner by United States mail, first class postage prepaid, to
the address of each Owner as it appears in the Register, or by such other customary banking
arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, 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 Bonds, 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 Bond 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 Bond 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 Bonds 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 accounts of the Owners of the Bonds 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 years after
the applicable payment or redemption date shall be applied to the next payment or payments on
the Bonds thereafter coming due and, to the extent any such money remains three years after the
retirement of all outstanding Bonds, 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 holders of such Bonds for any further payment of such unclaimed monies or
on account of any such Bonds, subject to Title 6 of the Texas Property Code.
Section 3.04 Execution and Rel;istration of Bonds.
(a) The Bonds 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 Bonds shall have the
same effect as if each of the Bonds had been signed manually and in person by each of said
officers, and such facsimile seal on the Bonds shall have the same effect as if the official seal of
the City had been manually impressed upon each of the Bonds.
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(b) In the event that any officer of the City whose manual or facsimile signature
appears on the Bonds ceases to be such officer before the authentication of such Bonds or before
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 Bond 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 Bonds. In
lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond
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 Bond 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 Bond of each series representing the entire
principal amount of all the Bonds of such series and the terms set forth in the Pricing Certificate,
payable in stated installments to the Representative, or its designee, executed by the Mayor and
City Secretary of the City by their manual or facsimile sicr at„rpC, approved by the Attorney
General, and registered and manually signed by the Comptroller of Public Accounts, will be
delivered to the Representative or its designee. Upon payment for the Initial Bond, the Paying
Agent/Registrar shall cancel the Initial Bond and deliver a single registered, definitive Bond for
each maturity, in the aggregate principal amount thereof, to DTC on behalf of the Underwriters.
Section 3.05 Ownership.
(a) The City, the Paying Agent/Registrar and any other person may treat the person in
whose name any Bond is registered as the absolute owner of such Bond for the purpose of
making and receiving payment as provided herein (except interest shall be paid to the person in
whose name such Bond is registered on the Record Date or Special Record Date, as applicable),
and for all other purposes, whether or not such Bond 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 Bond shall be valid and effectual and shall
discharge the liability of the City and the Paying Agent/Registrar upon such Bond to the extent
of the sums paid.
Section 3.06 Registration, Transfer and Exchange.
(a) So long as any Bonds 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 Bonds in accordance with this Ordinance.
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(b) The ownership of a Bond may be transferred only upon the presentation and
surrender of the Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar
with such endorsement or other evidence of transfer as is acceptable to the Paying
Agent/Registrar. No transfer of any Bond shall be effective until entered in the Register.
(c) The Bonds shall be exchangeable upon the presentation and surrender thereof at
the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds of
the same maturity and interest rate and in any denomination or denominations of any integral
multiple of $5,000 and in an aggregate principal amount equal to the unpaid principal amount of
the Bonds presented for exchange. The Paying Agent/Registrar is hereby authorized to
authenticate and deliver Bonds exchanged for other Bonds in accordance with this Section.
(d) Each exchange Bond 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 Bond or Bonds in lieu of
which such exchange Bond is delivered.
(e) No service charge shall be made to the Owner for the initial registration,
subsequent transfer, or exchange for any different denomination of any of the Bonds. 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 Bond.
(f) Neither the City nor the Paying Agent/Registrar shall be required to issue,
transfer, or exchange any Bond 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 Bond.
Section 3.07 Cancellation.
All Bonds paid or redeemed before scheduled maturity in accordance with this
Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are
authenticated and delivered in accordance with this Ordinance, shall be cancelled and proper
records shall be made regarding such payment, redemption, exchange or replacement. The
Paying Agent/Registrar shall then return such cancelled Bonds to the City or may in accordance
with law destroy such cancelled Bonds and periodically furnish the City with certificates of
destruction of such Bonds.
Section 3.08 Temporary Bonds.
