The URL can be used to link to this page

Home My WebLink AboutOrdinance - 9437-1991 - Authorizing The Issuance Of "City Of Lubbock, Texas, Combination Tax And Solid - 04/25/1991.. ·., . ... " .. ~.1 ORDINANCE NO. qc./31 AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991''; levying an ad valorem tax upon a 11 taxable property in the City and pledging the Net Revenues of the City's Solid Waste Disposal System for the payment of said Certificates; prescribing the terms and details of such Certificates and resolving other matters incident and related to the issuance, sale, security, . payment and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certificates of obligation in the maximum principal amount of $1,145,000 for the purpose of paying contractual obligations to be incurred for (i) the acquisition of a landfill site and the purchase of equipment therefor and ( ii) professional services rendered in connection therewith, has been duly published in the Lubbock Avalanche-Journal, a newspaper hereby found and determined to be of general circulation in the City of Lubbock, Texas, on March 24, 1991 and March 31, 1991, the date of the first publication of such notice being not less than fifteen (15) days prior to the tentative date stated therein for the passage of the ordinance authorizing the issuance of such certificates; and WHEREAS, no petition, protesting the issuance of such certificates and bearing valid petition signatures of at least 5\ of the qualified voters of the City, has been filed with the City Secretary, any member of the Council or any other official of the City on or prior to the date of the passage of this ordinance; and WHEREAS, the Council hereby finds and determines that all of the certificates of obligation described in such notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1: Authorization-Designation-Principal Amount- Purpose. Certi.ficates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $1,145,000 to be designated and bear the title •crTY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL ·-··-···········-1······.--- SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991" (the "Certificates"), for the purpose of paying contractual obligations to be incurred for (i) the acquisition of a landfill site and the purchase of equipment therefor and (ii) professional services rendered in connection therewith, pursuant to authority conferred by and in conformity with the Constitution and laws of the State of Texas, including V.T.C.A., Local Government Code, Subchapter C of Chapter 271. SECTION 2: Fully Registered Obligations -Authorized Denominations-Stated Maturities-Date. The Certificates are issuable in fully registered form only; shall be dated May 15, 1991 (the "Certificate Date") and shall be in denominations of $5,000 or any integral multiple thereof and the Certificates shall become due and payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the per annum rate(s) in accordance with the following schedule: Year of Stated Maturity 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 Principal Amount $115,000 115,000 115,000 115,000 115,000 115,000 115,000 115,000 115,000 110,000 Interest Rate 7.80% 7.80\ 7.80\ 5.80\ 5.90\ 6.00\ 6.10\ 6.25% 6.25\ 6.25\ Interest on the Certificates shall accrue from the Certificate Date at the per annum rate(s) shown above in this Section, and such interest shall be calculated on the basis of a 360-day year of twelve 30-day months. Interest on the Certificates shall be payable on February 15 and August 15 in each year, commencing February 15, 1992. SECTION 3: Terms of Payment-Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Certificates, due and payable by reason of maturity or otherwise, sha 11 be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders") appearing on the registration and transfer books (the "Security Register") maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. -2-64000 The selection and appointment of Texas Commerce Bank National Association, Lubbock, Texas to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed and the City agrees and covenants to be kept and maintained at the principal office of the Paying Agent/Registrar books and records for the registration, payment and transfer of the Certificates (the "Security Register"), all as provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement" substantially in the form attached hereto as Exhibit A and such reasonable rules and regulations as the Paying Agent/Registrar and City may prescribe; and the Mayor and City Secretary are authorized to execute and deliver such Agreement in connection with the delivery of the Certificates. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Certificates are paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified and authorized to serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid, which notice sha 11 also give the address of the new Paying Agent/Registrar. Principal of and premium, if any, on the Certificates shall be payable at the Stated Maturities only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its principal office. Interest on the Certificates shall be paid by the Paying Agent/Registrar to the Holders whose name appears in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and payment of such interest sha 11 be ( i) by check sent United States Mail, first class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are 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. -3- 64000 No Text In the event of a nonpayment of interest on a scheduled payment date, and for thirty (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 (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business next preceding the date of mailing of such notice. SECTION 4: Redemption. The Certificates are not optional for redemption prior to maturity. SECTION 5: Registration Transfe~ -Exchange of Certificates-Predecessor Certificates. A Security Register relating to the registration, payment, and transfer or exchange of the Certificates shall at all times be kept and maintained by the City at .the principal office of the Paying Agent/Registrar, as provided herein and in accordance with the provisions of an agreement with the Paying Agent/Registrar and such rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Certificate for transfer at the principal office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated-Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates -4- 54000 No Text • surrendered for exchange, upon surrender of the Certificates to be exchanged at the principal office of the Paying Agent/ Registrar. .Whenever any Certificates are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Certificates to the Holder requesting the exchange. All Certificates issued in any transfer or exchange of Certificates shall be delivered to the Holders at the principal office of the Paying Agent/Registrar or sent by United States Mai 1, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered in such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 28 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 6: Book-Entry Only Transfers and Transactions. Notwithstanding the provisions contained in Sections 3 and 5 hereof relating to the payment, and transfer/exchange of the Certificates, the City hereby approves and authorizes the use of "Book-Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company (DTC), a limited purpose trust company organized under the laws of the State of New York, in accordance with the requirements and procedures identified in the Letter of Representation, by and between the City, the Paying Agent/Registrar and DTC (the "Depository Agreement") relating to the Certificates. -5-64000 No Text Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be deposited with DTC who shall hold said Certificates for its participants (the "DTC Participants"). While the Certificates are held by DTC under the Depository Agreement, the Holder of the Certificates on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the owners,hip of each actual purchaser or owner of each Certificate (the "Beneficial Owners") being recorded in the records of DTC and DTC Participants. In the event DTC determines to discontinue serving as securities depository for the Certificates or otherwise ceases to provide book-entry clearance and settlement of securities transactions in general or the City determines that DTC is incapable of properly discharging its duties as securities depository for the Certificates, the City covenants and agrees with the Holders of the Certificates to cause Certificates to be printed in definitive form •nd provide for the Certificates to be issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Certificates in definitive form shall be assigned, transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of such Certificates shall be made in accordance with the provisions of Sections 3 and 5 hereof. SECTION 7: Execution -Registration. The Certificates shall be executed on behalf of the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City Secretary. The signature of said officers ·on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the Certificate Date shall be deemed to be duly executed on behalf of the City, notwithstanding that one or more of the individuals executing the same shall cease to be such officer at the time of delivery of the Certificates to the initial purchaser(s) and with respect to Certificates delivered in subsequent exchanges and transfers, all as authorized and provided in the Bond Procedures Act of 1981, as amended. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 9C, manually executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration substantially in the form provided in Section 90, manually executed by an authorized officer, employee or representative of the Paying -6- 64000 No Text Agent/Registrar, and either such certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified, registered and delivered. SECTION 8: Initial Certificate(s). The Certificates herein authorized shall be initially issued either (i) as a single fully registered certificate in the total principal amount of $1,145,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1, or (ii) as ten (10) fully registered certificates, being one certificate for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the "Initial Certificate(s)") and, in either case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Certificate(s) shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificate(s) delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and 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 insurance legends in the event the Certificates, or any maturities thereof, are purchased with insurance and any reproduction of an opinion of counsel) -7- 64000 ---···---------·--····----·-·-----·- No Text thereon as may, consistently herewith, be established by the City or determined by the officers executing such Certificates as evidenced by their execution. Any portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the certificate. The definitive Certificates shall be printed, lithographed, or engraved or produced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution, but the Initial Certificate(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. The City may provide (i) for issuance of one fully registered Certificate for each Stated Maturity in the aggregate principal amount of each Stated Maturity and (ii) for registration of such Certificates in the name of a securities depository, or the nominee thereof. The Letter of Representations by and among the City, the Paying Agent/Registrar, and the initial securities depository (Depository Trust Company) a form of which is attached hereto as Exhibit B, is approved and may be executed by the Mayor and City Secretary on behalf of the City. The execution of a Letter of Representations may occur either before or after delivery of the Certificates to the initial purchasers but shall not affect the City• s obligation to pay the registered owners the principal of and interest on the Certificates as the same become due. While any Certificate is registered in the name of a securities depository or its nominee, references herein and in the Certificates to the holder or owner of such Certificate shall mean the securities depository or its nominee and shall not mean any other person. B. Form of Certificates. REGISTERED REGISTERED NO. $ ______ __ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATE OF OBLIGATION SERIES 1991 Certificate Date: Interest Rate: Stated Maturity: CUSIP NO: May 15, 1991 \ Registered Owner: Principal Amount: DOLLARS -8-6~000 --··-··--···· No Text The City of Lubbock (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Lubbock, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, the Principal Amount stated above, without right of redemption prior to maturity, on the Stated Maturity date specified above and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid Principal Amount hereof from the Certificate Date at the per annum rate of interest specified above; such interest being payable on February 15 and August 15 of each year, commencing February 15, 1992. Principal of this Certificate is payable at its Stated Maturity to the registered owner hereof, upon presentation and surrender, at the principal office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register on the Record Date or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are 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. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This Certificate is one of the series specified in its title issued in the aggregate principal amount of $1,145,000 (herein referred to as the "Certificates") for the purpose of paying contractual obligations to be incurred for (i) the acquisition of a landfill site and the purchase of equipment therefor and (ii) professional services rendered in connection -9-,4000 No Text therewith, under and in strict conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A., Local Government Code, Subchapter C of Chapter 271, and pursuant to an Ordinance adopted by the governing body of the City (herein referred to as the "Ordinance"). The Certificates are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City and are additionally payable from and secured by a lien on and pledge of the Net Revenues (as defined in the Ordinance) of the City's Solid Waste Disposal System (the "System"), such lien and pledge, however, being junior and subordinate to the lien on and pledge of the Net Revenues of the System securing the payment of "Prior Lien Obligations" (as defined in the Ordinance) hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations while the Certificates are outstanding without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the principal office of the Paying Agent/Registrar, and to all the provisions of which the Holder hereof by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Certificates; the properties constituting the System; the Net Revenues pledged to the payment of the principal of and interest on the Certificates; the nature and extent and manner of enforcement of the pledge; the terms and conditions relating to the transfer of this Certificate; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders of the Certificates; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the liens, pledges, charges and covenants made therein may be discharged at or prior to the maturity of this Certificate, and this Certificate . deemed to be no longer Outstanding thereunder; and for the other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the principal office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar -10- 64000 No Text duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more fully registered Certificates of authorized denominations and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, may treat the registered owner hereof whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled to payment of principal hereof at its Stated Maturity and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (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 (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mai 1, first class postage pr.epaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and covenanted that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the . City have been properly done, have happened and have been performed . in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Certificates by the levy of a tax and a pledge of the Net Revenues of the System as aforestated. In case any provision in this Certificate or any application thereof shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The -11- 64000 No Text ,, terms and · provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly executed under the official seal of the City as of the Certificate Date. CITY OF LUBBOCK, TEXAS COUNTERSIGNED: Mayor City Secretary (SEAL) c. * Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS THE STATE OF TEXAS § § § § REGISTER NO. I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts (SEAL) of the State of Texas *NOTE TO PRINTER: Do not print on definitive Certificates -12- 1i400D No Text D. Form of Certificate of Paying Agent/Registrar to Appear on Certificates (other than a single fully registered Initial Certificate). REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued and registered under the provisions of the within-mentioned Ordinance; the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registration Date: E. Form of Assignment. TEXAS COMMERCE BANK NATIONAL ASSOCIATION Lubbock, Texas as Paying Agent/Registrar By Authorized Signature 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 Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints .................................................... . attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature guaranteed: 6 4 0 0 D NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. -13- ---------------------. -·-----···-· No Text F. The Initial Certificate(s) shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the certificate the headings "Interest Rate " and "Stated Maturity " shall both be omitted; (ii) paragraph one shall read as follows: Registered Owner: Principal Amount: Dollars The City of Lubbock (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Lubbock, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, the Principal Amount hereinabove stated, without right of redemption prior to maturity, on February 15 in each of the years and in principal installments in accordance with the following schedule: PRINCIPAL INSTALLMENTS (Information to be inserted from schedule in Section 2 hereof). INTEREST RATE and to pay interest on the unpaid Principal Amount hereof from the Certificate Date at the per annum rates of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 of each year, commencing February 15, 1992. Principal installments of this Certificate are payable at its Stated Maturity to the registered owner hereof, upon its presentation and surrender at the principal office of Texas Commerce Bank National Association, Lubbock, Texas (the "Paying Agent/Registrar"). Interest is payable to the registered owner of this Certificate whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date hereof and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying -14- 64000 No Text Agent/ Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are 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. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: Definitions. That for purposes of this Ordinance and for clarity with respect to the issuance of the Certificates, and the levy of taxes and appropriation of Net Revenues therefor, the following words or terms, whenever the same appear herein without qualifying language, are defined to mean as follows: 64000 (a) The term "Additional Certificates" shall mean combination tax and revenue certificates of obligation hereafter issued under and pursuant to the provisions of V.T.C.A., Local Government Code, Subchapter C of Chapter 271, or similar law hereafter enacted and payable from ad valorem taxes and additionally payable from and secured by a parity lien on and pledge of the Net Revenues of the System of equal rank and dignity with the lien and pledge securing the payment of the Certificates. (b) The term "Certificates" shall mean $1,145,000 "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991" authorized by this Ordinance. (c) The term "Certificate Fund" shall mean the special Fund created and established under the provisions of Section 11 of this Ordinance. (d) The term "Collection Date" shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date annual ad valorem taxes levied each year by the City become delinquent. -15- '.! 64000 (e) The term "Fiscal Year" shall mean the annual financial accounting period used with respect to the operations of the System now ending on September 30th of each year; provided, however, the City Council may change, by ordinance duly passed, such annual financial accounting period to end on another date if such change is found and determined to be necessary for budgetary or other fiscal purposes. (f) The term "Government Securities" sha 11 mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and the United States Treasury obligations such as its State and Local Government Series in book-entry form. (g) The term "Gross Revenues" shall mean all income, receipts and revenues 'of every nature derived or received from the operation and ownership (excluding gifts and grant moneys, federal or state) of the System, including earnings and income derived from the investment or deposit of moneys in any special funds or accounts created and established for the payment and security of the Prior Lien Obligations and other obligations payable in whole or in part from and secured by a lien on and pledge of the Net Revenues. (h) The term "Net Revenues" shall mean the Gross Revenues of the System, with respect to any period, after deducting the System's Operating and Maintenance Expenses during such period. ( i) The term "Operating and Maintenance Expenses" shall mean all reasonable and necessary expenses directly related and attributable to the operation and maintenance of the System, including, but not limited to, the cost of insurance, the purchase and carrying of stores, materials, and supplies, the payment of salaries, labor and other expenses reasonably and properly charged, under generally accepted accounting principles, to the operation and maintenance of the System. Depreciation charges on equipment, machinery, plants and other facilities comprising the System and expenditures classed under generally accepted accounting principles as capital expenditures shall not be considered as "Operating and Maintenance Expenses" for purposes -of determining "Net Revenues". -16- No Text (j) The term "Outstanding" when used in this Ordinance with respect to Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Ordinance, except: (1) those Certificates cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates deemed to be duly paid by the City in accordance with the provisions of Section 24 hereof by the irrevocable deposit with the Paying Agent/Registrar, or an authorized escrow agent, of money or Government Securities, or both, in the amount necessary to fully pay the principal of, premium, if any, and interest thereon to maturity; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 28 hereof. (k) The term "Prior Lien Obligations" shall mean all bonds or other similar obligations hereafter issued that are payable in whole or in part from and secured by a lien on and pledge of the Net Revenues of the System and such lien and pledge securing the payment thereof is prior and superior in claim, rank and dignity to the lien and pledge of the Net Revenues securing the payment of the Certificates. (1) The term "System" shall mean the City's Solid Waste Disposal System, being all plants, collection vehicles, incinerators, sanitary landfills, or other works, facilities and equipment of the City acquired, installed and operated for the purpose of collecting, handling, storing, treating, neutralizing, stabilizing, or disposing of solid wastes, garbage and rubbish, including sites therefor; provided, however, the City, by ordinance adopted by the City Council, may identify and designate one or more incinerators hereafter acquired or constructed, together with all property incident and necessary to its operation, to be removed and not a part of the System as defined herein, and such facilities so identified and designated, together -17- 64000 No Text ,, with the revenues received and expenses incurred in connection with the operation and maintenance thereof, shall not constitute a part of the System or be encumbered in any respect by the provisions of this Ordinance. SECTION 11: Certificate Fund. That, for the purpose of paying the interest on and to provide a sinking fund for the payment and retirement of the Certificates, there shall be and is hereby created a special Fund to be designated "SPECIAL 1991 CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE SYSTEM REVENUE CERTIFICATE OF OBLIGATION FUND", which Fund shall be kept and maintained at the City's depository bank, and moneys deposited in said Fund shall be used for no other purpose. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent for the Certificates, from funds on deposit in the Certificate Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Certificates as the same accrues or matures; such transfers of funds to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent for the Certificates at the close of business on the last business day next preceding each interest and/or principal payment date for the Certificates. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the "Public Funds Investment Act of 1987" relating to the investment of "bond proceeds"; provided that all such investments shall be made in such a manner that the money required to be expended from said Fund will be available at the proper time or times. All interest and income derived from deposits and investments in said Certificate Fund shall be credited to, and any losses debited to, the said Certificate Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 12: Tax Levy. That to provide for the payment of the "Debt Service Requirements" on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2\ (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while said Certificates or any interest thereon shall remain Outstanding, a sufficient tax on each one hundred dollars' valuation of taxable property in said City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall -18- 64000 ------------ No Text be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be deposited into the Certificate Fund. This governing body hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates herein authorized to be · issued shall be determined and accomplished in the following manner: (a) Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: (1) The amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of Net Revenues of the System appropriated and a I located to pay such Debt Service Requirements prior to the Collection Date for the ad valorem taxes to be levied. (2) The amount of Net Revenues if any, appropriated and to be set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. ( 3) The amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (b) The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (3) above less the sum total of the amounts established in paragraphs (l)and (2), after taking into consideration delinquencies and costs of collecting such annual taxes. -19- 64000 ---------------------· ------ No Text SECTION 13: Pledge of Revenues. The City hereby covenants .and agrees that, subject only to a prior lien on and pledge of the Net Revenues of the System for the payment and security of Prior Lien Obligations, the Net Revenues of the System, with the exception of those in excess of the amounts required to be deposited to the Certificate Fund as hereafter provided, are hereby irrevocably pledged, equally and ratably, to the payment of the principal of and interest on the Certificates and Additional Certificates, if issued, as herein provided, and the pledge of the Net Revenues of the System herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the System in accordance with the terms and provisions hereof and be valid and binding without further action by the City and without any filing or recording except for the filing of this Ordinance in the records of the City. SECTION 14: System Fund. The City hereby covenants and agrees that all Gross Revenues (excluding earnings from the investment of money held in any special funds or accounts created for the payment and security of Prior Lien Obligations) shall be deposited from day to day as collected into a •city of Lubbock, Texas, Solid Waste Disposal System Operating Fund• (hereinafter called •system Fund•) which F~nd shall be kept and maintained at an official depository bank of the City. All moneys , deposited in the System Fund shall be pledged and appropriated to the extent required for the following purposes and in the order of priority shown, to wit: '.COOD First: To the payment of all necessary and reasonable Operating and Maintenance Expenses of the System as defined herein or required by statute to be a first charge on and claim against the Gross Revenues. Second: To the payment of the amounts required to be deposited in the special Funds created and established for the payment, security and benefit of Prior Lien Obligations in accordance with the terms and provisions of the ordinances authorizing the issuance of Prior Lien Obligations; and Third: To the payment of the amounts required to be deposited in the special funds and accounts (the Certificate Fund) created and established for the payment of the Certificates and Additional Certificates. -20- No Text .. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 15: Deposits to Certificate Fund. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to each interest and principal payment date from the Net Revenues of the System, after deduction of all payments required to be made to special Funds or accounts created for the payment and security of the Prior Lien Obligations, an amount equal to one hundred per centum (100%) of the amount required to fully pay the accrued interest and principal of the Certificates then due and payable by reason of maturity, such deposits to pay accrued interest and principal on the Certificates to be made in substantially equal monthly installments on or before the last business day of each month beginning the month the Certificates are delivered to the initial purchaser. The monthly deposits to the Certificate Fund, as hereinabove provided, shall be made until such time as such Fund contains an amount equal to pay the principal of and interest on the Certificates to maturity. Ad valorem taxes levied, collected and deposited in the Certificate Fund for and on behalf of the Certificates may be taken into consideration and reduce the amount of the monthly deposits otherwise required to be deposited in the Certificate Fund from the Net Revenues of the System. In addition, any proceeds of sale of the Certificates in excess of the amount required to pay the contractual obligations to be incurred (including change orders to a construction contract) shall be deposited in the Certificate Fund, which amount shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes and the Net Revenues of the System. SECTION 16: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested) shall be secured ·in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 17: Maintenance of System Insurance. While the Certificates remain Outstanding, the City covenants and agrees to maintain and operate the System with all possible efficiency and to maintain casualty and other insurance on the properties of the System and its operations of a kind and in -21- 64000 -------------------·---·---··-·-·--- No Text such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type business; and that it will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Texas. SECTION 18: Rates and Charges. The City hereby covenants and agrees that rates and charges for the collection and disposal of solid wastes will be established and maintained, on the basis of all available information and experience and with due allowance for contingencies, that are reasonably expected to provide Gross Revenues to pay: (a) Operating and Maintenance Expenses of the System; (b) the interest on and principal of Prior Lien Obligations and the amounts required to be deposited into any specia 1 Funds created and established for the payment and security of the Prior Lien Obligations; (c) tqe amounts required to be deposited in the special Funds or Accounts (the Certificate Fund) created for the payment of the Certificates and Additional Certificates; (d) payable secured thereof. any from by a other the lien legally incurred indebtedness revenues of the System and/or on the System or the revenues SECTION 19: Records and Accounts -Annual Audit. The City further ·covenants and agrees that while any Certificates remain Outstanding, it will keep and maintain accurate and complete records and accounts pertaining to the ownership, operation and maintenance of the System. The Holders of the Certificates or any duly authorized agent or agents of such Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of Certified Public Accountants. Copies of each annual audit shall be furnished to the Executive Director of the Municipal Advisory Council of Texas at his office in Austin, Texas and upon written request, to the initial purchaser of the Certificates and any subsequent Holder of 10\ or more in principal amount of the Certificates Outstanding. -22- 64000 No Text SECTION 20: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Ordinance, the owner or owners of any of the Certificates shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescense therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 21: Special Covenants. covenants as follows: The City hereby further (a) It has. the lawful power to pledge the Net Revenues of the System supporting this issue of Certificates and has lawfully exercised said powers under the Constitution and laws of the State of Texas, including said power existing under V. T. c .A., Local Governmental Code, Subchapter c of Chapter 271. (b) Other than for the payment Certificates, the Net Revenues of the System in any manner been pledged to the payment of or obligation of the City or of the System. of the have not any debt SECTION 22: Issuance of Prior Lien Obligations and Additional Certificates. The City hereby expre·ssly reserves the right to hereafter issue Prior Lien Obligations, without limitation as to principal amount or any other limitation or restriction. In addition, the City reserves the right to issue Additional Certificates, without limitation or any restriction or condition being applicable to their issuance under the terms of this Ordinance, payable from and secured by a lien on and pledge of the Net Revenues of the System of equal rank and dignity, and on a parity in all respects, with the lien thereon and pledge thereof securing the payment of the Certificates. -23-5COOD No Text SECTION 23: Subordinate to Prior Lien Obligations Covenants and Agreements. It is the intention of this governing body and accordingly hereby recognized and stipulated that the provisions, agreements and covenants contained herein bearing upon the management and operations of the System and the administering and application of revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements and covenants contained in ordinances authorizing the issuance of Prior Lien Obligations, and to the extent of any irreconciable conflict between the provisions contained herein and in ordinances authorizing the issuance of Prior Lien Obligations, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred thereby to the holders or owners of the Prior Lien Obligations. Notwithstanding the above, any change or modification affecting the application of revenues derived from the operation of the System shall not impair the obligation of contract with respect to the pledge of revenues herein made for the payment and security of the Certificates. SECITON 24: Satisfaction of Obligations of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Net Revenues of the System under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates at maturity, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or ( i i) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due by reason of maturity the principal of and interest on such Certificates on and prior to the maturity thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be -24- 64000 '-------------------. ---·· ·-·-----. No Text treated as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so. deposited with the Paying Agent/Registrar and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of four (4) years after the maturity of the Certificates such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. SECTION 25: Ordinance a Contract Amendments. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City, may, without the consent of or notice to any Holders of the Certificates, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders of the Certificates, including the curing of any ambiguity, inco.nsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders of the Certificates holding a majority in aggregate principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Certificates, reduce the principal amount thereof, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required to be held by Holders for consent to any such amendment, addition, or rescission. -25- 64000 No Text SECTION 26: Notices to Holders -Waivers. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mai 1, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 27: Cancellation. Certificates surrendered for payment, transfer, or exchange, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying Agent/Registrar shall be returned to the City. SECTION 28: Mutliated, Destroyed, Lost and Stolen Certi- ficates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and ( i i) the furnishing to the Paying -26- ,4000 No Text Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to · this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Certificates. SECTION 29: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section 29, the following terms have the following meanings: 64000 "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, enacted on or before the date of delivery of the Certificates to the initial purchaser(s) thereof. "Computation Date" has the meaning stated in Treas. Reg. § 1.148-8T(b)(1). "Gross Proceeds" has the meaning stated in Treas. Reg. § 1.148-8T(d). "Investment" has the meaning stated in Treas. Reg. § 1.148-8T(e). "Net Proceeds" of the Certificates means the proceeds of the Certificates. "Nonpurpose Investment" means any Investment in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purpose of the Certificates. "Rebatab1e Arbitrage• has the meaning stated in Treas. Reg. § 1.148-2T. -27- ------~------------------------···--·-· No Text "Yield of" (1) any Investment shall be computed in accordance with Treas. Reg. §1.148-2T, and (2) the Certificates has the meaning stated in Treas. Reg. § 1.148-3T. The Yield on the Certificates is to be computed on a joint yield basis together with the City's "General Obligation Bonds, Series 1991," and Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991." (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which, if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City shall have received a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exclusion of interest on any Certificate from gross income for federal income tax purposes pursuant to Section 103 of the Code, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall, at all times prior to the last Stated Maturity of Certificates, 64000 (1) exclusively own, operate, and possess all property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds of the Certificates and not use or permit the use of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds in any activity carried on by any person or entity other than a state or local government, unless such use is solely as a member of the general public, or -28- No Text (2) not directly or indirectly impose or accept any charge or other payment for use of Gross Proceeds of the Certificates or any property the acquisition, construction, or improvement of which is to be financed directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if (1) property acquired, constructed, or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes, (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output, or similar contract or arrangement, or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, the City shall not, at any time prior to the final Stated Maturity of the Certificates, directly or indirectly invest Gross Proceeds of the Certificates in any Investment (or use such Gross Proceeds to replace money so invested), if as a result of such investment the Yield of all Investments allocated to such Gross Proceeds whether then held or previously disposed of, exceeds the Yield of the Certificates. (f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of Section 149(b) of the Code and the regulations and rulings thereunder. (g) Information Report. The City shall timely file with the Secretary of the Treasury the information required by section 149(e) of the Code with respect to the Certificates on such form and in such place as such Secretary may prescribe. -29- 64000 No Text (h) Payment of Rebatable Arbitrage. Except to the extent otherwise provided in section 148(f) of the Code and the regulations and rulings thereunder, , .. 000 (1) The City shall account for all Gross Proceeds of the Certificates (including all receipts, expenditures, and investments thereof) on its books of account separately and apart from all other funds (and receipts 1 expenditures, and investments thereof) and shall maintain all records of such accounting with the official transcript of the proceedings relating to the issuance of the Certificates until six years after the final Computation Date. The City may, however 1 to the extent permitted by law, commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall either (i) cause to be calculated by a nationally recognized accounting or financial advisory firm or (ii) calculate and cause its calculations. to be verified by a nationally recognized accounting or financial advisory firm, in either case in accordance with rules set forth in section 148(f) of the Code and Treas. Reg. § 1.148-2T and rulings thereunder, the Rebatable Arbitrage with respect to the Certificates. The City shall maintain such calculations with the official transcript of the proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the initial purchasers thereof and the loan of the money represented thereby, and in order to induce such purchase by measures designed to result in the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States the amount described in paragraph (2) above and the amount described in paragraph (4) below, at the times, in the installments, to the place, in the manner, and accompanied by such forms or other information as is or may be required by section 148(f) of the Code and Treas. Reg. §§ 1.148-lT through 1.148-9T and rulings thereunder. -30- No Text ( 4) The City sha 11 exercise reasonable di 1 igence to assure that no errors are made in the calculations required by paragraph (2) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any Correction Amount as described in Treas. Reg. § 1.148-1T(c)(2) and any penalty under Treas. Reg. § 1.148-1T(c)(3)(ii)(B). SECTION 30: Sale of the Certificates. The sale of the Certificates to Rauscher Pierce Refsnes, Inc. & Associates (herein referred to as the "Purchasers") at the price of par and accrued interest to the date of delivery, is hereby approved and confirmed. Delivery of the Certificates to the Purchasers shall occur as soon as possible upon payment being made therefor in acco~dance with the terms of sale. SECTION 31: Proceeds of Sale. The proceeds of sale of the Certificates, excluding the accrued interest received from the Purchasers, shall be deposited in a construction fund maintained at the City's depository bank. Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in authorized investments pursuant to the Public Funds Investment Act of 1987 and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Certificate Fund as shall be determined by the City Council. All surplus proceeds of sale of the Certificates, including investment earnings, rema1n1ng after completion of all authorized projects or purposes shall be deposited to the credit of the Certificate Fund. SECTION 32: Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas, including the printing of the Certificates, and shall take and have charge and control of the Certificates pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers. Furthermore, the Mayor, City Secretary, City Manager, and Assistant City Manager for Financial Services, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the issuance of the Certificates, including a certification as to facts, estimates, circumstances and reasonable expectations pertaining to the use and expenditure and investment of the proceeds of the Certificates as may be -~1- No Text necessary for the approval of the Attorney General, registration by the Comptroller of Public Accounts and delivery of the Certificates to the purchasers thereof and, together with the City's financial advisor, bond counsel and the Paying Agent/ Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the purchasers. SECTION 33: Official Statement. The Official Statement prepared in the initial offering and sale .of the Certificates by the City, together with all addendas, supplements and amendments thereto issued on behalf of the City, is hereby approved as to form and content, and the City Council hereby finds that the information and data contained in said Official Statement pertaining to the City and its financial affairs is true and correct in all material respects and no material facts have been omitted therefrom which are necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The use of such Official Statement in the reoffering of the Certificates by the Purchasers is hereby approved and authorized. SECTION 34: Printed Opinion. The Purchaser's obligation to accept delivery of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski, Attorneys, approving such Certificates as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Certificates. Printing of a true and correct reproduction of said opinion on the reverse side of each of the definitive Certificates is hereby approved and authorized. SECTION 35: CUSIP Numbers. That CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving said Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 36: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. -32- 64000 ------------------------------------·---···· No Text SECTION 37: Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 38: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 39: Severability. If any prov1s1on of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the ·application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 40: Effect of Headings. herein are for co=n~v~e~n~i~e-n~c~e--~o~n~l~y~·a=nd construction hereof. The Section headings shall not affect the SECTION 41: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 42: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. -33- 64000 No Text SECTION 43: Effective Date. This Ordinance shall take effect and be in force immediately from and after its passage on second and final reading, and IT IS SO ORDAINED. PASSED AND ADOPTED ON FIRST READING, this 25th day of Apri 1, 1991. PASSED AND ADOPTED ON SECOND AND FINAL READING, this 26th day of April, 1991. CITY OF LUBBOCK, TEXAS ATTEST: ·(city Seal) _. -- -34- ,4000 ·~--------------------·-- .• ,..,., EXHIBIT A d PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of April 26, 1991 (this "Agreement"), by and between the City of Lubbock, Texas (the "Issuer"), and Texas Commerce Bank National Association, Lubbock, Texas, a banking association duly organized and existing under the laws of the United States of America (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991" (the "Securities") in the aggregate principal amount of $1,145,000, such Securities to be issued in fully registered form only as to the payment of principal thereof and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about May 30, 1991; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer, and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities, and, as such Paying Agent, the Bank shall be responsible for paying on behalf of the Issuer the principal of, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof; all in accordance with this Agreement and the "Bond Resolution" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the Securities, the Bank No Text shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Bond Resolution". The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/ Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank • s current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Bank in accordance with any of the prov1s1ons hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: 64850 "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the principal corporate trust office of the Bank as indicated on page 12 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. -2- '-----------------------------------· No Text 6 4 8 s 0 "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor, City Secretary, City Manager, or Assistant City Manager for Financial Services, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government, or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Resolution). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Bond Resolution. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the · Bank on behalf of the Issuer providing for the registration and transfer of Securities. -3- No Text "Stated Maturity" means the date specified in the Bond Resolution the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of the Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principa 1 of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. All payments of principal and/or interest on the Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable to the registered owners, drawn on the fidicuary account provided in Section 5.05 hereof, sent by United States mail, first class, postage prepaid, to the address appearing on the Security Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities at the dates specified in the Bond Resolution. -4- 6 4 8 s 0 No Text ARTICLE FOUR REGISTRAR Section 4.01. Security Register-Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange, and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacements of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request feels necessary to effect exchange of the Securities. any supporting documentation a re-registration, transfer, it or To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Securities. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other governments or corporations for which it serves as registrar, or that is maintained for its own securities. -5- fo 4 8 5 D No Text Section 4.03. Form of the Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer, and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer I upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of 1 an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Cancelled Securities. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, ~r which have been paid. Section 4.06. Mutilated, Destroyed, Securities. Lost, or Stolen The Issuer hereby instructs the Bank, subject to the provisions of Section 28 of the Bond Resolution, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. -6-64850 No Text In case any Security shall be mutilated, destroyed, lost, or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in th~ same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed, lost, or stolen Security, only upon (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss, or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. ·All expenses and charges associated with such indemnity and with the preparation, execution, and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, destroyed, lost, or stolen. Section 4.07. Transaction Information to the Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01 hereof, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01 hereof, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06 hereof. ARTICLE FIVE THE BANK Section 5.01. Duties of the Bank. The Bank undertakes herein and agrees to use thereof. to perform the duties set forth reasonable care in the performance Section 5.02. Reliance on the Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the op1n1ons expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. -7- 648SD No Text • (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of a'ny of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, op1n1on, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Bank may consu 1 t with counse 1, and the writ ten advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers and perform any duties hereunder either directly through agents or attorneys of the Bank. Section 5.03. Recitals of the Issuer. hereunder or by or The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsiblity for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may ·otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. -8- 648SO ~-------------------------------------------------------------------- No Text Section 5.05. Moneys Held by the Bank Separate Account/Collateraliza~t~i~o~n~.~~~=-~----~~~~~---------=~~~~ A separate account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collaterialized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for accounts of the Issuer to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such account shall be made by check drawn on such account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for four years after final maturity of the Security has become due and payable wi 11 be paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the state and county where either the Bank Office or the administrative office of the Issuer is located, and agree that service of process by certified or registered rna i 1, return receipt requested, to the -9- 64150 No Text address referred to in Section 6. 03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. DT Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 12 of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. -10- 64850 No Text Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement wi 11 terminate ( i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and the Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay, or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. -11- No Text The provisions of Sect ion 1. 02 and of Article Five sha 11 survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Tex~s. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [SEAL] Attest: City Secretary (SEAL) ATTEST: Title: 64850 CITY OF LUBBOCK, TEXAS BY ~------------------------------Mayor Address: P. 0. Box 2000 Lubbock, Texas 79457 TEXAS COMMERCE BANK NATIONAL ASSOCIATION Lubbock, Texas BY -------------------------------- Mailing Address: P. 0. Box 841 Lubbock, Texas 79408 Delivery Address: 1314 Avenue K Lubbock, Texas 79401 -12- ----------------------------------------------· -- No Text • f.XHIBIT B ~.:;::;_;W:~:·;~;~:·:~·~(:•.'~-:·.>~:_.~,.-_.;-,,;:-'::·~·.: :~··· .-··.BOOK-~NTRY·ONLYMUNICIPAL BONDS : .. : ·.-:· -.-:-... . ·. ,-· .: . :··:.· _ . . , . . . . The Depository Trust Company 55 Water Street New York, NY 10041 Attention: General Counsel's Office Letter of Representations TO BE COMPLETED BY ISSUER AND AGENT. IF ANY City of Lubbock, Texas !'IO.&ml! of Issuer Texas Commerce Bank National Association Re: $1,145 2000 "City of Lubbock, Texas. Combination Tax and Gentlemen: Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991 !Issue Oescriptionl April 26, 1991 !Date) The purpose of this letter is to set out certain matters relating to the above-referenced Bonds (the "Bonds"). National Association Texas Commerce Bank/ is acting as Trustee, Paying Agent, Fiscal Agent, or other Agent of the Issuer \\ith (the"Agenn respect to the Bonds. The Bonds will be issued pursuant to a Trust Indenture, Bond Resolution, or other such document authorizing the issuance of the Bonds dated as of May 15 , 19 91 (the "Oocument(s)N). -----------is distributing the Bonds through The Depository Trust Company ("OTC"). (the "Underwriter1 To induce DTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules with respect to the Bonds, the Issuer and the Agent, if any, make the following representations to DTC: 1. Subsequent to Closing on the Bonds on May 30 , 19 91 , there shall be deposited with DTC one Bond certificate in registered form registered in the name of DTC's nominee, Cede & Co., for each stated maturity of the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal amount of such Bonds. If, however, the aggregate principal amount of any maturity exceeds $100,000,000, one certificate will be issued with respect to each $100,000,000 of principal amount and an additional certificate will be issued with respect to any remaining principal amount. Each $100,000,000 Bond certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER. PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON 15 WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. .. No Text .. io .. • 2. In the event of any solicit.-ttion of consents from and voting by holders of the Bonds, the Issuer or Agent, shall ~tablish a record date for such purposes and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the e:dent possible. 3. In the event of a redemption or any other similar transaction resulting in retirement of all Bonds outstanding or a reduction in aggregate principal amount of Bonds outstanding ("full or partiaJ redemption") or an advance refunding of all or part of the Bonds outstanding, the Issuer or Agent, shall give DTC notice of such event not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 4. In the event of a partial redemption or an advance refunding of part of the Bonds outstanding, the Issuer or Agent shall send DTC a notice specifying: 1) the amount of the redemption or refunding; 2) in the case of a refunding, the maturity date(s) established under the refunding; and 3) the date such notice is to be mailed to Bondholders or published ("the Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. The Issuer or Agent will forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted in that transmission. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) The Publication Date shall be not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 5. In the event of an invitation to tender the Bonds, notice to Bondholders by the Issuer or Agent, specifying the terms of the tender and the date such notice is to be mailed to Bondholders or published ("the Publication Date") shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) 6. All notices and payment ad\'ices sent to DTC shall contain the CUSIP number of the Bonds. 7. Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at (516) 227-4039 or (516) 227--l 190. The Agent shall confirm DTC's receipt of such facsimile transmission by telephoning the Call Notification Department at (516) 227-1070. Notices to DTC by mail or any other means shall be sent to: The Depository Trust Company Call Notification Department Muni Reorganization Manager 711 Stewart Avenue Garden City. NY 11530 8. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day funds on each payment date (or the equivalent in accordance with existing arrangements between the Issuer or Agent and DTC). Such payments shall be made payable to the order of Cede & Co. 9. Payments of principal shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day funds on each payment date. Principal payments shall be made payable to the order of Cede & Co., and shall be addressed as follows: No Text • • The Depository Trust Company Muni Redemption Department 55 Water Street-50th Aoor New York, NY 10041 Attention: Collection Supervisor 10. DTC may direct the Issuer or Agent to use any other telephone number for facsimile transmission, address, or department of DTC as the number, address or department to which payments of interest or principal or notices may be sent. 11. In the event of a redemption, acceleration or any other similar transaction (e.g., tenders made and accepted in response to the Issuer's or Agent's invitation) necessitating a reduction in aggregate principal amount of Bonds outstanding or an advance refunding of part of the Bonds outstanding, DTC, in its discretion, (a) may request the Issuer or Agent to issue and authenticate a new Bond certificate or (b) shall make an appropriate notation on the Bond certificate indicating the date and amounts of such reduction in principal, except in the case of final maturity, in which case the certificate must be presented to the Issuer or Agent prior to payment. 12. In the event the Issuer determines pursuant to the Document(s) that beneficial owners of the Bonds shall be able to obtain certificated Bonds, the Issuer or Agent shall notify DTC of the availability of Bond certificates and shall issue, transfer and exchange Bond certificates in appropriate amounts as required by DTC and others. 13. DTC may determine to discontinue providing its service as securities depository with respect to the Bonds at any time by giving reasonable notice to the Issue or Agent (at which time DTC will confirm with the Issuer or Agent the aggregate principal amount of the Bonds outstanding) and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, whenever DTC requests the Issuer and the Agent to do so, the Agent and the Issuer will cooperate with OTC in taking appropriate action to make available one or more separate certificates evidencing the Bonds to any DTC Participant having Bonds credited to its DTC account. 14. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer. Note•: a. If there is no organization acting as Agent for the Issuer. and all obligations in this Letter of Representations are to be assumed solely by the Issuer, references to such Agent may be irlked out. b. Neither OTC nor (Cede & Co.) provides consents with respect to any security. Under its usual procedures, OTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s voting rights to those Participants having the security credited to their accounts on the record date (identified in a listing attached to the Omnibus Proxy). The requirement to advise OTC of the record date for the solicitation of consents is set forth in paragraph 2 of the letter. c. Under Rules of the Municipal Securities Rulemaking Board relating to "good delivery,· a municipal securities dealer must be able to determine the date that a notice of partial call or of an advance refunding of part of an issue is published (the ·Publication Oate1. The establishment of such a Publication Date Is addressed in paragraph 4 of the letter. Received and Accepted: TilE DEPOSITORY TRUST COMPANY Br.---------------------------~----------------<Authonzea Officer's Sign.aturd cc: Underwriter Underwriter's Counsel Very truly yours, Texas Commerce Bank National Association IAuthonzed Officer's Sign.1turel tnt!.· I City of Lubbock, Texas Culssuerl (Authorized OfHcfl''s Signature) Mayor tntlc) No Text . ._ SCHEDULE A Year of Principal Interest Stated Maturity Amount Rate 1992 $115,000 7.80% 1993 115,000 7.80% 1994 115,000 7.80% 1995 115,000 5.80% 1996 115,000 5.90% 1997 115,000 6.00% 1998 115,000 6.10% 1999 115,000 6.25% 2000 115,000 6.25% 2001 110,000 6.25% -----------------------------····-··· -------------------------------------------------------------------------- .. PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of Apri 1 26, 1991 (this "Agreement"), by and between the City of Lubbock, Texas (the "Issuer"), and Texas Commerce Bank National Association, Lubbock, Texas, a banking association duly organized and existing under the laws of the United States of America (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991" (the "Securities") in the aggregate principal amount of $1,145,000, such Securities to be issued in fully registered form only as to the payment of principal thereof and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about May 30, 1991; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer, and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities, and, as such Paying Agent, the Bank shall be responsible for paying on behalf of the Issuer the principal of, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof; all in accordance with this Agreement and the "Bond Resolution" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the Securities, the Bank No Text .. shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Bond Resolution". The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/ Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Bank in accordance with any of the prov1s1ons hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the principal corporate trust office of the Bank as indicated on page 12 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. -2- No Text 6 4 8 S D "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor, City Secretary, City Manager, or Assistant City Manager for Financial Services, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government, or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Resolution). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Bond Resolution. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of Securities. -3- ' "Stated Maturity" means the date specified in the Bond Resolution the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of the Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. All payments of principal and/or interest on the Securities to the registered owners shall be accomplished ( 1) by the issuance of checks, payable to the registered owners, drawn on the fidicuary account provided in Section 5.05 hereof, sent by United States mail, first class, postage prepaid, to the address appearing on the Security Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder • s risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities at the dates specified in the Bond Resolution. -4- 6 4 a s o -. , ARTICLE FOUR REGISTRAR Section 4.01. Security Register-Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange, and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacements of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request feels necessary to effect exchange of the Securities. any supporting documentation a re-registration, transfer, it or To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Securities. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other governments or corporations for which it serves as registrar, or that is maintained for its own securities. -5- ' 4 8 s 0 ',. Section 4.03. Form of the Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer, and exchange of the Securities in accordance with the Bank~s genera 1 practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Cancelled Securities. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. I Section 4.06. Mutilated, Destroyed, Securities. Lost, or Stolen The Issuer hereby instructs the Bank, subject to the provisions of Section 28 of the Bond Resolution, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. -6- 64850 No Text In case any Security shall be mutilated, destroyed, lost, or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in th'e same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed, lost, or stolen Security, only upon (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss, or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution, and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, destroyed, lost, or stolen. Section 4.07. Transaction Information to the Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01 hereof, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01 hereof, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06 hereof. ARTICLE FIVE THE BANK Section 5.01. Duties of the Bank. The Bank undertakes herein and agrees to use thereof. to perform the reasonable care duties set forth in the performance Section 5.02. Reliance on the Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the op1n1ons expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. -7- 64850 No Text . . (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,-op1n1on, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, op1n1on, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of the Issuer. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsiblity for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its indi vidua 1 or any other capacity, may become the owner or pledgee o'f Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. -8- 648SD No Text Section 5.05. Moneys Held by the Bank Separate Account/Collateraliza~t~i~o~n·.~~~=-~----~~-=~~---------=~~~~ A separate account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collaterialized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for accounts of the Issuer to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such account shall be made by check drawn on such account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for four years after final maturity of the Security has become due and payable wi 11 be paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the state and county where either the Bank Office or the administrative office of the Issuer is located, and agree that service of process by certified or registered mai 1, return receipt requested, to the -9-64150 No Text address referred to in Section 6. 03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. DT Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issu~r or the Bank, respectively, at the addresses shown on page 12 of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. · Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and-assigns, whether so expressed or not. -10- 64850 No Text \ Section 6.06. Severability. In case any provision herein shall be invalid, i !legal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and the Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay, or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. -11- ' 4 8 s 0 No Text The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. -[SEArL] '.-(SEAL) ATTEST: T~A,{tr &. TRUST OFFIC~R 64850 CITY OF LUBBOCK, TEXAS Address: P. 0. Box 2000 Lubbock, Texas 79457 TEXAS COMMERCE BANK NATIONAL ASSOCIATION Lubbock, Texas BY ~~~~~~~~~~2=~- BY~======~----------~ • VICE PRESIDENT & TRUST OFFICE:~ Mailing Address: P. 0. Box 841 Lubbock, Texas 79408 Delivery Address: 1314 Avenue K Lubbock, Texas 79401 -12- No Text "B" PAYING AGENT SERVICES PROPOSAL RESPONSE FORM FEE SCHEDULE BOND REGISTRAR, TRANSFER AGENT, AND PAYING AGENT-BOOK-ENTRY-ONLY BANK NAME: TEXAS COMMERCE BANK NA LUBBOCK OFFICIAL SUBMITIING: OFFICIAL SIGNATURE: TITLE OF OFFICIAL: ASSISTANT VP & TRUST OFFICER TELEPHONE NUMBER: (806) 742-8511 ACCOUNT MAINTENANCE Per Accunt Annual minimum INTEREST PAYMENTS Payment of interest per interest payment date Each additional ck over 50 PRINCIPAL PAYMENTS Payment of registered bond at maturity or by call OTHER ITEMIZED SERVICES, AS SUGGESTED BY BIDDING BANK: Acceptance Issuance of 1099s on taxable issue Annual m1n1mum for up to 100 \ ' .,. ' $ 1.00 100.00 $ 75.00 1.00 $ 5.00 $500.00 $100.00 I ' ~·· April 25, 1991 Texas Commerce Bank National Association P. 0. Box 841 Lubbock, Texas 79408 Attention: Sherry Burger RE: $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991", dated May 15, 1991 Dear Ms. Burger: In reference to the above described series of obligations, the delivery of the same to the initial purchasers is to occur at your Bank with a single fully registered obligation in the total principal amount of said series (the "Initial Obligation"). When the Initial Obligation has been approved by the Attorney General and registered by the Comptroller of Public Accounts, it will be sent by the Comptroller to the City's Bond Counsel, Fulbright & Jaworski, Attorneys at Law, 2200 Ross Avenue, Suite 2800, Dallas, Texas for their examination. After the examination of the Initial Obligation by said Firm, the same will be sent to you and thereupon you are authorized to deliver the same to the initial purchasers thereof, to wit: Rauscher Pierce Refsnes, Inc. and Associates, or their order, upon payment being made therefor in immediately available funds in accordance with the terms of the Certificate and Receipt for Payment enclosed herewith. When payment for the transmit the proceeds thereof immediately available funds American State Bank, Lubbock, obligations has occurred, please by the fastest means available in to the City's depository bank, Texas, .Attention: Selma Sedgwick. Enclosed herewith you will find four copies of the Signature and No-Litigation Certificate and three copies of the Certificate and Receipt for Payment executed and completed except as to date. When payment for the obligations is made, please date and release one copy of the Signature and No-Litigation Certificate to the purchasers and forward the remaining copies of said Certificate and all executed and dated copies of the Certificate and Receipt for Payment to Bond Counsel at the address shown above. 