(a) Following the delivery and registration of the Initial Bond and pending the
preparation of definitive Bonds, the proper officers of the City may execute and, upon the City's
request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds
that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Bonds in lieu of which they are
delivered, without coupons, and with such appropriate insertions, omissions, substitutions and
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HOU:3191808.5
other variations as the officers of the City executing such temporary Bonds may determine, as
evidenced by their signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds 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 Bonds in definitive form; thereupon, upon the presentation and
surrender of the Bonds in temporary form to the Paying Agent/Registrar, the Paying
Agent/Registrar shall cancel the Bonds in temporary form and shall authenticate and deliver in
exchange therefor Bonds of the same maturity and series, in definitive form, in the authorized
denomination, and in the same aggregate principal amount, as the Bonds in temporary form
surrendered. Such exchange shall be made without the making of any charge therefor to any
Owner.
Section 3.09 Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a
replacement Bond 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 Bond 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 Bond 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 Bond has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Bond 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 Bond;
(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 Bond, a bona fide purchaser of the
original Bond in lieu of which such replacement Bond was issued presents for payment such
original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such
replacement Bond 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
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HOC; :3191808.5
provided therefor to the extent of any loss, damage, cost or expense incurred by the City or the
Paying Agent/Registrar in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully
taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and
payable or may pay such Bond when it becomes due and payable.
(e) Each replacement Bond 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 Bond or Bonds in lieu of which such
replacement Bond is delivered.
Section 3.10 Book -Entry Only System.
Notwithstanding any other provision hereof, upon initial issuance of the Bonds, the
ownership of the Bonds shall be registered in the name of Cede & Co., as nominee of DTC. The
definitive Bonds shall be initially issued in the form of a single separate fully registered
certificate for each of the maturities thereof.
With respect to Bonds 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
Bonds. 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 Bonds, (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 Bonds, including any notice of
redemption, or (iii) the payment to any DTC Participant or any other person, other than a
bondholder, as shown in the Register of any amount with respect to principal of or interest on the
Bonds. 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
Bond is registered in the Register as the absolute owner of such Bond for the purpose of payment
of principal of and interest on such Bonds, for the purpose of giving notices of redemption and
other matters with respect to such Bond, for the purpose of registering transfer with respect to
such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all
principal of and interest on the Bonds 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 principal of and interest on the Bonds 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.
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HOU:3191808.5
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 Bonds.
Section 3.11 Successor Securities Depository, Transfer Outside Book -entry Only
System.
In the event that the City or the Paying Agent/Registrar determines that DTC is incapable
of discharging its responsibilities described herein and in the Representation Letter of the City to
DTC, or in the event DTC discontinues the services described herein, the City or the Paying
Agent/Registrar 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 Bonds to such successor securities depository or (ii) notify DTC and DTC Participants
of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC
Participants having Bonds credited to their DTC accounts. In such event, the Bonds 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 bondholders transferring or exchanging Bonds 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 any
Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect
to principal of and interest on such Bonds, and all notices with respect to such Bonds, shall be
made and given, respectively, in the manner provided in the Representation Letter.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01 Limitation on Redemption.
The Bonds shall be subject to redemption before scheduled maturity only as provided in
this Article IV.
Section 4.02 Optional Redemption.
(a) The City reserves the option to redeem Bonds in the manner provided in the Form
of Bond set forth in Section 6.02 of this Ordinance with such changes as are required by the
Pricing Certificate.
(b) If less than all of the Bonds 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 the Bonds, or portions
thereof, within such maturity or maturities and in such principal amounts for redemption.
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(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 Bonds to be redeemed.
Section 4.03 Mandatory Sinking Fund Redemption.
(a) Bonds designated as "Term Bonds," if any, in the Pricing Certificate are subject
to scheduled mandatory redemption and will be redeemed by the City, in part at a price equal to
the principal amount thereof, without premium, plus accrued interest to the redemption date, out
of moneys available for such purpose in the Interest and Sinking Fund, on the dates and in the
respective principal amounts as set forth in the Pricing Certificate.
(b) At least forty-five (45) days prior to each scheduled mandatory redemption date,
the Paying Agent/Registrar shall select for redemption by lot, or by any other customary method
that results in a random selection, a principal amount of Term Bonds equal to the aggregate
principal amount of such Term Bonds to be redeemed, shall call such Term Bonds for
redemption on such scheduled mandatory redemption date, and shall give notice of such
redemption, as provided in Section 4.05.