64860-4 No Text . ,.. Page 2 April 25, 1991 Should any litigation having any effect upon the subject obligations develop prior to the time you have received payment for same, the undersigned or other official of the City will notify you at once by telephone and by telegraph. You may thus be assured that there is no such litigation at the time the obligations are delivered to you unless you have been advised otherwise in the manner aforementioned. Texas 64860-5 "'('-. ( -.. _ Texas Commerce Bank National Association P. 0. Box 841 Lubbock, Texas 79408 Attention: Sherry Burger April 25, 1991 RE: $1, 14 5, 000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991", dated May 15, 1991 Dear Ms. Burger: Enclosed herewith you will find four Certificates as to Official Statement relating to the sale of the above described certificates, executed and completed except as to date. When payment for the certificates occurs, you are authorized to date and release one copy of this Certificate to the purchaser(s) thereof, and forward the remaining three copies to Messrs. Fulbright & Jaworski, 2200 Ross Avenue, Suite 2800, Dallas, Texas 75201. Very truly yours, 6-4860-6 No Text April 25, 1991 Attorney General of Texas 411 West 13th Street -8th Floor Austin, Texas 78701 Attention: Public Finance Division RE: $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991", dated May 15, 1991 Ladies and Gentlemen: Enclosed herewith is the Initial Certificate of _ the above series and a Signature and No-Litigation Certificate relating thereto, executed and completed except as to date. When the record of proceedings relating to the issuance of the above referenced series and the Initial Certificate have been approved by your office, this will be your authority to insert that date in the Signature and No-Litigation Certificate and deliver such Initial Certificate to the Comptroller of Public Accounts for registration. Should any litigation in any way affecting the issuance of the certificates or the security for the payment thereof develop prior to that date, the undersigned or other official of the City, wi 11 notify you at once by telephone and by telegraph. You may thus be assured that there is no such litigation at the time the certificates are finally approved unless notice to the contrary has been given in the manner aforementioned. Very truly yours, 'Mayor, Cl:tY of Lubbock, Texas 6 4 8 6 D -1 No Text April 25, 1991 Ms. Arlene Chisholm Economic Analysis Center Comptroller of Public Accounts P.O. Box 13528, Capitol Station Austin, Texas 78711 RE: $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991", dated May 15, 1991 Dear Ms. Chisholm: When the Initial Certificate of the series described above has been received from the Attorney General, please register the same on behalf of the City, and when so registered, forward it by overnight delivery to the firm of Fulbright & Jaworski, 2200 Ross Avenue, Suite 2800, Dallas, Texas 75201, Attention: Mark S. Westergard for further handling under our instructions to them. It is further requested that three copies of the approving opinion of the Attorney General and Comptroller's Registration Certificate be enclosed with the Initial Certificate when it is sent to said firm. Very truly yours, 1>4860-2 No Text April 25, 1991 Messrs. Fulbright & Jaworski 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 RE: $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991", dated May 15, 1991 Gentlemen: Enclosed you will find four Certificates as to Tax Exemption executed but undated. At such time as the above described certificates are delivered to the purchaser, you are authorized to complete and date each of these certificates. Very truly yours, 64860-J No Text FULBRIGHT & JAWORSKI 2200 Ross AVENUE TELEPHONE: 214/855·8000 TELECOPIER: 214/855·8200 Ms. Ranette Boyd City Secretary P. 0. Box 2000 Lubbock, Texas 79457 SUITE 2800 DALLAS, TEXAS 75201 April 16, 1991 HOUSTON WASHINGTON, D.C. AUSTIN SAN ANTONIO DALLAS NEW YORK LOS ANGELES LONDON ZURICH HONG KONG RE: $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991" Dear Ms. Boyd: Enclosed herewith are the proceedings relating to the issuance of the above described certificates. We are forwarding these at this time so that you might have the opportunity to get some of the documents signed ahead of time and hold them until the date of final passage of the ordinance. We have forwarded the Paying Agent/Registrar Agreement and Letter of Representations directly to Texas Commerce Bank and requested that signed copies be delivered to you before April 25th. The enclosures are as follows: / 1. Two copies of issuance of the certificates. 30) and executed, one copy is copy is to be returned to us. ~- the Ordinance authorizing the When completed (Sections 2 and for the City's records and one 2. Five copies of the Certificate of City Secretary relating to passage of the ordinance on first reading. When completed and executed, one copy is for the City's records and four copies are to be returned to us. / 3. Five copies of the Certificate of City Secretary relating to the passage of the ordinance on second reading. When completed and executed, one copy is for the City's files and four copies~e to be returned to us. 4. Five copies of the General Certificate to be to be dated and executed. Retain one copy for your files and return four copies to us. The debt service requirement schedule attached as ·Exhibit A will be furnished by First Southwest Company V/ 5. Five copies of Signature and No-Litigation Certificate to be executed by the Mayor and City Secretary and their signatures verified by the City's depository bank. The 6 S Z 8 D I/:. i -. '\." j,· ,;"~ . : , j ~ . ,. ' C: , . . ;; ''· l : ~ ,·· If· .1 •,): ':·:· .... · ... : .. i·: .. ;:_.,, .' i.•. ·:: , '~. \ .... ·.' ;.' -· .. · / ~·1 f ••. j :/ ,. Ms. Ranette Boyd April 16, 1991 Page 2 seal of the City and the seal of the bank are to be impressed on each Certificate. DO NOT DATE these Certificates as they will be dated at the time of delivery. Return all copies to us. The signatures of the City officials must conform to the signatures of those officials signing the Initial Certificate. 6. Statement to signed copies ~- Four copies of be signed but is vs. Certificate as not to be dated. to Official Return all 7. Two copies each of five letters of instruction to be signed by the appropriate City officials. Retain one copy of each letter ~your files and return one copy to us. 8. The Initial Certificate to be signed, sealed and returned to us. ~ 9. Ten definitive certificates, being one bond for each year of maturity, to be signed and sealed. These are prepared because of the book-entry delivery provisions. Return all signed certificates to us. 10. Three copies of Form 8038-G to be signed and returned to us. We wi 11 complete the form and file with Internal Revenue Service after delivery of the certificates. Should you have any questions enclosures, please advise. I will be attending April 25th and 26th to offer any assistance ~ocuments completed and executed. regarding the the meetings on in getting the ;::;l:;o;;~ MSW/ler Enclosures cc: Joe w. Smith (w/encls.) 6 5 2 8 D Mark s. Westergard .. , 6 Z 3 5 E RECORD OF PROCEEDINGS RELATING TO $2,000,000 GENERAL OBLIGATION BONDS SERIES 1991 DATED MAY 15, 1991 Issued by CITY OF LUBBOCK COUNTY OF LUBBOCK STATE OF TEXAS Fulbright & Jaworski 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 No Text TELEPHONE: 214/855-8000 FACSIMILE: 214/855-8200 FULBRIGHT & JAWORSKI 2200 Ross AVENUE SUITE 2800 DALLAS, TEXAS 75201 MAY 2 3 1991 HOUSTON WASHINGTON, D.C. AUSTIN SAN ANTONIO DALLAS NEW YORK LOS ANGELES LONDON ZURICH HONG KONG IN REGARD to the authorization and issuance of the "City of Lubbock, Texas, General Obligation Bonds, Series 1991" (the "Bonds"), dated May 15, 1991 (the "Bond Date"), in the principal amount of $2,000,000, we have examined into the legality and validity of the issuance thereof by the City of Lubbock, Texas (the "City"), which Bonds are issuable in fully registered form only, in denominations of $5,000 or any integral multiple thereof (within a maturity), have stated maturities of February 15, 1992 through February 15, 2011, unless redeemed prior to maturity in accordance with the terms stated on the face of the Bonds, and bear interest on the unpaid principal amount from the Bond Date at the rates per annum stated in the ordinance authorizing the issuance of the Bonds (the "Ordinance"), such interest being payable on February 15 and August 15 in each year; commencing February 15, 1992, to the registered owners thereof shown on the registration books of the Paying Agent/Registrar on the Record Date (stated on the face of the Bonds). WE HAVE SERVED AS BOND COUNSEL for the City solely to pass upon the legality and validity of the issuance of the Borids under the Constitution and laws of the State of Texas, and with respect to the exclusion of the interest on the Bonds from gross income for federal income tax purposes and none other. We have not been requested to investigate or verify, and have not independently investigated or verified, any records, data or other material relating to the financial condition or capabilities of the City. Our examinations into the legality and validity of the Bonds included a review of the applicable and pertinent provisions of the Constitution and laws of the State of Texas, a transcript of certified proceedings of the City relating to the authorization and issuance of the Bonds, including the Ordinance, customary certifications and opinions of officials of the . City and other pertinent showings, and an examination of the Bond executed and delivered initially by the City, which we found to be in due form and properly executed. 6 3 9 5 D .. ... ! . { ,. . ._ , . . ~ ,..., Page 2 of Legal Opinion of Fulbright,& Jaworski . RE:. "$2, 000 I 000 "City of Lubbock, Texas, General Obligation Bonds, Series 1991", dated May 15, 1991 BASED ON OUR EXAMINATIONS, IT IS OUR OPINION that the Bonds have been duly authorized by the City in compliance with the Constitution and laws of the State of Texas now in force, and the Bonds issued in compliance with the prov1s1ons of the Ordinance are valid, legally binding and enforceable obligations of the City,. payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City, except to the extent that the enforceability thereof may be affected by .bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors• rights or the exercise of judicial discretion in accordance with general principles of equity. IT IS FURTHER OUR OPINION THAT, assuming. continuing compliance after the date hereof by the City with the provl.Sl.ons of the Ordinance and in reliance upon representations and certifications of the City made in a certificate of even date herewith · pertaining to the use, expenditure, and investment of the proceeds of the Bonds, interest on the Bonds for federal income tax purposes (1) will be excludable from gross income, as defined in section 61 of the Internal Revenue Code of 1986, as amended to the date hereof, of the owners thereof pursuant to section 103 of such Code, existing regulations, published rulings, and court decisions thereunder, and (2) will not be included in computing the alternative minimum taxable income of individuals or, except as hereinafter described, corporations. Interest on all tax-exempt obligations, such as the Bonds, owned by a corporation will be included in such corporation's adjusted net book income, or adjusted current earnings, for tax years beginning after 1989, for purposes of calculating the alternative minimum taxable income of . such corporations, other than an S corporation, a qualified mutual fund, a real estate mortgage investment conduit (REMIC), or a real estate investment trust (REIT). A corporation • s alternative minimum taxable income is the basis on which the alternative m1n1.mum tax and the environmental tax imposed by Sections 55 and 59A of the Code, respectively, will be computed for tax years beginning after December 31, 1986. WE EXPRESS NO OPINION with respect to any other federa 1, state, or local tax consequences under present law or any proposed legislation resulting from the receipt or accrual of interest on, or the acquisition or disposition of, the Bonds. Ownership of tax-exempt obligations such as the Bonds may result in collateral federal tax consequences to, among others, financial institutions, life insurance companies, property and casualty insurance companies, certain foreign corporations doing business in the United States, s corporations with subchapter C earnings and profits, individual recipients of Social Security or fi 3 9 5 D .. l - - Page 3 of Legal Opinion of Fulbright .& Jaworski RE: "$2,000,000 "Citi 8£ tubbodk, ~exas, General Obligation Bonds, Series 1991", dated May 15, 1991 Railroad Retirement Benefits, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax-exempt obligations. 6 3 CJ 5 D -.... - .- .• CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS § § § § § COUNTY OF LUBBOCK CITY OF LUBBOCK I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That on the 14th day of March, 1991, the City Counci 1 of the City of Lubbock, Texas, convened in regular session at its regular meeting place in the City Ha 11 of said ....... City; the duly constituted members of the Council being as follows: B. C. MCMINN T. J. PATTERSON BILL MALOY GARY D. PHILLIPS JOAN BAKER MAGGIE TREJO M.J. ADERTON MAYOR MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER all of said persons were present at following: M. J. Aderton said meeting, except the Among other business considered at said meeting, entitled: the attached resolution St47E "A RESOLUTION by the City Council of the City of Lubbock, Texas, relating to the issuance and sale of $2,000,000 'CITY OF LUBBOCK, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1991'; $7,500,000 'CITY OF LUBBOCK, TEXAS, ELECTRIC LIGHT AND POWER SYSTEM REVENUE BONDS, SERIES 1991'; $1,145,000 'CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991'; $4,030,000 'CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND EXHIBITION HALL/AUDITORIUM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991'; $16,120,000 'CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND WATERWORKS SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991'; and $1,085,000 'CITY OF LUBBOCK, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, TAXABLE SERIES 1991'; authorizing the publication of the Notices of Sale pertaining to each issue of obligations.• -1- . - -- was introduced and submitted to the Counci 1 for passage and adoption. After presentation and due consideration of the resolution, and upon a motion made by Councilmember Bill · Maloy and seconded by Councilmember T. J. Patterson the resolution was finally passed and adopted by the Council by the following vote: 6 voted "For" _o~_voted "Against" 0 abstained all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached resolution is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, advance notice of the time, place and purpose of the meeting was given to each member of the Council; and that said meeting, and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the entitled resolution, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V.A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the 14th day of March, 1991. ~~ City of Lubbock, Texas (City Seal) -2-5947£ ' . Resolution No. March 14, 1991 Item #13 "A RESOLUTION by the City Council of the City of Lubbock, Texas, relating to the issuance and sale of $2,000,000 'CITY OF LUBBOCK, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1991'; $7,500,000 'CITY OF LUBBOCK, TEXAS, ELECTRIC LIGHT AND POWER SYSTEM REVENUE BONDS, SERIES 1991'; $1,145,000 'CITY OF LUBBOCK, TEXAS, . COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991'; $4,030,000 'CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND EXHIBITION HALL/AUDITORIUM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991'; $16,120,000 'CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND WATERWORKS SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991'; and $1,085,000 'CITY OF LUBBOCK, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, TAXABLE SERIES 1991'; authorizing the publication of the Notices of Sale pertaining to each issue of obligations." WHEREAS, Notices of Sale have been prepared in connection with the issuance and sale of $2,000,000 "City of Lubbock, Texas, General Obligation Bonds, Series 1991"; $7,500,000 "City of Lubbock, Texas, Electric Light and Power System Revenue Bonds, Series 1991"; $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991"; $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991", $16,120,000 "City of Lubbock, Texas, Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991"; and $1,085,000 "City of Lubbock, Texas, Public Property Finance Contractual Obligations, Taxable Series 1991," and submitted to the Council and staff of the City for review and comments; and WHEREAS, the Council finds and determines that the aforesaid documents pertaining to the sale of each issue of obligations should be approved and authorization should be given to the City Secretary to proceed with the publication of an advertisement for the sale of the obligations in accordance with Article VIII, Section 5 of the City Charter of the City; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1: That the Notice of Sale prepared in connection with the issuance and sale of $2,000,000 "CITY OF LUBBOCK, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1991• is hereby approved, such document being attached hereto as Exhibit A and incorporated herein by reference and made a part of this resolution for all purposes. -1- '- -· SECTION 2: That the Notice of Sale prepared in connection with the issuance and sale of $7,500,000 "CITY OF LUBBOCK, TEXAS, ELECTRIC LIGHT AND POWER SYSTEM REVENUE BONDS, SERIES 1991" is hereby approved, such document being attached hereto as Exhibit B and incorporated herein by reference and made a part of this resolution for all purposes. SECTION 3: That the Notice of Sale prepared in connection with the issuance and sale of $1, 145,000 "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991" is hereby approved, such document being attached hereto as Exhibit C and incorporated herein by reference and made a part of this resolution for all purposes. SECTION 4: That the Notice of Sale prepared in connection with the issuance and sale of $4,030,000 "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND EXHIBITION HALL/AUDITORIUM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991" is hereby approved, such document being attached hereto as Exhibit D and incorporated herein by reference and made a part of this resolution for all purposes. SECTION 5: That the Notice of Sale prepared in connect ion with the issuance and sale of $1,085,000 "CITY OF LUBBOCK, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, TAXABLE SERIES 1991" is hereby approved, such document being attached hereto as Exhibit E and incorporated herein by reference and made a part of this resolution for all purposes. SECTION 6: That the Notice of Sale prepared in connection with the issuance and sale of $16,120,000 "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND WATERWORKS SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991" is hereby approved, such document being attached hereto as Exhibit F and incorporated herein by reference and made a part of this resolution for all purposes. SECTION 7: First Southwest Company is further authorized and directed to prepare for each issue of obligations an "Official Statement• and an additional "Notice of Sale, • both of which are for distribution to prospective bidders with respect to said obligations. PASSED AND APPROVED, this the 14th day of March, 1991. /Mayor, City of Lubbock, Texas City Secretary, City of Lubbock, Texas (City Seal) -2- ,, ~' Exhibit A NOTICE OF SALE CITY OF LUBBOCK, TEXAS l The City Council of the City of Lubbock, Texas, will receive sealed bids at the City Council Chambers, Municipal Complex, 1625 13th Street, Lubbock, Texas, until 1:30 P.M., Central Daylight Time, April 25, 1991, for the following described bonds: $2,000,000 City of Lubbock, Texas, General Obligation Bonds, Series 1991 Dated May 15, 1991; principal due February 15 of each year as follows: $100,000 each year 1992 through 2011; interest payable February 15, 1992 and e~ch August 15 and February 15 thereafter. The City reserves the right, at its option, to redeem Bonds maturing on and after February 15, 2002 on February 15, 2001, or any date thereafter, at the par value thereof plus accrued interest to the date fixed for payment. Further information may be obtained from the Division of Finance, City of Lubbock, P.O. Box 2000, Lubbock, Texas 79457; or from First Southwest Company, 500 First City Center, 1700 Pacific Avenue, Dallas, Texas 75201, Financial Consultants to the City. Texas (City Seal) 59,ZE No Text Exhibit B NOTICE OF SALE CITY OF LUBBOCK, TEXAS The City Council of the City of Lubbock, Texas, will receive sealed bids at the City Council Chambers, Municipal Complex, 1625 13th Street, Lubbock, Texas, until 11:00 A.M., Central Daylight Time, April 25, 1991, for the following described bonds: $7,500,000 City of Lubbock, Texas, Electric Light and Power System Revenue Bonds, Series 1991 Dated May 15, 1991; principal due April 15 of each year as follows: $375,000 each year 1992 through 2011; interest payable October 15, 1991, and each Apri 1 15 and October 15 thereafter. The City reserves the right, at its option, to redeem Bonds maturing on and after April 15, 2002, on April 15, 2001, or any date thereafter, at the par value thereof plus accrued interest to the date fixed for payment. Further information may be obtained from the Division of Finance, City of Lubbock, P.O. Box 2000, Lubbock, Texas 79457; or from First Southwest Company, 500 First City Center, 1700 Pacific Avenue, Dallas, Texas 75201, Financial Consultants to the City. Secretary . of Lubbock, Texas (City Seal) St63E No Text NOTICE OF SALE CITY OF LUBSOCK, TEXAS Exhibit C The City Counci 1 of the City of Lubbock, Texas, wi 11 receive Complex, Central sealed bids at the City Counci 1 Chambers, Municipa 1 1625 13th Street, Lubbock, Texas, until 1:30 P.M., Daylight Time, April 25, 1991, for the following described bonds: $1,145,000 City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation Series 1991 Dated May 15, 1991; principal due February 15 of each year as follows: $115,000 each year 1992 through 2000; $110,000 in the year 2001; interest payable February 15, 1992, and each August 15 and February 15 thereafter. The Certificates are not optional for prior payment. Further information may be obtained from the Division of Finance, City of Lubbock, P.O. Box 2000, Lubbock, Texas 79457; or from First Southwest Company, 500 First City Center, 1700 Pacific Avenue, Dallas, Texas 75201, Financial Consultants to the City. (City Seal) S96S£ No Text - NOTICE OF SALE CITY OF LUBBOCK, TEXAS Exhibit D The City Counci 1 of the City of Lubbock, Texas, wi 11 receive sealed bids at the City Council Chambers, Municipal Complex:, 1625 13th Street, Lubbock, Texas, until 1:30 P.M., Central Daylight Time, April 25, 1991, for the following described bonds: $4,030,000 City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation Series 1991 Dated May 15, 1991; principal due February 15 of each year as follows: $200,000 each year 1992 through 2005 and $205, 000 in the years 2006 through 2011; interest payable February 15, 1992 and each August 15 and February 15 thereafter. The City reserves the right, at its option, to redeem Certificates maturing on and after February 15, 2002, on February 15, 2001, or any date thereafter, at the par value thereof plus accrued interest to the date fixed for payment. Further information may be obtained from the Division of Finance, City of Lubbock, P.O. Box 2000, Lubbock, Texas 79457; or from First Southwest Company, 500 First City Center, 1700 Pacific Avenue, Dallas, Texas 75201, Financial Consultants to the City. lCitv Seal) st54't No Text NOTICE OF SALE CITY OF LUBBOCK, TEXAS Exhibit E The City Council of the City of Lubbock, Texas, will receive sealed bids at the City Council Chambers, Municipal Complex, 1625 13th Street, Lubbock, Texas, until 11:00 A.M., Central Daylight Time, April 25, 1991, for the following described bonds: $1,085,000 City of Lubbock, Texas, Public Property Finance Contractual Obligations, Taxable Series 1991 Dated May 15, 1991; principal due February 15 of each year as follows: $275,000 in each of the years 1996, 2001 and 2006 and $260,000 in the year 2011; interest payable February 15, 1992, and each August 15 and February 15 thereafter. The Contractual Obligations are subject to mandatory pre-payment prior to maturity. The City reserves the right, at its option, to pre-pay Contractual Obligations maturing on and after February 15, 2006 on February 15, 2001, or any date thereafter, at the par value thereof plus accrued interest to the date fixed for payment. Further information may be obtained from the Division of Finance, City of Lubbock, P.O. Box 2000, Lubbock, Texas 79457; or from First Southwest Company, 500 First City Center, 1700 Pacific Avenue, Dallas, Texas 75201, Financial Consultants to the City. (Citv Seal) s•••'t ,. ,... NOTICE OF SALE CITY OF LUBBOCK. TEXAS Exhibit F The City Council of the City of lubbock, Texas, will receive sealed bids at the City Council Chambers, Municipal Complex, 1625 13th Street, Lubbock, Texas, until 1:30 P.M., Central Daylight Time, April 25, 1991, for the following described bonds: $16.120.000 City of Lubbock, Texas. Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation Series 1991 Dated May 15, 1991; principal due February 15 of each year as follows: $805,000 each year 1992 through 2007 and $810,000 in each year 2008 through 2011; interest payable February 15, 1992 and each August 15 and February 15 thereafter. The City reserves the right, at its option, to redeem Certificates maturing on and after February 15, 2002, on February 15, 2001, or any date thereafter, at the par value thereof plus accrued interest to the date fixed for payment. Further information may be obtained from the Division of Finance, City of Lubbock, P.O. Box 2000, Lubbock, Texas 79457; or from First Southwest Company, 500 First City Center, 1700 Pacific Avenue, Dallas, Texas 75201, Financial Consultants to the City. ~~ (City Seal) City of lubbock, Texas ------------------------- .- ,;"" ·' THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK AFFIDAVIT OF PUBLICATION § § § BEFORE ME, the undersigned authority, on this day personally appeared T. '· Aufill who, after being by me duly sworn, deposes and says that (s)he is the Account M.ana~e r of the Lubbock Avalanche-Journal which is a newspaper published and having general circulation in the City of Lubbock, Texas, and that a true and correct copy of the "NOTICE OF SALE," hereto attached, was published in said paper on the following dates: MARCH 24, 1991; MARCH 31, 1991; APRIL 7, 1991; APRIL 14, 1991; APRIL 21, 1991; the date of the first publication of said notice being at least thirty (30) days prior to the date of the public sale for the obligations referred to therein. SWORN TO AND SUBSCRIBED BEFORE ME, this the 22 of aPril , 1991. TONVA H.ENRY . Notary Public S.TArE OF TEXAS My Comr.i Eari Nov 19 ~ (Notary Seal) 59 6 1 E ~ ..... ·~··- ' . . . . . liiOTiCt c)P ..... I.e . . ·, CITY OP LUBBOCK. tEXAS ~· .. It ·:; , •. ' • .! ) .. ·· ;: .