The principal amount of the Term Bonds required to be redeemed on any redemption date
pursuant to subparagraph (a) of this Section 4.03 shall be reduced, at the option of the City, by
the principal amount of any Term Bonds 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 Term Bonds 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.
Section 4.04 Partial Redemption.
(a) A portion of a single Bond 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 Bond is to be partially redeemed, the Paying Agent/Registrar shall treat each $5,000
portion of the Bond as though it were a single Bond for purposes of selection for redemption.
(b) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar,
in accordance with Section 3.06 of this Ordinance, shall authenticate and deliver an exchange
Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond 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 Bond 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 Bonds by
sending notice by United States mail, first class postage prepaid, not less than thirty (30) days
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HOU:3191808.5
before the date fixed for redemption, to the Owner of each Bond (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 Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding
are to be redeemed, an identification of the Bonds or portions thereof to be redeemed.
(c) The City reserves the right to give notice of its election or direction to redeem
Bonds 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 Bonds 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.
(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 Bonds 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 Bonds being redeemed.
(b) Upon presentation and surrender of any Bond 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 Bond 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
Bonds 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 Bonds or portions thereof shall cease to
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HOU:3191808.5
bear interest from and after the date fixed for redemption, whether or not such Bonds 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 Bond or portion thereof called for redemption shall continue to bear
interest at the rate stated on the Bond 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 Bonds and remaining unclaimed by the Owners of
such Bonds shall be subject to the provisions of Section 3.03(f) hereof.
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01 Appointment of Initial Paying _Agent/Registrar.,
The Bank of New York Mellon Trust Company, National Association, is hereby
appointed as the initial Paying Agent/Registrar for the Bonds.
Section 5.02 Oualifications.
Each Paying Agent/Registrar shall be a commercial bank, a trust company organized
under the laws of the State of Texas, or any other entity duly qualified and legally authorized to
serve as and perform the duties and services of paying agent and registrar for the Bonds.
Section 5.03 Maintaining Paying Agent/Registrar.
n�egistrar.
(a) At all times while any Bonds are outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 5.02 of this Ordinance. The Mayor is hereby
authorized and directed to execute an agreement with the Paying Agent/Registrar specifying the
duties and responsibilities of the City and the Paying Agent/Registrar. The signature of the
Mayor shall be attested by the City Secretary of the City. The form of the Paying
Agent/Registrar Agreement presented at this meeting is hereby approved with such changes as
may be approved by bond counsel to the City.
(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.
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HOU:3191808.5
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 in the Register thereof, 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.
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 Bonds to the successor Paying Agent/Registrar.
ARTICLE VI
FORM OF T14E BONDS
Section 6.01 Form Generally.
(a) The Bonds, 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 Bonds, (i) shall be generally in the form set forth in
this Article, 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 Bonds, as evidenced by their execution thereof.
(b) Any portion of the text of any Bonds may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds 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 Bonds, as evidenced by their
execution thereof.
(d) The Initial Bond submitted to the Attorney General of the State of Texas may be
typewritten and photocopied or otherwise reproduced.
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HOU:3191808.5
Section 6.02 Form of the Bonds.
The form of the Bond, 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 Bonds, shall be generally as
follows, provided, however, that the substantially final form of the Bonds shall be set forth in or
attached to the Pricing Certificate and shall incorporate and reflect the final terms of the Bonds
set forth in the Pricing Certificate:
(a) Form of Bond.
REGISTERED
No.
United States of America
State of Texas
County of Lubbock
CITY OF LUBBOCK, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2012
REGISTERED
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP NUMBER:
% , _1
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 Bond 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 Bond 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 three
hundred sixty (360) day year of twelve (12) thirty (30) day months, such interest to be paid
semiannually on February 15 and 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).
1 Information to be inserted from Pricing Certificate.
2 Information to be inserted from Pricing Certificate.
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HOU:3191808.5
The principal of this Bond shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Bond at
the corporate trust office in Dallas, Texas (the "Designated Payment/Transfer Office") of The
Bank of New York Mellon Trust Company, National Association, as Paying Agent/Registrar or,
with respect to a successor Paying Agent/Registrar, at the Designated Payment/Transfer Office
thereof. Interest on this Bond 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 expense of such other banking
arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Bonds,
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 Bond, the registered owner
shall be the person in whose name this Bond 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
Bond 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 Bond 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 which
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.
This Bond is one of a series of fully registered bonds specified in the title hereof issued in
the aggregate principal amount of $ 3 (herein referred to as the "Bonds"), issued
pursuant to a certain ordinance of the City (the "Ordinance") for the purpose of providing funds
with which to refund certain outstanding obligations of the City, and to pay the costs of issuing
the Bonds.
[The City has reserved the option to redeem the Bonds maturing on or after February 15,
20_ before their respective scheduled maturities in whole or in part in integral multiples of
$5,000 on I , or on any date thereafter, at a redemption price of par, plus
accrued interest to the date fixed for redemption. If less than all of the Bonds are to be
redeemed, the City shall determine the maturity or maturities and the amounts thereof to be
3 Information to be inserted from Pricing Certificate.
HOU:3191808.5
redeemed and shall direct the Paying Agent/Registrar to call by lot or other customary method
that results in a random selection of the Bonds, or portions thereof, within such maturity or
maturities and in such principal amounts, for redemption.]
[Bonds maturing on February 15 in each of the years through _, inclusive (the
"Term Bonds"), 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:
Redemption Date Principal Amount
The Paying Agent/Registrar will select by lot or by any other customary method that
results in a random selection the specific Term Bonds (or with respect to Term Bonds having a
denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed by mandatory
redemption. The principal amount of Term Bonds 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 Bonds 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 Bonds 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 Bonds 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 Bonds 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 Bonds 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
d Insert optional redemption provisions, if any, and revise as necessary to conform to the Pricing Certificate.
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HOU:3191808.5
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.]5
As provided in the Ordinance, and subject to certain limitations therein set forth, this
Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer
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 Bonds 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 Bond 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 Bond.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Bond 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 Bond is registered on the
Record Date or Special Record Date, as applicable) and for all other purposes, whether or not
this Bond 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 Bond and the
series of which it is a part is duly authorized by law; that all acts, conditions and things required
to be done precedent to and in the issuance of the Bonds have been properly done and performed
and have happened in regular and due time, form and manner, as required by law; and 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 Bonds, within the limit prescribed by law; and
that the total indebtedness of the City, including the Bonds, does not exceed any constitutional or
statutory limitation.
5 Insert mandatory sinking fund redemption provisions, if any, and conform as necessary to the Pricing Certificate.
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IN WITNESS WHEREOF, the City has caused this Bond 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 Bond.
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
Bonds if such certificate on the Initial Bond 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 Bond 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 Bond 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
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(c) Form of Certificate of Payne A eg nt/Registrar. The following Certificate of
Paying Agent/Registrar may be deleted from the Initial Bond if the Comptroller's Registration
Certificate appears thereon.
CERTIFICATE OF PAYING AGENT/REGISTRAR
The records of the Paying Agent/Registrar show that the Initial Bond of this series of
Bonds 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 Bonds referred
to in the within mentioned Ordinance.
Dated:
(d) Form of Assignment.ti
The Bank of New York Mellon Trust Company,
National Association, as Paying Agent/Registrar
ME
Authorized Signatory
ASSIGNMENT
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 Bond and all
rights hereunder and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond 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 Bond in every particular and must
be guaranteed in a manner acceptable to the
Paying Agent/Registrar.
(e) The Initial Bond 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 Bond, the headings "INTEREST
RATE" and "MATURITY DATE" shall both be completed with the words "As shown
below"; and
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(ii) in the first paragraph of the Bond, the words "on the Maturity Date
specified above" 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
in accordance with the following schedule:
Years Principal Installments Interest Rate
(Information to be inserted from the Pricing Certificate
pursuant to Section 3.02 of this Ordinance)
Section 6.03 CUSIP Registration.