\ ) ' . I .i. '• .. , ... CitY c-tl .,. llle Cfty .. Lvbboc ... Texa•. ~r111· reeelvt · .sealed blda at the ,City Council ·Chambers. Municipal, Complex· • . 1625 .Uti> l!treet, J.;vbbock. • Ttx:n, until .Ji30 .P·.M •• blntral Qavtlilht Time; AJOrll 25< 1P91, ior 1M tollow· lrig~scr!bed~.: ), ,:.:· .. ,· S2.odo:OOO o.v of tubbOc:it: iexls General Obllgatklft Boilds. • :· .',''c r.:·:se~~.''!J,' ·:::,; •· r Dated MIY' 15, '19911'11rlric1PII !fut February· 15 of ••ell vear . ., fol· IOWI1 •1100,000 .. cll·yeal' 1992 through2011;1nt-INnbleF. ruarv 15. lt92 and eiCII ,._, IS end ,Ftb!Ytrv 15. thereafter., Tile Clly,r~serve• ~right, at '-•-. tlon, to redeem BondS IMturlntl 011 and after Ftbrvarv 15.1002-f'eb- rvarv 15. 2001, « inY elate !Jiereaf· • le~. et the liar value. thtntOf 111us accrued Interest 10 "/1 date (!xed . . f«PI.~nr .•. ;; .. • ,, ···: • ·:• · Further ln!Ormanon mp'be obtained from the Division .t Fl• 1111nci!, 'CIIv•ot LubboCk. P.o.••ox 2000 •. Lubbock. Texu 7t~57; •r · from .. l'lnt. Southwest Company, i· 500 l'lnt City Center •. 1700 PacifiC [:~~':1c~.:~~n~~~~t.'~: Fl• !: ·.·;: ,-_-._-. '''Ranette lio\od ' ,., tltv Secretary ;·:. · . ~~%r"ubbock ,,, day J .;J. ~; /"' ~· ,:~~~~:; ·~:~:;~~~, :~'~.,;,c: ,~ . >' :' t .~ '·: ' ~~ ..... ,... ' .. ·""' - CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK § § § § § I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That on the 25th day of April, 1991, the City Council of the City of Lubbock, Texas, convened in regular session at its regular meeting place in the City Hall of said City; the duly constituted members of the Council being as follows: B. C. MCMINN MAYOR T. J. PATTERSON BILL MALOY GARY D. PHILLIPS JOAN BAKER MAGGIE TREJO M.J. ADERTON MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER all of said persons were present at said meeting, except the following: none. Among other business considered at said meeting, the attached ordinance entitled: ORDINANCE NO. 9434 AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1991"; specifying the terms and features of said bonds; levying a continuing direct annual ad valorem tax for the payment of said bonds; and resolving other matters incident and related to the issuance, sale, payment and delivery of said bonds, including the approval of an Offici a 1 Statement pertaining thereto; and providing an effective date. No Text was introduced and submitted to the Co unci 1 . for passage and adoption. After presentation and due consideration of the ordinance, and upon a motion made by T .J. Patterson and seconded by Gary D. Phillips the ordinance was duly passed and adopted by the Council on first reading by the following vote: 7 voted "For" 0 voted "Against" 0 abstained --- all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached ordinance is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Counci 1 of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, advance notice of the time, place and purpose of the meeting was given to each member of the Council; and that said meeting, including the subject of the entitled ordinance, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V.A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the 26th day of April, 1991. ~ -.... ' .. ~~ City of Lubbock, Texas ,• . -·(ci'ty sea l_f -2- 65050 .... ~· /' CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK § § § § § I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That on the 26th day of April, 1991, the City Council of the City of Lubbock, Texas, convened in special session at its regular meeting place in the City Hall of said City; the duly constituted members of the Council being as follows: B. C. MCMINN MAYOR T. J. PATTERSON BILL MALOY GARY D. PHILLIPS JOAN BAKER MAGGIE TREJO M.J. ADERTON MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER all of said persons were present at said meeting, except the following: M. J. Aderton. Among other business considered at said meeting, the attached ordinance entitled: ORDINANCE NO. 9434 AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1991"; specifying the terms and features of said bonds; levying a continuing direct annual ad valorem tax for the payment of said bonds; and resolving other matters incident and related to the issuance, sale, payment and delivery of said bonds, including the approval of an Official Statement pertaining thereto; and providing an effective date. was introduced and submitted to the Council for passage and adoption. After presentation and due consideration of the ordinance, and upon a motion made by Gary D. Phillips and seconded by T .J. Patterson the ordinance was duly passed and No Text adopted by the Council on second and final reading to be effective immediately by the following vote: 6 voted "For" 0 voted "Against" 0 abstained all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached ordinance is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Counci 1 of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, advance notice of the time, place and purpose of the meeting was given to each member of the Council; and that said meeting, including the subject of the entitled ordinance, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V.A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my officially and affixed the seal of said City, this the day of April, 1991. ~~-~ mysecret~v City of Lubbock, Texas ' (City Seal) -,. .... "-· ·~ -2- 6 4 S 7 D name 26th ,., -·· ..... ,.. ORDINANCE NO. 9434 AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1991"; specifying the terms and features of said bonds; levying a continuing direct annual ad valorem tax for the payment of said bonds; and resolving other matters incident and related to the issuance, sale, payment and delivery of said bonds, including the approval of an Official Statement pertaining thereto; and providing an effective date. WHEREAS, the City Council of the City of Lubbock, Texas, hereby finds and determines that $2,000,000 in principal amount of general obligation bonds approved and authorized to be issued at an election held on October 17, 1987, should be issued and sold at this time; a summary of the general obligation bonds authorized at elections previously held, the principal amount authorized, amounts heretofore issued and being issued pursuant to this ordinance and amounts remaining to be issued subsequent hereto being as follows: Principal Amounts Amounts Date Amount Heretofore Being Unissued Purpose Authorized Authorized Issued Issued Balance Sewer System 05/21/77 $3,303,000 $2,175,000 -0-$1,128,000 Imp. & Ext. Waterworks System 11/21/81 $5,226,000 $5,000,000 $ -0-$ 226,000 Imp. & Ext. Street Improvement 10/17/87 $13,275,000 $7,227,000 $2,000,000 $4,048,000 (Signalization, lighting and rights-of-way) Waterworks System 10/17/87 $2,810,000 $ 200,000 -0-$2,610,000 Imp. & Ext. AND WHEREAS, the City Council hereby reserves and retains the right to issue the balance of unissued bonds approved at said elections in one or more installments when, in the judgment of the Council, funds are needed to accomplish the purposes for which such bonds were voted; now, therefore, No Text BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1: Authorization -Designation-Principal Amount- Purpose. General obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $2,000,000, to be designated and bear the title "CITY OF LUBBOCK, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1991" (hereinafter referred to as the "Bonds"), for the purpose of making permanent public improvements, to wit: for constructing street improvements in and for said City, including signalization, lighting, and acquisition of rights-of-way, all in accordance with authority conferred at the aforesaid election and under and in strict conformity with the Constitution and laws of the State of Texas, including Article 823, and Article VIII Section 1 of the City Charter of the City of Lubbock, Texas. SECTION 2: Fully Registered Obligations -Bond Date - Authorized Denominations-Stated Maturities-Interest Rates. The Bonds shall be issued as fully registered obligations only, shall be dated May 15, 1991 (the "Bond Date"), shall be in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and shall become due and payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate 1992 $100,000 8.75\ 1993 100,000 8.75\ 1994 100,000 8.75\ 1995 100,000 8.75\ 1996 100,000 8.75\ 1997 100,000 8.75\ 1998 100,000 8.75\ 1999 100,000 8.75\ 2000 100,000 8.70\ 2001 100,000 6.25\ 2002 100,000 6.40\ 2003 100,000 6.50\ 2004 100,000 6.50\ 2005 100,000 6.50\ 2006 100,000 6.25\ 2007 100,000 6.25\ 2008 100,000 6.25\ 2009 100,000 5.75\ 2010 100,000 5.75\ 2011 100,000 5.75\ -2-6J~6D No Text The Bonds shall bear interest on the unpaid principal amounts from the Bond Date at the per annum rates shown above (computed on the basis of a 360-day year of twelve 30-day months); such interest shall be payable on February 15 and August 15 in each year, commencing February 15, 1992. SECTION 3: Terms of Payment-Paying Agent/Registrar. The pr incipa 1 of, premium, if any, and the interest on the Bonds, due and payable by reason of maturity, redemption or otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter called the "Holders") appearing on the registration and transfer books (the "Security Register") maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. The selection and appointment of Texas Commerce Bank National Association, Lubbock, Texas to serve as Paying Agent/Registrar for the Bonds is hereby approved and confirmed and the City agrees and covenants to be kept and maintained at the principal office of the Paying Agent/Registrar books and records for the registration, payment and transfer of the Bonds (the "Security Register"), all as provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement" substantially in the form attached hereto as Exhibit A and such reasonable rules and regulations as the Paying Agent/Registrar and City may prescribe; and the Mayor and City Secretary are authorized to execute and deliver such Agreement in connection with the delivery of the Bonds. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds are paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified and authorized to serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Bonds, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities or the redemption thereof, only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its principal office. Interest on the Bonds shall be paid to the Holders whose name appears in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar (i) by -3- ,. check sent United States Mai1j first class postage prepaid, to the address of the Holder recorded in the Security Register or ( ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a leg a 1 holiday, or a day on which banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date sha 11 have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (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 (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. (a) Optional Redemption. The Bonds having Stated Maturities on and after February 15, 2002, shall be subject to redemption prior to maturity, at the option of the City, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2001 or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. (b) Exercise of Redemption Option. At least forty-five (45) days prior to a redemption date for the Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the governing body of the City. -4- No Text .,-. (c) Selection of Bonds for. Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall treat such Bonds as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bonds by $5,000 and shall select the Bonds, or principal amount thereof, to be redeemed within such Stated Maturity by lot. (d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage prepaid, in the name of the City and at the City's expense, to each Holder of a Bond to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the principal office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to prior redemption and has been called for redemption and notice of redemption thereof has been duly given as hereinabove provided, such Bond (or the principal amount thereof to be redeemed) shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor; provided moneys sufficient for the payment of such Bond (or of the principal amount thereof to be redeemed) at the then applicable redemption price are held for the purpose of such payment by the Paying Agent/Registrar. SECTION 5: Registration -Transfer-Exchange of Bonds- Predecessor Bonds. A Security Register relating to the registration, payment, and transfer or exchange of the Bonds shall at all times be kept and maintained by the City at the principal office of the Paying Agent/Registrar, as provided herein and in accordance with the provisions of an agreement -5-6l,6D No Text with the Paying Agent/Registrar and such rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Bonds issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or exchanged for Bonds of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Bond for transfer at the principal office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the principal office of the Paying Agent/Registrar. Whenever any Bonds are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Bonds to the Holder requesting the exchange. All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders at the principal office of the Paying Agent/Registrar or sent by United States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered in such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. -6-6l96D No Text - Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Bonds,• evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 11 hereof and such new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Bond called for redemption, in whole or in part, within 45 days of the date fixed for the redemption of such Bond; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond called for redemption in part. SECTION 6: Book-Entry Only Transfers and Transactions. Notwithstanding the prov1s1ons contained in Sections 3 and 5 hereof relating to the payment, and transfer /exchange of the Bonds, the City hereby approves and authorizes the use of "Book-Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company (DTC), a limited purpose trust company organized under the laws of the State of New York, in accordance with the requirements and procedures identified in the Letter of Representation, by and between the City, the Paying Agent/Registrar and DTC (the "Depository Agreement") relating to the Bonds. Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be deposited with DTC who shall hold said Bonds for its participants (the "DTC Participants"). While the Bonds are held by DTC under the Depository Agreement, the Holder of the Bonds on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Bond (the "Beneficial Owners") being recorded in the records of DTC and DTC Participants. In the event DTC determines to discontinue serving as securities depository for the Bonds or otherwise ceases to provide book-entry clearance and settlement of securities transactions in general or the City determines that DTC is incapable of properly discharging its duties as securities depository for the Bonds, the City covenants and agrees with -7-6lt60 , .. - the Holders of the Bonds to cause Bonds to be printed in definitive form and provide for the Bonds to be issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Bonds in definitive form shall be assigned, transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of such Bonds shall be made in accordance with the provisions of Sections 3 and 5 hereof. SECTION 7: Execution -Registration. The Bonds shall be executed on behalf of the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City Secretary. The signature of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the Bond Date shall be deemed to be duly executed on behalf of the City, notwithstanding that such individuals or either of them shall cease to hold such offices at the time of delivery of the Bonds to the initial purchaser(s) and with respect to Bonds delivered in subsequent exchanges and transfers, all as authorized and provided in the Bond Procedures Act of 1981, as amended. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 9C, manually executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration substantially in the form provided in Section 90, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified, registered and delivered. SECTION 8: Initial Bond(s). The Bonds herein authorized shall be initially issued either (i) as a single fully registered bond in the total principal amount of $2,000,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1, or (ii) as twenty (20) fully registered bonds, being one bond for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s) shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of -8-lltiD , .. ,... Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Bond( s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters 1 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 may, consistently herewith, be established by the City or determined by the officers executing such Bonds as evidenced by their execution. Any portion of the text of any Bonds may be set forth on the reverse thereof 1 with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved or produced in any other similar manner, all as determined by the officers executing such Bonds as evidenced by their execution, but the Initial Bond(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. The City may provide (i) for issuance of one fully registered Bond for each Stated Maturity in the aggregate principal amount of each Stated Maturity and (ii) for registration of such Bonds in the name of a securities depository, or the nominee thereof. The Letter of Representations by and among the City, the Paying Agent/Registrar, and the initial securities depository (Depository Trust Company) a form of which is attached hereto as Exhibit B, is approved and may be executed by the Mayor and City Secretary on behalf of the City. The execution of a -9- 6 S t 6 D -----------------------------··---- ,.- Letter of Representations may occur either before or after delivery of the Bonds to the initial purchasers but shall not affect the City's obligation to pay the registered owners the principal of and interest on the Bonds as the same become due. While any Bond is registered in the name of a securities depository or its nominee, references herein and in the Bonds to the holder or owner of such Bond shall mean the securities depository or its nominee and shall not mean any other person. REGISTERED NO. B. Form of Definitive Bond. UNITED STATES OF AMERICA STATE OF TEXAS CITY OF LUBBOCK, TEXAS, GENERAL OBLIGATION BOND, SERIES 1991 Bond Date: Interest Rate: Stated Maturity: May 15, 1991 Registered Owner: Principal Amount: REGISTERED $ ___ _ CUSIP NO: DOLLARS The City of Lubbock (hereinafter referred to as the "City"), a body corporate and political subdivision in the County of Lubbock, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, on the Stated Maturity date specified above the Principal Amount hereinabove stated (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the Bond Date at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 1992. Principal of this Bond is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the principal office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest is payable to the registered owner of this Bond (or one or more Predecessor Bonds, as defined in the -10-639'D - ' """' Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are 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. All payments of principal of, premium, if any, and interest on this Bond shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This Bond is one of the series specified in its title issued in the aggregate principal amount of $2,000,000 (herein referred to as the "Bonds") for the purpose of making permanent public improvements, to wit: constructing street improvements in and for said City, including signalization, lighting, and acquisition of rights-of-way under and in strict conformity with the Constitution and laws of the State of Texas and pursuant to an ordinance adopted by the City Counci 1 of the City (herein referred to as the "Ordinance"). The Bonds maturing on and after February 15, 2002, may be redeemed prior to their Stated Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2001, or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption and upon 30 days prior written notice being sent by United States Mail, first class postage prepaid, to the registered owners of the Bonds to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and -11- No Text payable, and interest thereon shall cease to accrue from and after the redemption date therefor, provided moneys for the payment of the redemption price and the interest on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar. In the event of a partial redemption of the principal amount of this Bond, payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Bond to the Paying Agent/Registrar at its principal office and there shall be issued, without charge therefor to the registered owner hereof, a new Bond or Bonds of like maturity and interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer this Bond to an assignee of the registered owner within 45 days of the redemption date therefor; provided, however, such limitation on transferability shall not be applicable to an exchange by the registered owner of the unredeemed balance hereof in the event of its redemption in part. The Bonds are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to the Ordinance, a copy of which is on file in the principal office of the Paying Agent/Registrar, and to all of the provisions of which the owner or holder of this Bond by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be discharged at or prior to its maturity or redemption, and deemed to be no longer Outstanding thereunder; and for other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the principal office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly -12- No Text authorized agent. When a transfer on the Security Register occurs, one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered owner whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (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 (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and declared that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Bonds is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Bonds to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Bonds do not exceed any Constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. -13- No Text IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly executed under the official seal of the City as of the Bond Date. CITY OF LUBBOCK, TEXAS COUNTERSIGNED: Mayor City Secretary (SEAL) c. *Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Bond(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS THE STATE OF TEXAS ( ( ( ( REGISTER NO. I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my (SEAL) *NOTE TO PRINTER: signature and seal of office Comptroller of Public Accounts of the State of Texas Do Not Print on Definitive Bonds -14- this I' D. Form of Certificate of Paying Agent/Registrar to appear on Bonds (other than a single fully registered Initial Bond). REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued and registered under the provisions of the within-mentioned Ordinance; the bond or bonds of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. TEXAS COMMERCE BANK NATIONAL ASSOCIATION Lubbock, Texas as Paying Agent/Registrar Registration Date: By ------~~~~--~~--~-------Authorized Signature E. Form of Assignment. ASSIGNMENT FOR assigns, address, VALUE RECEIVED and transfers and zip code of the undersigned hereby sells, unto (Print or typewrite name, transferee:) ......•......•...••.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Social Security or other identifying number: ......