The City may secure identification numbers through CUSIP Global Services, managed on
behalf of the American Bankers Association by Standard & Poor's Financial Services LLC, and
may authorize the printing of such numbers on the face of the Bonds. It is expressly provided,
however, that the presence or absence of CUSIP numbers on the Bonds shall be of no
significance or effect as regards the legality thereof and neither the City nor the attorneys
approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly
printed on the Bonds.
Section 6.04 Legal Opinion.
The approving legal opinion of Andrews Kurth LLP, Bond Counsel, may be attached to
or printed on the reverse side of each Bond over the certification of the City Secretary of the
City, which may be executed in facsimile.
Section 6.05 Statement of Insurance.
A statement relating to a municipal bond insurance policy, if any, to be issued for the
Bonds may be printed on or attached to each Bond.
ARTICLE VII
SALE AND DELIVERY OF BONDS; DEPOSIT OF PROCEEDS
Section 7.01 Sale of Bonds; Official Statement.
(a) The Bonds shall be sold at negotiated sale to the Underwriters 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 1207, 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 Bonds and carrying out the
other procedures specified in this Ordinance, including determining whether to acquire bond
insurance for the Bonds, the aggregate principal amount of the Bonds and price at which each of
the Bonds will be sold, the aggregate principal amount of the Refunded Obligations and their
redemption dates, the number and designation of series of Bonds to be issued, the form in which
the Bonds shall be issued, the years in which the Bonds will mature, the principal amount to
mature in each of such years, the rate of interest to be borne by each such maturity, the first
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interest payment date, the initial date from which interest will accrue, the dates, prices and terms
upon and at which the Bonds shall be subject to redemption prior to maturity at the option of the
City and shall be subject to mandatory sinking fund redemption, and all other matters relating to
the issuance, sale and delivery of the Bonds and the refunding of the Refunded Obligations, all of
which shall be specified in the Pricing Certificate.
The authority granted to the Authorized Officer under this Section 7.01(a) shall expire at
10:00 p.m., on the 180th day following the date of this Ordinance (the "Expiration Date"), unless
otherwise extended by the City Council by separate action. Bonds sold pursuant to a Bond
Purchase Contract executed on or before the Expiration Date may be delivered after such date.
Any finding or determination made by the Authorized Officer relating to the issuance and
sale of the Bonds and the execution of the Bond 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,
and the City Secretary is hereby authorized and directed to attest, a bond purchase contract (the
"Bond Purchase Contract") which shall be in the form approved by the Authorized Officer.
Upon completion of the terms of the Bond Purchase Contract in accordance with the terms of the
Pricing Certificate and this Ordinance, the Authorized Officer is authorized and directed to
execute such Bond Purchase Contract on behalf of the City and 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 Bonds. The Bonds shall initially be registered in the name of the
Representative.
(c) The form and substance of the Preliminary Official Statement and any addenda,
supplement or amendment thereto, with such appropriate variations as shall be approved by the
Authorized Officer, are hereby in all respects approved and adopted and 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 and City Secretary
are hereby authorized and directed to cause to be prepared a final Official Statement (the
"Official Statement") incorporating applicable pricing information pertaining to the Bonds, and
to execute the same by manual or facsimile signature and deliver appropriate numbers of
executed copies thereof to the Underwriters. The Official Statement as thus approved, executed
and delivered, with such appropriate variations as shall be approved by the Authorized Officer
and the Underwriters, may be used by the Underwriters in the public offering and sale thereof.
The City Secretary is hereby authorized and directed to include and maintain a copy of the
Official Statement and any addenda, supplement or amendment thereto thus approved among the
permanent records of this meeting. The use and distribution of the Preliminary Official
Statement, and the preliminary public offering of the Bonds by the Underwriters, is hereby
approved and confirmed.
(d) All officers of the City are authorized to execute such documents, certificates and
receipts as they may deem appropriate in order to consummate the delivery of the Bonds in
accordance with the terms of sale therefor including, without limitation, the Bond Purchase
Contract.
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(e) The obligation of the Underwriters identified in subsection (a) of this Section to
accept delivery of the Bonds is subject to the Underwriters being furnished with the final,
approving opinion of Andrews Kurth LLP, bond counsel for the City, which opinion shall be
dated and delivered the Closing Date.
Section 7.02 Control and Delivery of Bonds.
(a) The Authorized Officer of the City is hereby authorized to have control of the
Initial Bond and all necessary records and proceedings pertaining thereto pending investigation,
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 Bonds
shall be made to the Underwriters thereof 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 Tem 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.
(a) First: All amounts, if any, received on the Closing Date as accrued interest on the
Bonds from the Bond Date to the Closing Date shall be deposited to the Interest and Sinking
Fund.
(b) Second, a portion of the proceeds from the sale of the Bonds, funds transferred
from the interest and sinking funds for the Refunded Obligations, and other funds of the City, if
any, as set forth in the Pricing Certificate shall be applied to establish an Escrow Fund to refund
the Refunded Obligations and, to the extent not otherwise provided for, to pay all expenses
arising in connection with the establishment of such Escrow Fund and the refunding of the
Refunded Obligations.
(c) Third: The remaining balance received on the Closing Date shall be deposited to
a special account of the City and used to pay the costs of issuance of the Bonds.
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ARTICLE VIII
INVESTMENTS
Section 8.01 Investments.
(a) Money in the Interest and Sinking Fund created by this Ordinance and the account
provided for in Section 7.03(c), at the City's option, may be invested in such securities or
obligations as permitted under applicable law. The City's Chief Financial 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 account provided for in Section
7.03(c), 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.
(b) Upon payment of the cost of issuance associated with the Bonds, any amount that
remains in the fund or account set forth in Section 7.03(c) shall be transferred to the credit of the
Interest and Sinking Fund and segregated in a special escrow account. The money in such
special escrow account shall be used for the payment of principal, premium, if any, and interest
on the Bonds, on the respective due dates thereof or dates as of which Bonds have been called
for redemption.
(c) The investment and application of money in the Escrow Fund shall be in
accordance with the provisions of the Escrow Agreement.
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01 Payment of the Bonds.
On or before each Interest Payment Date for the Bonds and while any of the Bonds 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 Bonds as
will accrue or mature on the applicable Interest Payment Date, maturity date or date of prior
redemption.
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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 Bond; the City will promptly
pay or cause to be paid the principal of and interest on each Bond on the dates and at the places
and manner prescribed in such Bond; 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
Bonds; all action on its part for the creation and issuance of the Bonds has been duly and
effectively taken; and the Bonds 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 Federal Income Tax Exclusion.
(a) The City intends that the interest on the Bonds 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, the Regulations and procedures promulgated thereunder and applicable
to the Bonds. For this purpose, the City covenants that it will monitor and control the receipt,
investment, expenditure and use of all gross proceeds of the Bonds (including all property the
acquisition, construction or improvement of which is to be financed directly or indirectly with
the proceeds of the Bonds) 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 Bonds to be and remain excludable from the gross income, as defined in Section 61 of the
Code, of the owners of the Bonds for federal income tax purposes. Without limiting the
generality of the foregoing, the City shall comply with each of the following covenants:
(i) The City will use all of the proceeds of the Bonds to (i) provide funds for
the purposes described in Section 2 hereof, which will be owned and operated by the City
and (ii) to pay the costs of issuing the Bonds. The City will not use any portion of the
proceeds of the Bonds 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 Bonds to constitute "private activity
bonds" within the meaning of Section 141(a) of the Code.
(iii) Principal of and interest on the Bonds will be paid solely from ad valorem
taxes collected by the City, investment earnings on such collections, and as available,
proceeds of the Bonds.
(iv) Based upon all facts and estimates now known or reasonably expected to
be in existence on the date the Bonds are delivered, the City reasonably expects that the
proceeds of the Bonds will not be used in a manner that would cause the Bonds or any
portion thereof to be an "arbitrage bond" within the meaning of Section 148 of the Code.
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(v) At all times while the Bonds are outstanding, the City will identify and
properly account for all amounts constituting gross proceeds of the Bonds in accordance
with the Regulations. The City will monitor the yield on the investments of the proceeds
of the Bonds 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
Bonds. To the extent necessary to prevent the Bonds 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 Bonds to be less than the yield that is
materially higher than the yield on the Bonds.