•...... • • • . . • • • . . . . . . . . ) the within Bond and all rights and hereby irrevocably constitutes and appoints thereunder, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . attorney to transfer the within Bond on the books kept for registration thereof, with full power of subf?titution in the premises. DATED: Signature guaranteed: 63960 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. -15- No Text - F. The Initial Bond(s) shall be in the form set forth in paragraph B of this Section, except that the form of the single fully registered Initial Bond shall be modified as follows: (i) immediately under the name of the bond the headings "Interest Rate " and "Stated Maturity " shall both be completed "as shown below"; (ii) Paragraph one shall read as follows: Registered Owner: Principal Amount: Dollars The City of Lubbock (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Lubbock, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, the Principal Amount hereinabove stated on February 15 in each of the years and in principal installments in accordance with the following schedule: YEAR OF MATURITY PRINCIPAL INSTALLMENTS (Information to be inserted from schedule in Section 2 hereof). INTEREST RATE (or so much principal thereof as shall not have been prepaid prior to maturity) and to pay interest on the unpaid Principal Amount hereof from the Bond Date at the per annum rates of interest specified above computed on the basis of ·a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 1992. Principal installments of this Bond are payable in the year of maturity or on a prepayment date to the registered owner hereof, upon its presentation and surrender, at the principal office of Texas Commerce Bank National Association, Lubbock, Texas (the "Paying Agent/Registrar"). Interest is payable to the registered owner of this Bond whose name appears on the "Security Register• maintained by the Paying Agent/Registrar at the close of business on the "Record Date•, which is the last business day of the month next preceding each -16- 63960 ...... interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mai 1, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the ne~t succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are 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. All payments of principal of, premium, if any, and interest on this Bond shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: Levy of Taxes. To provide for the payment of the "Debt Service Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% (whichever amount is the greater), there is hereby levied, and there shall be annually assessed and collected in due time, form, and manner, a tax on all taxable property in the City, within the limitations prescribed by law, and such tax hereby levied on each one hundred dollars' valuation of taxable property in the City for the Debt Service Requirements of the Bonds shall be at a rate from year to year as will be ample and sufficient to provide funds each year to pay the principal of and interest on said Bonds while Outstanding; full allowance being made for delinquencies and costs of collection; separate books and records relating to the receipt and disbursement of taxes levied, assessed and collected for and on account of the Bonds shall be kept and maintained by the City at all times while the Bonds are Outstanding, and the taxes collected for the payment of the Debt Service Requirements on the Bonds shall be deposited to the credit of a •special 1991 Bond Account" (the • Interest and Sinking Fund") maintained on the records of the City and deposited in a special fund maintained at an official depository of the City's funds; and such tax hereby levied, and to be assessed and collected annually, is hereby pledged to the payment of the Bonds. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent/ Registrar for the Bonds, from funds on deposit in the Interest -17- .- and Sinking Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same accrues or matures or comes due by reason of redemption prior to maturity; such transfers of funds to be made in such manner as will cause collected funds to be deposited with the Paying Agent/Registrar on or before each principal and interest payment date for the Bonds. SECTION 11: Mutilated-Destroyed-Lost and Stolen Bonds. In case any Bond shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar, subject to City approval and in its discretion, may execute and deliver a replacement Bond of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in lieu of and in substitution for such destroyed, lost or stolen Bond, only upon (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Bond, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Bond shall be borne by the Holder of the Bond mutilated, or destroyed, lost or stolen. Every replacement Bond issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Bonds. SECTION 12: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and.satisfied. Bonds or any principal amount(s) thereof shall be deemed to have been paid within the meaning and .with the effect expressed above in this Section when ( i) money sufficient to -18- 63960 .- pay in full such Bonds or the principal amount(s) thereof at maturity or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/ Registrar have been made) the redemption date thereof, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/ Registrar have been made) the redemption date thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount ( s) thereof, or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of four ( 4) years after the Stated Maturity, or applicable redemption date, of the Bonds such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing, after a period of four (4) years after Stated Maturity, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. The term "Government Securities", as used herein, means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, which are non-callable prior to the respective Stated Maturities of the Bonds and may be United States Treasury Obligations such as the State and Local Government Series and may be in book-entry form. -19- 63960 r ,.,... SECTION 13: Ordinance a Contract -Amendments -Outstanding Bonds. .This Ordinance shall constitute a contract with the Holders from time to time, 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 the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) 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 therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required to be held by Holders for consent to any such amendment, addition, or rescission. The term "Outstanding" when used in this Ordinance with respect to Bonds means, as of the date of determination, all Bonds theretofore issued and delivered under this Ordinance, except: 63t6D (1) those Bonds cancelled by the Agent/Registrar or delivered to the Agent/Registrar for cancellation; Paying Paying (2) those Bonds deemed to be duly paid by the City in accordance with the provisions of Section 12 hereof by the irrevocable deposit with the Paying Agent/Registrar, or an authorized escrow agent, of money or Government Securities, or both, in the amount necessary to fully pay the principal of, premium, if any, and interest thereon to maturity or redemption, as the case may be, provided that, if such Bonds are to be redeemed, notice of redemption thereof shall have been duly given pursuant to this Ordinance or irrevocably provided to be given to the satisfaction of the Paying Agent/Registrar, or waived; and (3) those mutilated, destroyed, lost, or stolen Bonds which have been replaced with Bonds r~gistered and delivered in lieu thereof as provided in Section 11 hereof. -20- r - SECTION 14: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section 14, the following terms have the following meanings: "Code .. means the Internal Revenue Code of 1986, as amended by all legislation, if any, enacted on or before the date of delivery of the Bonds to the initial purchaser(s). .. Computation Date" has the meaning stated in Treas. Reg. § 1.148-8T(b)(l). "Gross Proceeds" has the meaning stated in Treas. Reg. § 1.148-8T(d). "Investment .. has the meaning stated in Treas. Reg. § 1.148-8T(e). "Nonpurpose Investment" means any Investment in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purpose of the Bonds. "Rebatable Arbitrage" has the meaning stated in Treas. Reg. § 1.148-2T. "Yield of" (1) any Investment shall be computed in accordance with Treas. Reg. §1.148-2T, and (2) the Bonds has the meaning stated in Treas. Reg. § 1.148-3T. The Yield on the Bonds is to be computed on a joint yield basis together with the City's "Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991," and •combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991." (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which, if made or omitted, respectively, would cause the interest on -21- 63960 t' any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City shall have received a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exclusion of interest on any Bond from gross income for federal income tax purposes pursuant to Sect ion 103 of the Code, the City sha 11 comply with each of the specific covenants in this Section. -(c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall, at all times prior to the last Stated Maturity of Bonds, (1) exclusively own, operate, and possess all property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds of the Bonds and not use or permit the use of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds in any activity carried on by any person or entity other than a state or local government, unless such use is solely as a member of the general public, or (2) not directly or indirectly impose or accept any charge or other payment for use of Gross Proceeds of the Bonds or any property the acquisition, construction, or improvement of which is to be financed directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if (1) property acquired, constructed, or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes, (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output, or similar contract or arrangement, or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. -22- .- .- ,. (e) Not to Invest at .Higher Yield. Except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, the City shall not, at any time prior to the final Stated Maturity of the Bonds, directly or indirectly invest Gross Proceeds of the Bonds in any Investment (or use such Gross Proceeds to replace money so invested), if as a result of such investment the Yield of all Investments allocated to such Gross Proceeds whether then held or previously disposed of, exceeds the Yield of the Bonds. (f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of Section 149(b) of the Code and the regulations and rulings thereunder. (g) Information Report. The City shall timely file with the Secretary of the Treasury the information required by section 149(e) of the Code with respect to the Bonds on such form and in such place as such Secretary may prescribe. (h) Payment of Rebatable Arbitrage. Except to the extent otherwise provided in section 148(f) of the Code and the regulations and rulings thereunder, (1) The City shall account for all Gross Proceeds of the Bonds (including all receipts, expenditures, and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures, and investments thereof) and shall maintain all records of such accounting with the official transcript of the proceedings relating to the issuance of the Bonds until six years after the final Computation Date. The City may, however, to the extent permitted by law, commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall either (i) cause to be calculated by a nationally recognized accounting or financial advisory firm or (ii) calculate and cause its calculations to be verified by a nationally recognized accounting or financial advisory firm, in either case in accordance with rules set forth in section 148(f) of the Code and Treas. Reg. § 1.148-2T and · rulings thereunder, the Rebatable Arbitrage with respect to the Bonds. The City shall maintain such calculations with the official transcript of the proceedings relating to the issuance of the Bonds until six years after the final Computation Date. -23- .- (3) As additional consideration for the purchase of the Bonds by the initial purchasers thereof and the loan of the money represented thereby, and in order to induce such purchase by measures designed to result in the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States the amount described in paragraph (2) above and the amount described in paragraph (4) below, at the times, in the installments, to the place, in the manner, and accompanied by such forms or other information as is or may be required by section 148(f) of the Code and Treas. Reg. §§ 1.148-1T through 1.148-9T and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (2) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any Correction Amount as described in Treas. Reg. § 1.148-1T(c)(2) and any penalty under Treas. Reg. § 1.148-1T(c)(3)(ii)(B). SECTION 15: Sale of the Bonds. The sale of the Bonds to Rauscher Pierce Refsnes, Inc. and associates at the price of par, accrued interest plus a premium of $-0-is hereby confirmed. Delivery thereof to the purchaser(s) shall occur as soon as possible upon payment being made therefor in accordance with the terms of sale. SECTION 16: Control and Custody of Bonds. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas, including the printing and supply of definitive Bonds, and shall take and have charge and control of the Initial Bond(s) pending the approval thereof by the . Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers. Furthermore, the Mayor, City Secretary, City Manager, and Assistant City Manager for Financial Services, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General and the registration by the Comptroller of Public Accounts and, together with the City's financial advisor, bond counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond(s) to the Purchasers and the initial exchange thereof for definitive Bonds. -24- .- , .. SECTION 17: Official Statement. The Official Statement prepared in the initial offering and sale of the Bonds by the City, together with all addendas, supplements and amendments thereto issued on behalf of the City, is hereby approved as to form and content, and the City Council hereby finds that the information and data contained in said Official Statement pertaining to the City and its financial affairs is true and correct in all material respects and no material facts have been omitted therefrom which are necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The use of such Official Statement in the reoffering of the Bonds by the Purchasers is hereby approved and authorized. SECTION 18: Notices to Holders-Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. · In any case where notice to Holders is given by mai 1, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 19: Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Bonds held by the Paying Agent/Registrar shall be returned to the City. -25- 63960 , .. SECTION 20: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to being furnished a final opinion of Fulbright & Jaworski, Attorneys, approving the Bonds as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Bonds. Printing of a true and correct reproduction of said opinion on the reverse side of each of the definitive Bonds is hereby approved and authorized. SECTION 21: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving the Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 22: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. SECTION 23: Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 24: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 25: Effect of Headings. herein are for convenience only and construction hereof. The Section headings shall not affect the SECTION 26: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. -26- No Text SECTION 27: Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 28: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. SECTION 29: Effective Date. This Ordinance shall be in force and effect from and after its passage on second and final reading and IT IS SO ORDAINED. PASSED AND ADOPTED ON FIRST READING, this 25th day of Apri 1, 1991. PASSED AND ADOPTED ON SECOND AND FINAL READING, this 26th day of April, 1991. CITY OF LUBBOCK, TEXAS ATTEST: (City Seal) -27-63960 --------------------------- .''" _,... EXHIBIT A • PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of April 26, 1991 (this "Agreement"), by and between the City of Lubbock, Texas (the "Issuer"), and Texas Commerce Bank National Association, Lubbock, Texas, a banking association duly organized and existing under the laws of the United States of America (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of Lubbock, Texas, General Obligation Bonds, Series 1991" (the "Securities") in the aggregate principal amount of $2,000,000, such Securities to be issued in fully registered form only as to the payment of principal thereof and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about May 30, 1991; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer, and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities, and, as such Paying Agent, the Bank shall be responsible for paying on behalf of the Issuer the principal of, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof; all in accordance with this Agreement and the "Bond Resolution" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the Securities, the Bank No Text shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Bond Resolution". The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/ Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank • s current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Bank in accordance with any of the prov1s1ons hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the principal corporate trust office of the Bank as indicated on page 12 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any other officer of the Issuer and 'delivered to the Bank. -2- No Text 6 .c S S D "Fiscal Year" means the fiscal year of -the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor, City Secretary, City Manager, or Assistant City Manager for Financial Services, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government, or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same \ obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Resolution). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Bond Resolution. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of the Executive Committee of the· Board of Directors, the President, any · Vice President, the Secretary, any Assistant Secretary, the Treasurer 1 any Assistant Treasurer 1 the Cashier I any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of Securities. -3- No Text "Stated Maturity" means the date specified in the Bond Resolution the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of the Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. All 'payments of principal and/or interest on the Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable to the registered owners, drawn on the fidicuary account provided in Section 5.05 hereof, sent by United States mail, first class, postage prepaid, to the address appearing on the Security Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder • s risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities at the dates specified in the Bond Resolution. -4-64SSD No Text ARTICLE FOUR REGISTRAR Section 4.01. Security Register-Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange, and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacements of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request feels necessary to effect exchange of the Securities. any supporting documentation a re-registration, transfer, it or To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Securities. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other governments or corporations for which it serves as registrar, or that is maintained for its own securities. -5- 6CSSD ' > .. Section 4.03. Form of the Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer, and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List ~f Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the ~nformation contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank wi 11 notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Cancelled Securities. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Securities. Lost, or Stolen The Issuer hereby instructs the Bank, subject to the provisions of Section 11 of the Bond Resolution, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. -6-64550 No Text - In case any Security shall be mutilated, destroyed, lost, or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed, lost, or stolen Security, only upon (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss, or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution, and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, destroyed, lost, or stolen. Section 4.07. Transaction Information to the Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01 hereof, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01 hereof, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06 hereof. ARTICLE FIVE THE BANK Section 5.01. Duties of the Bank. The Bank undertakes to perform the duties herein and agrees to use reasonable care in the thereof. i Section 5.02. Reliance on the Documents, Etc. set forth performance (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. -7- ,- (c) No prov1s1ons of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, op1n1on, report, notice, request, direction, consent, order, bond, note, security, or other paper or document bel-ieved by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of the Issuer. The recitals contained herein with respect to the and in the Securities shall be taken as the statements Issuer, and the Bank assumes no responsiblity for correctness. Issuer of the their The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its individua 1 or any other capacity, may become the owner or pledgee of Securities and may o.therwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. -8- 64550 /' Section 5.05. Moneys Held by the Bank Separate Account/Collateraliza~t~i~o~n~.~~~~~----~=-~~~------~~~~~ A separate account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collaterialized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for accounts of the Issuer to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such account shall be made by check drawn on such account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for four years after final maturity of the Security has become due and payable will be · paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Sect~on 5.07. Interpleader •.. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the state and county where either the Bank Office or the administrative office of the Issuer is located, and agree that service of process by certified or registered_mail, return receipt requested, to the -9-6~550 No Text I"'. - address referred to in Section 6. 03 of this Agreement sha 11 constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. DT Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 12 of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. -10- 64550 ,. !"". Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and the Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay, or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. -11- 64550 - , ... The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [SEAL] Attest: City Secretary (SEAL) ATTEST: Title: 64SSD CITY OF LUBBOCK, TEXAS BY Mayor Address: P. 0. Box 2000 Lubbock, Texas 79457 TEXAS COMMERCE BANK NATIONAL ASSOCIATION Lubbock, Texas BY Mailing Address: P. 0. Box 841 Lubbock, Texas 79408 Delivery Address: 1314 Avenue K Lubbock, Texas 79401 -12- - EXHIBIT B ~ ··. · .. ·. ·. : .BOOK·ENTRY·ONLYMUNICIPALBONDS · ... ·. ··.-:· .. :· .. ·. · . ~ .. · ~. ~ ~ ~ ... ' '·, . . letter of Representations TO BE COMPLETED BY ISSUER AND AGENT. IF ANY City of Lubbock, Texas Texas Commerce Bank National Association The Depository Trust Company 55 Water Street New York, NY 10041 Attention: General Counsel's Office Re: $2,000,000 City of Lubbock, Texas, General Obligation Bonds, Series 1991, dated May 15, 1991 April 26, 199 (Date) Gentlemen: (Issue Oescnpllon) The purpose of this letter is to set out certain matters relating to the above-referenced Bonds (the "Bonds''). National Association Texas Commerce Bank/ is acting as Trustee, Paying Agent, Fiscal Agent, _or other Agent of the Issuer \•.-ith (the 'Agent1 respect to the Bonds. The Bonds wiiJ be issued pursuant to a Trust Indenture, Bond Resolution, or other such document authorizing the issuance of the Bonds dated as of May 15, 19 91 (the "Document(sl"). -----------is distributing the Bonds through The Depository Trust Company ("OTC"). (the "Underwriter1 To induce DTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules with resr«t to the Bonds, the Issuer and the Agent, if any, make the following representations to DTC: 1. Subsequent to Closing on the Bonds on May 30 , 19 91 , there shall be deposited with DTC one Bond certificate in registered form registered in the name of DTC's nominee, Cede & Co., for each stated maturity of the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal amount of such Bonds. If, however, the aggregate principal amount of any maturity exceeds $100,000,000, one certificate will be issued with respect to each $100,000,000 of principal amount and an additional certificate will be issued with respect to any remaining principal amount. Each $100,000,000 Bond certificate shall bear the follo\\ing legend: "Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTiiERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein." 10 No Text - 2. In the event of any solicitation of consents from and voting by holders of the Bonds, the Issuer or Agent, shall establish a record date for such purposes and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible. . . 