(vi) The City will not take any action or knowingly omit to take any action
that, if taken or omitted, would cause the Bonds 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 Bonds 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 Bonds
will be used to carry out the governmental purpose of the Bonds within the three-year
period beginning on the date of issue of the Bonds.
(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 Bonds,
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
Bonds 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 Bonds 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
HOU:3191808.5
the gross proceeds of the Bonds 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 Bonds not been relevant to either party.
(x) The City will timely file or cause to be filed with the City Clerk of the
Treasury of the United States the information required by Section 149(e) of the Code
with respect to the Bonds on such form and in such place as the City Clerk may prescribe.
(xi) The City will not issue or use the Bonds as part of an "abusive arbitrage
device" (as defined in Section 1.148-10(a) of the Regulations). Without limiting the
foregoing, the Bonds 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
Bonds 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 Bonds 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 Bonds, 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 Bond holders and any subsequent Bond holder, and may be relied upon
by the Bond holders and any subsequent Bond 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 Bonds 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 22 shall survive the
defeasance and discharge of the Bonds for as long as such matters are relevant to the exclusion
of interest on the Bonds 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:
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(i) the failure to make payment of the principal of or interest on any of the
Bonds 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.
(b) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Owners of Bonds 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 or remedies, but each and every such remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or under the Bonds 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 Bonds 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 Discharge.
The Bonds may be defeased, discharged or refunded in any manner permitted by
applicable law.
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ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01 Annual Reports.
(a) The City shall provide annually to the MSRB, within six (6) months after the end
of each fiscal year, financial information and operating data with respect to the City of the
general type included in the final Official Statement, being the information described in Exhibit
A hereto. Any financial statements so to be provided shall be (i) prepared in accordance with the
accounting principles described in Exhibit A hereto, and (ii) audited, if the City commissions an
audit of such statements and the audit is completed within the period during which they must be
provided and (iii) submitted through EMMA, in an electronic format with accompany identifying
information, as prescribed by the MSRB. If the audit of such financial statements is not
complete within such period, then the City shall provide notice that audited financial statements
are not available and shall provide unaudited financial statements for the applicable fiscal year to
the MSRB. The City shall provide audited financial statements for the applicable fiscal year to
the MSRB, when and if audited financial statements become 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.
(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
Bonds:
(i)
difficulties;
(iv)
difficulties;
(v)
principal and interest payment delinquencies;
nonpayment related defaults, if material;
unscheduled
draws
on debt service reserves
reflecting
financial
unscheduled
draws
on credit enhancements
reflecting
financial
substitution of credit or liquidity providers, or their failure to perform;
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(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
Bonds, or other material events affecting the tax status of the Bonds;
(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 Bonds,
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.
The City will provide notice of such events to the MSRB in an electronic format and
accompanied by identifying information, as prescribed by the MSRB.
(b) 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.
(c) 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 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
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respect to the Bonds within the meaning of the Rule, except that the City in any event will give
notice of any Bond 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 Bonds, 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 Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER
OR BENEFICIAL OWNER OF ANY BOND 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.
(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 Bonds in the primary offering of the Bonds 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 Bonds 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 Bonds. 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.
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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 Bond 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 Bonds holding a
majority in aggregate principal amount of the Bonds then outstanding and receipt of a Counsel's
Opinion that such amendment, addition or rescission of any provisions of the Ordinance will not
adversely affect the exclusion from gross income for federal income tax purposes of interest on
the Bonds, amend, add to, or rescind any of the provisions of this Ordinance; provided that,
without the consent of all Owners of outstanding Bonds, no such amendment, addition, or
rescission shall (i) extend the time or times of payment of the principal of, premium, if any, and
interest on the Bonds, 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 Bonds, (ii) give any preference to any Bond over any other Bond, or (iii) reduce the
aggregate principal amount of Bonds 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 Bonds 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
adoption if required by the Attorney General in connection with the Attorney General's
examination as to the legality of the Bonds 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
REDEMPTION OF REFUNDED OBLIGATIONS; APPROVAL OF ESCROW AGREEMENT;
PURCHASE OF ESCROWED SECURITIES
Section 14.01 Redemption of Refunded Obligations.