3. In the event of a redemption or any other similar transaction resulting in retirement of all Bonds outstanding or a reduction in aggregate principal amount of Bonds outstanding ("full or partial redemption") or an advance refunding of all or part of the Bonds outstanding, the Issuer or Agent, shall give DTC notice of such event not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 4. In the event of a partial redemption or an advance refunding of part of the Bonds outstanding, the Issuer or Agent shall send DTC a notice specifying: 1) the amount of the redemption or refunding; 2) in the case of a refunding, the maturity date(s) established under the refunding; and 3) the date such notice is to be mailed to Bondholders or published ("the Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the dose of business on the business day before the Publication Date. The Issuer or Agent will forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted in that transmission. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) The Publication Date shall be not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 5. In the event of an invitation to tender the Bonds, notice to Bondholders by the Issuer or Agent, specifying the terms of the tender and the date such notice is to be mailed to Bondholders or published ("the Publication Date") shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. <The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) 6. All notices and payment ad vices sent to DTC shall contain the CUSIP number of the Bonds. ,-. 7. Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at (516) 227-4039 or (516) 227-4190. The Agent shall confirm DTC's receipt of such facsimile transmission by telephoning the Call Notification Department at (516) 227-4070. Notices to DTC by mail or any other means shall be sent to: The Depository Trust Company Call Notification Department Muni Reorganization Manager 711 Stewart Avenue Garden City, NY 11530 8. Interest payments shall be received by Cede &: Co., as nominee of DTC, or its registered assigns in next-day funds ,-. on each payment date (or the equivalent in accordance with existing arrangements between the Issuer or Agent and OTC). Such payments shall be made payable to the order of Cede&: Co. 9. Payments of principal shall be received by Cede &: Co., as nominee of DTC, or its registered assigns in next-day funds on each payment date. Principal payments shall be made payable to the order of Cede &: Co., and shall be addressed as follows: 11 .- 12 The Depository Trust Company Muni Redemption Department 55 Water Street-50th Aoor New York, NY lOO·U Attention: Collection Supervisor 10. DTC may direct the Issuer or Agent to use any other telephone number for facsimile transmission, address, or department of DTC as the number, address or department to which payments of interest or principal or notices may be sent. 11. In the event of a redemption, acceleration or any other similar transaction (e.g., tenders made and accepted in response to the Issuer's or Agent's invitation) necessitating a reduction in aggregate principal amount of Bonds outstanding or an advance refunding of part of the Bonds outstanding, DTC, in its discretion, (a) may request the Issuer or Agent to issue and authenticate a new Bond certificate or (b) shall make an appropriate notation on the Bond certificate indicating the date and amounts of such reduction in principal, except in the case of final maturity, in which case the certificate must be presented to the Issuer or Agent prior to payment. 12. In the event the Issuer determines pursuant to the Document(s) that beneficial owners of the Bonds shall be able to obtain certificated Bonds, the Issuer or Agent shall notify DTC of the availability of Bond certificates and shaiJ issue, transfer and exchange Bond certificates in appropriate amounts as required by DTC and others. 13. DTC may determine to discontinue providing its service as securities depository with respect to the Bonds at any time by giving reasonable notice to the Issue or Agent (at which time DTC will confirm with the Issuer or Agent the aggregate principal amount of the Bonds outstanding) and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, whenever DTC requests the Issuer and the Agent to do so, the Agent and the Issuer will cooperate with DTC in taking appropriate action to make available one or more separate certificates evidencing the Bonds to any DTC Participant having Bonds credited to its DTC account. 14. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer. Notes: a. If there is no organization acting as Agent for the Issuer. and an obligations in this Letter of Representations are to be assumed solely by the Issuer, references to such Agent may be inked out. b. Neither DTC nor {Cede & Co.) provides consents with respect to any security. Under its usual procedures. OTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co:s voting rights to those Participants having the security credited to their accounts on the record date (identified in a listing attached to the Omnibus Proxy). The requirement to advise OTC of the record date for the solicitation of consents is set forth in paragraph 2 of the letter. c. Under Rules of the Municipal Securities Rulemaking Board relating to "good delivery, • a municipal securities dealer must be able to determine the date that a notice of partial call or of an advance refunding of part of an issue is published (the "Publication Date1. The establishment of such a Publication Date is addressed in paragraph 4 of the letter. Received and Accepted: THE DEPOSITORY TRUST COMPANY By: ..... ----------------------------------------------------------------------------IAuthonuct Offiar's Sign•turrl cc: Underwriter Underwriter's Counsel Very truly yours, Texas Commerce Bank National Association IAuthorizl!d Offia:r's Sign.llurel 11itlel City of Lubbock, Texas l.as Issuer) !Authorized Officer's Sigrwturrl Mayor !Tille) No Text il"' SCHEDULE A (Describe Issue) (""'\ Year of Principal Interest Stated Maturity Amount Rate 1992 $100,000 \ 1993 100,000 \ 1994 100,000 \ ,..., 1995 100,000 \ 1996 100,000 \ 1997 100,000 \ 1998 100,000 \ 1999 100,000 \ 2000 100,000 \ ,... 2001 100,000 \ 2002 100,000 \ 2003 100,000 \ 2004 100,000 \ 2005 100,000 \ 2006 100,000 \ 2007 100,000 \ 2008 100,000 \ 2009 100,000 \ 2010 100,000 \ 2011 100,000 \ 13 No Text ·' .. ·-· . ' ·, PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of April 26, 1991 (this "Agreement"), by and between the City of Lubbock, Texas (the "Issuer"), and Texas Commerce Bank National Association, Lubbock, Texas, a banking association duly organized and existing under the laws of the United States · of America (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of Lubbock, Texas, General Obligation Bonds, Series 1991" (the "Securities") in the aggregate principal amount of $2,000,000, such Securities to be issued in fully registered form only as to the payment of principal thereof and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about May 30, 1991; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer, and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities, and, as such Paying Agent, the Bank sha 11 be responsible for paying on behalf of the Issuer the principal of, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof; a 11 in accordance with . this Agreement and the "Bond Resolution" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the Securities,· the Bank -----------------------·· ·--·---·--·· No Text shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Bond Resolution". The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/ Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank • s current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Bank in accordance with any of the prov1s1ons hereof {including the reasonable compensation and the expenses and disbursements of its agents and counsel). ~ ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: 6 4 S 5 D "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the principal corporate trust office of the Bank as indicated on page 12 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. -2- No Text ,... 6 4 5 5 D "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor, City Secretary, City Manager, or Assistant City Manager for Financial Services, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government, or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Resolution). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Bond Resolution. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of the Executive Committee of the· Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any a.ther officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of Securities. -3- .. "Stated Maturity" means the date specified in the Bond Resolution the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of the Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. All payments of principal and/or interest on the Securities to the registered owners shall be accomplished ( 1) by the issuance of checks, payable to the registered owners, drawn on the fidicuary account provided in Section 5.05 hereof, sent by United States mail, first class, postage prepaid, to the address appearing on the Security Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities at the dates specified in the Bond Resolution. -4-6 4 S S D ,. ARTICLE FOUR REGISTRAR Section 4.01. Security Register-Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange, and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacements of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request feels necessary to effect exchange of the Securities. any supporting documentation a re-registration, transfer, it or To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Securities. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other governments or corporations for which it serves as registrar, or that is maintained for its own securities. -5- 64SSD No Text Section 4.03. Form of the Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer, and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the · required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Cancelled Securities. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Securities. Lost, or Stolen The Issuer hereby instructs the Bank, subject to the provisions of Section 11 of the Bond Resolution, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. -6- ' 4 s 5 0 No Text In case any Security shall be mutilated, destroyed, lost, or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed, lost, or stolen Security, only upon (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss, or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank ~f indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution, and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, destroyed, lost, or stolen. Section 4.07. Transaction Information to the Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01 hereof, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01 hereof, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06 hereof. ARTICLE FIVE THE BANK Section 5.01. Duties of the Bank. The Bank undertakes to perform the duties herein and agrees to use reasonable care in the thereof. Section 5.02. Reliance on the Documents, Etc. set forth performance (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the op1n1ons expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. -7- 6 4 5 5 D ,• (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any r~solution, certificate, statement, instrument, op1n1on, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of the Issuer. The recitals contained herein with respect to the and in the Securities shall be taken as the statements Issuer, and the Bank assumes no responsiblity for correctness. Issuer of the their The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its indi vidua 1 or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. -8-6 4 5 s 0 '-----------------------------"""---" No Text .- Section 5.05. Moneys Held by the Bank Separate Account/Collateraliza~t~i~o~n~.~~~~~----~~-=~~---------=~~~~ A separate account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collaterialized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for accounts of the Issuer to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such account shall be made by check drawn on such account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for four years after final maturity of the Security has become due and payable will be paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and a 11 1 i abi 1 i ty of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the state and county where either the Bank Office or the administrative office of the Issuer is located, and agree that service of process by certified or registered mai 1, return receipt requested, to the -9-64550 No Text address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. DT Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depositdry Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE S!X MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 12 of this Agreement. Secticin 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. -10- 6 41 5 S D ..... / .. Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and the Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay, or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver 'the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. -11- 6 4 55 D .- .· .. - . . The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [SEAL] __ ·.(SEAL} ATTEST: ~.~ & TRUST OFFIC~R 645SD CITY OF LUBBOCK, TEXAS Address: P. 0. Box 2000 Lubbock, Texas 79457 TEXAS COMMERCE BANK NATIONAL ASSOCIATION Lubbock, Texas ~ BY , :V===NT&TRUSTOF:: Mailing Address: P. 0. Box 841 Lubbock, Texas 79408 Delivery Address: 1314 Avenue K Lubbock, Texas 79401 -12- , . .• , ) . .; _{ . j . . "B" PAYING AGENT SERVICES PROPOSAL RESPONSE FORM FEE SCHEDULE BOND REGISTRAR, TRANSFER AGENT, AND PAYING AGENT-BOOK-ENTRY-ONLY BANK NAME: TEXAS COMMERCE BANK NA LUBBOCK OFFICIAL SUBMITIING: OFFICIAL SIGNATURE: TITLE OF OFFICIAL: ASSISTANT VP & TRUST OFFICER TELEPHONE NUMBER: (806) 742-8511 ACCOUNT MAINTENANCE Per Accunt Annual minimum INTEREST PAYMENTS Payment of Interest per interest payment date · Each additional ck over 50 PRINCIPAL PAYMENTS Payment of registered bond at maturity or by call OTHER ITEMIZED SERVICES, AS SUGGESTED BY BIDDING BANK: Acceptance Issuance of 1099s on taxable issue Annual m1n1mum for up to 100 $ 1.00 100.00 $ 75.00 1.00 $ 5.00 $500.00 slOO.OO .. ,... ' ,.... . ,.... ' ,..., ' I ' .. f"'. ' ' .. ,.... .. I ~ .: • .-:: ---... : ... · :-:,-:::-, ··; .· .BOOK-'rNTRY·ONLY.~fUNICIPAL BONDS·.· .. · .. · .-:· ;..: .. · ... :·". . : ... < • • • • • ' ' ' .~ ' 1. ~~ -·· '"' ... ,. ~ ........ ~.: ' . . Letter of Representations TO BE COMPLETED BY ISSUER AND AGENT. IF ANY City of Lubbock, Texas Texas Commerce Bank National Association The Depository Trust Company 55 Water Street New York, NY 10041 Attention: General Counsel's Office Re: $2,000,000 City of Lubbock, Texas, General Obligation Bonds, Series 1991, dated May 15, 1991 Gentlemen: (Issue DesenPIIOnJ April 26, 199 tOateJ The purpose of this letter is to set out certain matters relating to the above-referenced Bonds (the "Bonds''). National Association Texas Commerce Bank/ is acting as Trustee, Paying Agent, Fiscal Agent, .or other Agent of the Issuer with (1tle ·Agent1 respect to the Bonds. The Bonds will be issued pursuant to a Trust Indenture, Bond Resolution, or other such documtnt authorizing the issuance of the Bonds dated as of May 15' 19 91 (the "'Document(sn. Rauscher Pierce · Refsoesjs distributing the Bonds through The Depository Trust Company ("OTC"). (the "Undetwrrter1 1 Inc. and associates To induce OTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules with res~t to the Bonds, the Issuer and the Agent, if any, make the following representations to DTC: 1. Subsequent to Closing on the Bonds on May 23 • 19 91 • there shall be deposited with DTC one Bond certificate in registered form registered in the name of DTC's nominee, Cede &: Co., for each stated maturity of the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents tOO'k of the principal amount of such Bonds. If, however, the aggregate principal amount of any maturity exceeds $100,000,000, one certificate will be issued with respect to each $100,000,000 of principal amount and an additional certificate will be issued with respect to any remaining principal amount. Each $100,000,000 Bond certificate shall bear the folloY.ing legend: ,.Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede &: Co., has an interest herein.'" 10 /'" ,...._ . ,... ' ,..... ' ' ,..., ' ' f"', . . f"' ,: ' ' ,# . ' . ' ~ 2. In the event of any solicitation of consents from and voting by holders of the Bonds, the Issuer or Agent, shall establish a record date for such purposes and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible. . . 3. In the event of a redemption or any other similar transaction resulting in retirement of all Bonds outstanding or a reduction in aggregate principal amount of Bonds outstanding ("full or partial redemption") or an advance refunding of all or part of the Bonds outstanding, the Issuer or Agent, shall give ore notice of such event not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 4. In the event of a partial redemption or an advance refunding of part of the Bonds outstanding, the Issuer or Agent shall send DTC a notice specifying: 1) the amount of the redemption or refunding; 2) in the case of a refunding, the maturity date(s) established under the refunding; and 3) the date such notice is to be mailed to Bondholders or published ("the Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such notice is in DTCs possession no later than the close of business on the business day before the Publication Date. The Issuer or Agent will forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted in that transmission. (The Issuer or Agent sending such notice shall have a method to \'erify subsequently the use of such means and timeliness of the notice.) The Publication Date shall be not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 5. In the event of an invitation to tender the Bonds, notice to Bondholders by the Issuer or Agent, specifying the terms of the tender and the date such notice is to be mailed to Bondholders or published ("the Publication Date") shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such notice is in DTCs possession no later than the close of business on the business day before the Publication Date. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) 6. All notices and payment ad vices sent to ore shall contain the eUSIP number of the Bonds. 7. Notices to DTC by facsimile transmission shall be sent to DTCs Call Notification Department at (516) 227-4039 or (516) 227-4190. The Agent shall confirm DTC's receipt of such facsimile transmission by telephoning the Call Notification Department at (516) 227-4070. Notices to DTC by mail or any other means shall be sent to: The Depository Trust Company Call Notification Department Muni Reorganization Manager 711 Stewart Avenue Garden City, NY 11530 8. Interest payments shall be received by Cede &. Co., as nominee of DTC, or its registered assigns in next-day funds on each payment date (or the equivalent in accordance with existing arrangements between the Issuer or Agent and DTC>. Such payments shall be made payable to the order of Cede&. Co. 9. Payments of principal shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day funds on each payment date. Principal payments shall be made payable to the order of Cede&. Co., and shall be addressed as follows: 11 No Text .. . "' I' I' ' ' ' 12 The Depository Trust Company Muni Redemption Department 55 Water Street-50th Floor New York, NY 10041 Attention: Collection Supervisor 10. DTC may direct the Issuer or Agent to use any other telephone number for facsimile transmission, address, or department of DTC as the number, address or department to which payments of interest or principal or notices may be sent. 11. In the event of a redemption, acceleration or any other similar transaction (e.g., tenders made and accepted in response to the Issuer's or Agent's invitation) necessitating a reduction in aggregate principal amount of Bonds outstanding or an advance refunding of part of the Bonds outstanding, DTC, in its discretion, (a) may request the Issuer or Agent to issue and authenticate a new Bond certificate or (b) shall make an appropriate notation on the Bond certificate indicating the date and amounts of such reduction in principal, except in the case of final maturity, in which case the certificate must be presented to the Issuer or Agent prior to payment. 12. In the event the Issuer determines pursuant to the Document(s) that beneficial owners of the Bonds shall be able to obtain certificated Bonds, the Issuer or Agent shall notify DTC of the a\•ailability of Bond certificates and shall issue, transfer and exchange Bond certificates in appropriate amounts as required by DTC and others. 13. DTC may determine to discontinue providing its service as securities depository with respect to the Bonds at any time by giving reasonable notice to the Issue or Agent (at which time DTC will confirm with the Issuer or Agent the aggregate principal amount of the Bonds outstanding) and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, whenever DTC requests the Issuer and the Agent to do so, the Agent and the Issuer will cooperate with DTC in taking appropriate action to make available one or more separate certificates evidencing the Bonds to any DTC Participant having Bonds credited to its DTC account. 1-1. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer. Notes: a. If there is no organization acting as Agent for the Issuer. and an obligations in this Letter of Representations are to be assumed solely by the Issuer, references to such Agent may be inked out. b. Neither OTC nor (Cede & Co.) provides consents with respect to any security. Under its usual procedures. OTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co:s voting rights to lhose Participants having the security credited to their accounts on the record date (identified in a listing attached to the Omnibus Proxy). The requirement to advise OTC of the record date for the solicitation of consents is set forth in paragraph 2 of the letter. c. Under Rules of the Municipal Securities Rulemaking Board relating to •good delivery; a municipal securities dealer must be able to determine the date that a notice of partial call or of an advance refunding of part of an issue is published (the ·Publication Date1. The establishment of such a Publication Date is addressed in paragraph .C of the letter. Received and Acc~pted: TH cc: Underwriter Underwriter's Counsel Very truly yours, .A.~S:5i.-\NT V.i'. .~. TRf 'ST oe~·c~~ CTitlel City of Lubbock, Texas Association ~ fAuthoriud ()(ficrr's SigNI\Irel Mayor CTitlel No Text ,.... ...... ' ,... ,... .. ,...., ,..., ' ' .. . ' ' ' "' Year of Stated Maturity 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 SCHEDULE A (Describe Issue) Principal Interest Amount Rate $100,000 Jh75 \ 100,000 8.75 \ 100,000 8.75 \ 100,000 8.75 \ 100,000 8.75 \ 100,000 8.75 \ 100,000 8.75 \ 100,000 8.75 \ 100,000 8.70 \ 100,000 6.25 \ 100,000 6.40 \ 100,000 6.50 \ 100,000 6.50 \ 100,000 6.50 \ 100,000 6.25 \ 100,000 6.25 \ 100,000 6.25 \ 100,000 5.75 \ 100,000 5.75 \ 100,000 5.75 \ ----------------·-···-· - No Text 't - ~ I ' ·~ ~ ' .. ~ ' ' .. .,.... I I ~ f ' •· ' THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK GENERAL CERTIFICATE § § § § § WE, the undersigned, Mayor and City Secretary, respectively, of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That the total principal amount of indebtedness of the City, including the proposed $2,000,000 "City of Lubbock, Texas, General Obligation Bonds, Series 1991," dated May 15, 1991; $16,120,000 "City of Lubbock, Texas, Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991," dated May 15, 1991; $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991," dated May 15, 1991; $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991," dated May 15, 1991; and $1,085,000 "City of Lubbock, Texas, Public Property Finance Contractual Obligations, Taxable Series 1991," dated May 15, 1991, payable from ad valorem taxes levied and collected by the City is as follows: OUTSTANDING INDEBTEDNESS -----------------------------$71,403,752 SERIES 1991 BONDS --· ----------------------------------$ 2,000,000 SERIES 1991 WATERWORKS CERTIFICATES ------------------$16,120,000 SERIES 1991 SOLID WASTE CERTIFICATES -----------------$ 1,145,000 SERIES 1991 EXHIBITION/HALL AUDITORIUM CERTIFICATES --$ 4,030,000 SERIES 1991 CONTRACTUAL OBLIGATIONS ------------------$ 1,085,000 TOTAL INDEBTEDNESS -------------------------------$95,783,752 2. That a debt service requirement schedule for the City's above-described outstanding indebtedness as well as the proposed $2,000,000 "City of Lubbock, Texas, General Obligation Bonds, Series 1991," dated May 15, 1991, is attached hereto as Exhibit A and made a part of this certificate for all purposes . .