(a) The City hereby calls the Refunded Obligations for redemption prior to maturity
on the dates and at the prices set forth in the Pricing Certificate.
(b) The Chief Financial Officer is hereby authorized and directed to cause a copy of
this Ordinance to be delivered to each paying agent/registrar for the Refunded Obligations, the
delivery of which shall constitute notice of redemption and notice of defeasance to such paying
agent/registrar.
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Section 14.02 Escrow Securities.
The Mayor and the Authorized Officer, either or both, are hereby authorized to make
necessary arrangements for the purchase of the Escrow Securities referenced in the Escrow
Agreement, as may be necessary for the Escrow Fund and the application for the acquisition of
the Escrow Securities is hereby approved and ratified. Following the deposits to the Escrow
Fund as specified herein and in the Pricing Certificate, the Refunded Obligations shall be
payable solely from and secured by such deposits.
Section 14.03 Arrangements for Defeasance of Refunded Obligations.
The Authorized Officer may execute and deliver an escrow agreement, a deposit
agreement or a similar agreement (each an "Escrow Agreement") or a letter of instructions or
any other instrument relating to the safekeeping, investment, administration and disposition of
moneys deposited to effect the defeasance of the Refunded Obligations in such form and subject
to such terms and conditions as the Authorized Officer determines may be necessary or
convenient to carry out the intent and purpose of this Ordinance.
Section 14.04 Notice of Redemption.
Each paying agent/registrar for the Refunded Obligations is hereby authorized and
directed to give notice of redemption and deposit with respect to the Refunded Obligations as
required under the ordinance pursuant to which the Refunded Obligations were issued.
ARTICLE XV
EFFECTIVE IMMEDIATELY
Section 15.01 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.
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PRESENTED, FINALLY PASSED AND APPROVED, AND EFFECTIVE on the 6th
day of March, 2012, at a regular meeting of the City Council of the City of Lubbock, Texas.
TOM MARTIN, Mayor
ATTEST:
REBACCA GARZA, City Secr to
[SEAL]
APPROVED AS TO CONTENT:
By: (
WM �4t�
ANDY BU CHAM, Chief Financial Officer
APPROVED AS TO FORM:
By:
JERR YLE, Bond Counsel
Signature Page for Ordinance
HOU:3191808.5
SCHEDULE I
REFUNDED OBLIGATION CANDIDATES
All outstanding callable maturities of the following obligations of the City:
Tax and Sewer System Surplus Revenue Certificates of Obligation, Series 2002
Tax and Sewer System Surplus Revenue Certificates of Obligation, Series 2002A
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2002
General Obligation Bonds, Series 2002
Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series
2003
Tax and Solid Waste System Surplus Revenue Certificates of Obligation, Series 2003
Tax and Sewer System Surplus Revenue Certificates of Obligation, Series 2003
Tax and Tax Increment Revenue Certificates of Obligation, Series 2003 (North Overton Tax
Increment Financing Reinvestment Zone)
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2003
General Obligation Bonds, Series 2003
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2004
General Obligation Bonds, Series 2004
General Obligation Refunding Bonds, Series 2004
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2005
General Obligation Bonds, Series 2005
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2006
General Obligation Bonds, Series 2006
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2007
Schedule 1-1
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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-
16) and Table 17 under the caption "CURRENT INVESTMENTS".
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.
Exhibit A-1
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EXHIBIT B
SALE PARAMETERS
In accordance with Section 7.01(a) of the Ordinance, the following conditions with
respect to the Bonds must be satisfied in order for the Authorized Officer to act on behalf of the
City in selling and delivering the Bonds to the Underwriters:
(a) the Bonds shall not bear interest at a rate greater than the maximum rate allowed
by Chapter 1204, Texas Government Code, as amended;
(b) the aggregate principal amount of the Bonds shall produce proceeds in an amount
sufficient to fund the purposes described in Section 3.01 and such aggregate principal amount
shall not exceed the maximum amount authorized in Section 3.01;
(c) the refunding of the Refunded Obligations shall result in a net present value
savings of at least 5%; and
(d) the maximum maturity for the Bonds shall not exceed twenty-five (25) years; and
(e) the Bonds 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
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