• ~ ' .. ~ ,. ' .. I , • i ' . ... 3. That certain duly qualified and acting officers of said City are as follows: B.C. McMINN RANETTE BOYD LARRY J. CUNNINGHAM J. ROBERT MASSENGALE MAYOR CITY SECRETARY CITY MANAGER ASSISTANT CITY MANAGER FOR FINANCIAL SERVICES - CITY TREASURER 4. That said City is incorporated under the General Laws of the State of Texas, and is operating under the Home Rule Amendment to the Texas Constitution, Section 5, Article XI, as amended in 1912; the City Charter was originally adopted at an election held on December 27, 1917, and said Charter has not been amended or revised in any respect since May 7, 1988, the date of the last Charter Amendment Election. 5. That the bond election held in the City on the 17th day of October, 1987, was duly conducted and held in compliance with the requirements of the Texas Election Code relating to bilingual election materials, instructions, supplies, etc., and the Federal Voting Rights Act, as amended. 6. That the assessed value of all taxable property (net of exemptions) in the City, as shown by the tax rolls for the year 1990, and which have been duly approved and are the latest official assessment of taxable property in the City is as follows: TOTAL ASSESSED TAXABLE VALUES OF REAL AND PERSONAL PROPERTY-----------$4,725,708,214 WITNESS OtJM HANDS AND THE TEXAS, this the .~~-day of ~ OF THE CITY OF LUBBOCK, iJAd , 1991. c Texas -. _~ ~ ..... ~e~~ Lubbock, Texas · (City Seal)_ -2-6 4 5 9 D ;-""' /" r--REQUIREMENTS OF SERIES 1991 NEW ISSUES <DIBIIA!IOII Ul AMD c CJIIiliWQf Ul AID lll1'EIIiOUS WDltiOI ~/AII>lTOiiUI alWIIA!IOI tll AID SCLlD riSQL Simi SI!OOIDIL\!1 LIEI UVEIIUI (LIII!ED PLEilG!) IMIIUE WAStE DISIJQSAL Simi lEVEillE POBIJC PllPEI!J PI1111CE JW GDl:W. <&IWIOIIDS c:miPIWIS Ol <&IIi.\!101 CII!UIWIS 01 OOLIWIOI CD!UIWIS or <&IWIOI ~ OOLlGA!laiS ~ -ENI)IJG Ift!IIS! Ift!IIS! InEUSf ImiiS! D!EUS! Olii8IIED cc 9-30 PIIJICIPAL WI ImiiS! PIIJICIPAL WE millS! PUJCIPAL WI mmst PIIJICIPAL WE IJmESf PUJCIPAL WI ImiESf WilEIIEm -1991 :I: 1992 100,000 1.7Sl 179,117 105,000 1.7Sl 1,437,ast 200,000 a.7SI 360,12S llS,OOO 7.801 19,921 55,000 119,976 3,C62,07S ~ 1993 100,000 1.751 w,ns 105,000 1.7Sl 1,072,806 200,000 1.751 261,&50 llS,OOO 7.10t 62,075 55,000 90,309 2,902,766 19M 100,000 1.751 • 124,975 105,000 1.751 1,002,369 200,000 a.75l 251,350 115,000 7.101 53,105 55,000 15,153 2,791,952 1995 100,000 1.7Sl 116,225 105,000 1.751 931,t31 200,000 1.75l 233,&50 115,000 5.&0& 45,2&5 55,000 79,997 2,6&2,211 1996 100,000 1.7Sl 107,475 105,000 1.7Sl 16l,CM 200,000 1.751 216,350 llS,OOO s.~ ~.ssa 55,000 9.3'7501 7C,I41 2,573,717 1997 100,000 1.751 tt,ns 105,000 1.751 79l,OS6 200,000 1.75l 191,150 115,000 6.00l 31,715 55,000 69,1U 2,465,230 1991 100,000 l.m 19,975 105,000 1.75l 740,619 200,000 1.7Sl 111,350 us,ooo 6.101 24,751 55,000 65,126 2,356,121 1999 100,000 a.751 11,225 105,000 1.75l 650,1&1 200,000 1.75l 163,&50 115,000 6.25l 17,656 55,000 60,369 2,241,211 2000 100,000 1.701 72,500 105,000 1.601 510,341 200,000 1.50l 146,600 llS,OOO 6.25\ 10,469 55,000 55,611 2,140,521 2001 100,000 6.251 65,025 105,000 6.2Sl 520,576 200,000 6.25l 131,150 110,000 6.251 3,4~ 55,000 1.6500& 50,as4 2,041,743 2002 100,000 6.40l 51,700 105,000 6.40& 469,660 200,000 6.40& 119,200 55,000 46,000 1,153,560 2003 100,000 6.50l 52,250 aos,ooo 6.50& u1,m 200,000 6.501 106,300 55,000 41,050 1,m,1~ 2004 100,000 6.501 0,750 105,000 6.50& 365,Ul 200,000 6.50l 93,300 55,000 36,100 1,700,563 2005 100,000 6.50l 39,250 105,000 6.50l 313,011 200,000 6.50l 10,300 55,000 31,150 1,623,711 2006 100,000 6.25& 32,175 105,000 6.251 261,769 205,000 6.25\ 67,396 55,000 9.0000l 26,200 1,553,m 1Im 100,000 6.25& 26,625 105,000 6.2Sl 211,456 205,000 6.25& 54,511 55,000 21,216 1,418,171 2008 100,000 6.25& 20,375 110,000 S.7Sl 163,013 205,000 6.25l 41,769 55,000 16,197 1,411,353 2009 100,000 5.'75l 14,375 810,000 5.'75l 116,431 205,000 5.75l 29,469 50,000 11,406 1,336,611 2010 100,000 5.751 1,625 110,000 5.75l 69,163 205,000 5. '75l 17,611 50,000 6,144 1,261,012 2011 100,000 5.7Sl 2,175 no,ooo 5.7Sl 23,211 205,000 5.751 s,aM 50,000 9.1250l 2,211 1,199,3~ $2,000,000 $1,370,737 $16,120,000 $10,9&0,962 $4,030,000 $2,761,913 $1,145,000 $376,915 $1,015,000 $990,564 $40,161,161 All rates established at sale of obligations. (' ( ( (._ c: c c • c, (. ~ L~ c'- .- '·' .... : CITY OF LUBBOCK. TEXAS ct I--FISCAL a:l -TEAl XEWISSOES :r: EHDIJfG OO!S!AIDIKG DEB! <X>KBIHED iFI,)(Jil.t'.l( GWD MAL OOKBIHED IEQUIUJIEH!S >< LLJ 9-30 P:mciPAL IITEiEST rol'AL PRIHCIPAL mm.sr TO'llL PiiiCIPlL DITWSf MAL 1991 $7,685,000 $5,519,770 $13,204,770 $7,685,000 $5,519,770 $13,204,770 1992 7,400,000 4,947,384 12,347,384 1,275,000 2,187,075 3,462,075 8,675,000 7,134,459 15,809,459 1993 6,910,000 4,402,888 11,312,888 1,275,000 1,627,766 2,902,766 8,185,000 6,030,654 14,215,654 1994 6,645,000 3,882,851 10,527,851 1,275,000 1,516,952 2,791,952 7,920,000 5,399,803 13,319,803 1995 6,180,000 3,385,478 9,565,478 1,275,000 1,407,288 2,682,288 7,455,000 4,792,766 12,247,766 1996 6,280,000 2,897,366 9,177,366 1,275,000 1,298,717 2,573,717 7,555,000 4,196,083 11,751,083 1997 6,089,434 2,567,266 8,656,700 1,275,000 1,190,230 2,465,230 7,364,434 3,757,496 11,121,930 1998 6,090,076 2,110,591 8,200,667 1,275,000 1,081,828 2,356,828 7,365,076 3,192,419 10,557,495 1999 5,976,493 1,652,184 7,628,677 1,275,000 973,281 2,248,281 7,251,493 2,625,465 9,876,958 2000 3,514,986 3,258,861 6,773,847 1,275,000 865,528 2,140,528 4,789,986 4,124,389 8,914,375 2001 3,144,442 2,593,737 5,738,178 1,270,000 771,743 2,041,743 4,414,442 3,365,480 7,779,921 2002 2,841,639 1,724,224 4,572,863 1,160,000 693,560 1,853,560 4,008,639 2,417,784 6,426,423 2003 2,684,682 1,083,971 3,768,653 1,160,000 617,338 1,m,338 3,844,682 1,701,309 5,545,990 2004 1,545,000 464,163 2,009,163 1,160,000 540,563 1,700,563 2,705,000 1,004,726 3,709,726 2005 1,545,000 356,700 1,901,700 1,160,000 463,788 1,623,788 2,705,000 820,488 3,525,484 2006 1,545,000 251,162 1,796,162 1,165,000 388,238 1,553,238 2,710,000 639,400 3,349,400 2007 1,545,000 145,450 1,690,450 1,165,000 313,878 1,478,878-2,710,000 459,328 3,169,328 2008 895,000 63,225 958,225 1,170,000 241,353 1,411,353 2,065,000 304,578 2,369,578 2009 565,000 16,950 581,950 1,165,000 171,688 1,336,688 1,730,000 188,638 1,918,638 2010 1,165,000 103,012 1,268,012 1,165,000 103,012 1,268,012 2011 1,165,000 34,338 1,199,338 1,165,000 34,338 1,199,338 $79,0881752 $41,324,221 $120,412,972 $24,380,000 $16,488,161 $40,868,161 $103,468,752 $57,812,382 $161,2&1,134 .. ~. (_ { c (. l. .. ~ c, c·, L, L~ c'· No Text CITY OF LUBBOCK, TEXAS DIVISION OF GENERAL OBLIGATION DEBT LESS: LESS: LESS: LESS: WATERI«>RKS SEWER SYSTEX GOLF CXXJiSE SOLID WASTE GENERAL FISCAL SYSTEII SYSTEII SYSTEII DISPOSAL SYSTEII PURroSE JEAI GEHER!L GENERAL GEHWL GEmAL GENERAL EHDIHG COMBIIJED OBLIGATIO! OBLIGATIO! OBLIGATION OBLIGATION OBLIGAfiOH 9-30 REQOIIEIIEHTS REQOiiEKENTS REQUIREKEIITS REQUWKEHTS UQOIIEHEHTS REQUilEKEN'l'S 1991 $13,204,770 $4,309,742 2,221,415 $87,167 . $6,586,446 1992 15,809,459 6,235,314 2,128,357 84,018 204,928 7,156,842 1993 14,215,654 5,471,509 2,022,397 85,642 177,075 6,459,030 1994 13,319,803 5,092,255 1,977,186 82,043 168,105 6,000,214 1995 12,247,766 4,673,211 1,837,489 83,218 160,285 5,493,563 1996 11,751,083 4,449,522 1,836,264 84,224 153,558 5,227,516 1997 11,121,930 4,199,102 1,761,828 85,302 146,715 4,928,983 1998 10,557,495 3,980,574 1,690,010 81,425 139,758 4,665,728 1999 9,876,958 3,716,002 1,600,608 82,400 132,656 4,345,292 2000 8,914,375 3,342,359 1,469,966 83,025 125,469 3,893,556 2001 7,779,921 3,037,573 1,022,392 83,300 113,438 3,523,218 2002 6,426,423 2,562,599 846,406 83,225 2,934,193 2003 5,545,991 2,224,496 722,311 82,800 2,516,384 ,..., 2004 3,709,726 1,639,570 624,930 1,445,226 2005 3,525,4!8 1,561,747 589,248 1,374,493 2006 3,349,400 1,486,568 553,442 1,309,390 2007 3,169,328 1,412,395 517,461 1,239,472 2008 2,369,578 1,118,638 138,156 1,112,785 ,.... 2009 1,918,638 1,029,524 111,958 m,156 ... 2010 1,268,012 879,863 388,150 2011 1,199,338 833,288 366,050 $161,281,133 $63,255,848 $23,671,124 $1,087,789 $1,521,985 $71,743,687 ,.... .... EXH IBiT A I' "'· - CERTIFICATE AS TO TAX EXEMPTION The undersigned, being the duly chosen and qualified Assistant City Manager for Financial Services of the City of Lubbock, Texas (the "Issuer"), hereby certifies with respect to CITY OF LUBBOCK, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1991, in the principal amount of $2,000,000.00 (the "Bonds"), as follows. A. General. 1. I, a long with other officers of the Issuer, am charged with the responsibility for issuing the Bonds. 2. This certificate is made pursuant to Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended to the date hereof (the "Code"), and Treasury Regulations Sections 1.103-13 through 1.103-15 and 1.148-lT through 1.148-9T (the "Regulations"). 3. This certificate is based on the facts and estimates described herein in existence on this date, which is the date of delivery of the Bonds to and payment for the Bonds by the initial purchasers thereof, and, on the basis of such facts and estimates, the Issuer expects that the future events described herein will occur. 4. The Issuer has never been disqualified by the Commissioner of Internal Revenue from certifying an issue of its obligations pursuant to Section 1.103-13(a)(2)(iv) of the Regulations, has never been listed in a notice of disqualification in the Internal Revenue Bulletin, and has never been advised that such a disqualification is contemplated. B. Purpose and Size. 1. The Bonds are being issued pursuant to Ordinance No 9434 of the Issuer, finally adopted by the City Council of the Issuer on April 26, 1991, (hereinafter referred to as the •ordinance") ( i) to finance permanent public improvements, to wit: street improvements including signalization, lighting and acquisition of rights-of-way (the "Project"). Terms used and not defined herein have the same meaning given to them in the Ordinance. 2. The Project is owned, operated, and maintained by the Issuer, and the Issuer has not contracted in any manner with any company, firm or other person or entity to operate and/or maintain the Projects or all or part of any of it, for ,- and on behalf of the Issuer. The Issuer does not expect to enter into any contract for the operation, maintenance or management of the Project or all or part of any of it. 3. There is not, and as of the date hereof the Issuer does not anticipate entering into, any lease, contract or other understanding or arrangement, such as a take-or-pay contract or output contract, with any person other than a state or local governmental unit pursuant to which the Issuer expects that proceeds of the Bonds, or the facilities financed therewith, will be used in the trade or business of such person (including all activities of such persons who are not individuals). 4. The amounts received from the sale of the Bonds, when added to the amounts expected to be received from the investment thereof, do not exceed the amounts required to pay the costs of the Project and of issuing the Bonds. 5. No receipt from the sale of the Bonds or amounts received from the investment thereof wi 11 be used to pay the principal of or interest on any presently outstanding issue of bonds or other similar obligations of the Issuer other than the Bonds. c. Source and Disbursement of Funds. 1. The Bonds are being issued and delivered to the purchaser or purchasers thereof on the date hereof upon payment of the aggregate agreed purchase price of $2,000,000, plus original issue premium of $-0-, plus accrued interest thereon. 2. The amount received from the purchaser or purchasers of the City of Lubbock, Texas, General Obligation Bonds, Series 1991 representing accrued interest and premium, if any, are being deposited on the date hereof in the "Special 1991 Bond Account" (the "Interest and Sinking Fund") for the Bonds and will be used to pay the first payment of interest to become due on the Bonds on February 15, 1992. 3. Approximately $1,984,401 of the proceeds from the sale of the Bonds is to be credited to the construction funds of the Issuer (the "Construction Funds"), will be accounted for separately from all other funds on the books of account of the Issuer, and wi 11 be used to pay costs of the Projects. Costs of issuance relating to the Bonds, which are expected to be approximately $15,599, will be paid by the Issuer from proceeds from the sale of the Bonds. The Issuer estimates that $56,000 in income and profit will be received from the investment of the amounts deposited to the Construction Funds pending the -2- I' disbursement of such amounts for the governmental purposes for which the Bonds are being issued. All of such income and profit will be used to pay any cost overruns on the Project or if there are none, deposited to the Interest and Sinking Fund and used to pay principal of and interest on the Bonds within one year of receipt. D. Temporary Periods and Time for Expenditures. 1. Within six months from the date hereof, the Issuer will have incurred binding obligations or commitments in the amount of at least $100,000.00 for each of the Projects to be financed by the Bonds by entering into contracts for construction, architectural services, engineering services, land acquisition, site development, construction materials, or the purchase of equipment. 2. After entering into said contracts, work on the construction or acquisition of each of the Projects will proceed with due diligence to completion. 3. The Issuer expects that all of the proceeds of the Bonds, together with any earnings investment thereof, will be spent by December, 1992. E. Interest and Sinking Fund. original from the 1. Pursuant to Section 10 of the Ordinance, the Issuer has levied a tax on all taxable property in the City to pay principal of and interest on the Bonds as such become due, and such tax has been pledged to the payment of the Bonds. Amounts collected from such tax for the payment of the principal of and interest on the Bonds are to be deposited to the credit of the Interest and Sinking Fund maintained on the books of the Issuer. 2. The Interest and Sinking Fund wi 11 be maintained by the Issuer primarily to achieve a proper matching of debt service within each bond year. The Issuer expects that the following will occur with respect to the money in the Interest and Sinking Fund (other than that portion of the Interest and Sinking Fund, if any, consisting of deposits made to defease in whole or in part the obligations of the Issuer to make deposits thereto): -3- 6 4 52 D .- a. Each of such funds will be depleted at least once a year except possibly for a carry-over amount not greater than the larger of .one year • s income from the investment of such portion or one-twelfth of annual debt service requirements on the Bonds, whichever is applicable; b. All amounts deposited to such funds to pay debt service on the Bonds will be spent within 13 months of deposit; c. All amounts received from the such funds will be deposited therein expended within twelve months of receipt. investment of and will be 3. Except as described above, no funds of the Issuer have been or will be pledged to payment of the principal of or interest on the Bonds or otherwise restricted so as to give reasonable assurance of the availability of such funds for such purpose. F. Yield and Nonpurpose Investments. 1. No other obligations of the Issuer payable from the same source of funds and with a common plan of financing have been or will be issued within 31 days of the date hereof, except for the "City of Lubbock, Texas, Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991" and the "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991" (collectively, the "Additional Bonds"). 2. The discount factor required to reduce the principal and interest to be paid on the Bonds and the Additional Bonds to a present value on the date hereof, compounding semiannually, equal to the initial offering prices at which a substantial amount of each maturity of the Bonds and the Additional Bonds was sold to the public, is 6.58530\. In determining the initial offering price at which a substantial amount of each maturity of the Bonds and the Additional Bonds was sold to the public, the Issuer has relied on certificates from the purchaser or purchasers of the Bonds and the Additional Bonds. 3. In accordance with Section 14(h)(2). of the Ordinance, unless the Bonds meet an exception described in section 148(f) of the Code, not less frequently than each Computation Date (as defined in the Ordinance), the Issuer shall either (i) cause to be calculated by a nationally recognized accounting or financial advisory firm or (ii) calculate and cause its calculations to be verified by a -4-64S2D ·' - nationally recognized accounting or financial advisory firm, in either case in accordance with rules set forth in section 148{f) of the Code and Treas. Reg. §l.l48-2T and rulings thereunder, the Rebatable Arbitrage {as defined in the Ordinance) with respect to the Bonds. The Issuer shall maintain such calculations with the official transcript of the proceedings relating to the issuance of the Bonds until six years after the final Computation Date {as defined in the Ordinance). In accordance with Section 14(h){3) of the Ordinance, unless the Bonds meet an exception described in section 148{f) of the Code, the Issuer will pay over timely to the United States the Reba table Arbitrage and the Correction Amount described in Sections 14{h){2) and 14{h){4) of the Ordinance and wi 11 make such reports as wi 11 be required to insure that all such amounts are "rebated" to the United States as required by Section 148{f) of the Code and Treas. Reg. §§1.148-lT through 1.148-9T and rulings thereunder. It is anticipated that the Bonds and the Additional Bonds, taken together as one issue for federal income tax purposes, may meet the exception contained in section 148{f){4)(C) of the Code, relating to obligations the proceeds of which are used for construction expenditures and are spent within a twenty-four (24) month period. EXECUTED AND DELIVERED May 23, 1991. CITY OF LUBBOC~, TEXAS -5-64520 No Text SIGNATURE AND NO-LITIGATION CERTIFICATE THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK § § § § § WE, the undersigned, officials of the City of Lubbock, Texas (the "Issuer"), do hereby certify as follows: ( 1) That this Certificate is executed and delivered with reference to the following described bonds: "CITY OF LUBBOCK, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1991," dated May 15, 1991 (the "Bond Date"), in the aggregate principal amount of $2,000,000 (the "Bonds"). (2) The Bonds have been duly and officially executed by the undersigned with their manual or facsimile signatures in the same manner appearing thereon, and the undersigned hereby adopt and ratify their respective signatures in the manner appearing on each of the Bonds whether in manual or facsimile form, as the case may be, as their true, genuine, and official signatures. (3) That on the Bond Date and on the date hereof, we were and are the duly qualified and acting officers indicated therein and authorized to execute the same. (4) The legally adopted proper and official corporate seal of the Issuer is impressed, imprinted, or lithographed on all of the Bonds and impressed on this certificate. (5) No litigation of any nature is now pending before any federal or state court, or administrative body, or to our knowledge threatened, seeking ·to restrain or enjoin the issuance or delivery of the Bonds or questioning the issuance or sale of the Bonds, the authority or action of the governing body of the Issuer relating to the issuance or sale of the Bonds, the levy of the tax or the assessment and collect ion thereof to pay the principal of and interest on the Bonds, or that would otherwise adversely affect in a material manner the financial condition of the Issuer to pay the principal of and interest on the Bonds; and that neither the corporate existence or boundaries of the Issuer nor the right to hold office of any { I' !' - .... - - member of the governing body of the Issuer or any other elected or appointed official of the Issuer is being contested or otherwise questioned. (6) No authority or proceeding for the issuance, sale, or delivery of the Bonds, passed and adopted by the governing body of the Issuer, has been amended, repealed, revoked, rescinded, or otherwise modified since the date of passage thereof, and all such proceedings and authority relating to the issuance and sale of the Bonds remain in full force and effect as of the date of this certificate. EXECUTED AND DELIVERED this 05/23/91 --~~--------------- (Issuer's Seal) SIGNATURE OFFICIAL TITLE Mayor, City of Lubbock, Texas City Secretary, City of Lubbock, Texas -The signatures of the persons subscribed above are h~-r:~}?y-certified to be true and genuine. (Bank Seal) -2- 64540 TEXAS COMMERCE BANK NATIONAL ASSOCIATION Lubbock, Texas By:~~ No Text - DAN MORAL~ 1 ATTORNEY GENERA'f'V" ®ffice of tl)e §ttornep ~eneral ~tate of tEexas May 15, 1991 THIS IS TO CERTIFY that the City of Lubbock, Texas (the "Issuer") has submitted to me city of Lubbock. Texas. General Qbligation Bond. Series 1991 (the "Bond"), in the principal amount of $2,000,000 for approval. The Bond is dated May 15, 1991, numbered T-1 and was authorized by Ordinance No. 9434 of the Issuer passed on April 26, 1991. I have examined the law and such certified proceedings and other papers as I deem necessary to render this opinion. As to questions of fact material to my opinion, I have relied upon representations of the Issuer contained in the certified proceedings and other certifications of public officials furnished to me without undertaking to verify the same by independent investigation. I express no opinion relating to any Official Statement or other offering material relating to the Bond. Based on my examination, I am of the opinion, as of the date hereof and under existing law, as follows: {1) The Bond has been issued in accordance with law and is a valid and binding obligation of the Issuer. (2) The Bond is payable from the proceeds of an annual ad valorem tax levied, within the limit prescribed by law, upon all taxable property within the Issuer. Therefore, the Bond is approved. No. 24931 Book No. 89 spc 512/463-2100 P.O. BOX 12548 AN EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER AUSTIN, TEXAS 78711-2548 : ~"::' 73-116 ~ ":' (Rev. 1-111/5) OFFICE OF COMPTROLLER OF THE STATE OF TEXAS l l I, John Sharp, Comptroller of Public Accounts of the State of Texas, do hereby certify that the attachment is a true and correct copy of the opinion of the Attorney General approving the City of Lubbock, Texas, General Obligation Bond, Series 1991 T-1 numbered --::-::~-------------------of the denomination of 2,000,000 May 15 91 $ _________ dated ----------• 19 , as authorized by issuer, interest ____ _ percent, under and by authority of which said bonds were registered various 15 May 91 in this office, on the -------day of -------, 19 ---· as the same 651 92 appears of record on page ____ Bond Register of the Comptroller's Office, Vol. __ _ Register Number 53071 Given urider my hand and seal of office, at Austin, Texas, the 15 · May 91 day of , 19 __ . JOHN SHARP Comptroller of Public Accounts State of Texas i I' I' - - -- RECEIPT FOR PAYMENT THE STATE OF TEXAS § § § COUNTY OF LUBBOCK On the date hereof the following described bonds: "CITY OF LUBBOCK, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1991", dated April 1, 1991, in the aggregate principal amount of $2,000,000 (the "Bonds") were delivered to the purchaser(s) thereof, namely: RAUSCHER PIERCE REFSNES, INC. following the receipt of immediately available funds from the purchaser(s) in settlement of the agreed purchase price for the Bonds as follows: PRINCIPAL AMOUNT-------------$ 2,000,000.00 ACCRUED INTEREST ------------$ !JDZ-(;3 . .33 TOTAL AMOUNT RECEIVED ON DELIVERY OF THE BONDS -------$ ~d~3,~C3.~ Furthermore, the undersigned has on the date of this receipt transmitted to American State Bank, Lubbock, Texas, Attention: Selma Sedgwick (the depository bank of the issuer) the above amount of funds for credit to the issuer's account in accordance with the instructions received. 6$730 DELIVERED, this ~0=5~/=2=3/~9=1~---------------- TEXAS COMMERCE ASSOCIATION Lubbock, Texas Title Arl' .... 'W BANK NATIONAL (' - CERTIFICATE AS TO OFFICIAL STATEMENT THE STATE OF TEXAS § § § § § COUNTY OF LUBBOCK CITY OF LUBBOCK RE: $2,000,000 "City of Lubbock, Texas, Genera 1 Obligation Bonds, Series 1991, dated May 15, 1991 WE, THE UNDERSIGNED, Mayor and City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY that to the best of our knowledge and belief: (a) The descriptions and statements of or pertaining to the City contained in its Official Statement, and any addenda, supplement or amendment thereto, prep a red in connection with the issuance and sale of the above referenced Bonds, on the date of such Official Statement, on the date of sale of said Bonds and the acceptance of the best bid therefor, and on the date of the delivery, were and are true and correct in all material respects; (b) Insofar as the City and its affairs, including its financial affairs, are concerned, such Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (c) Insofar as the descriptions and statements, including financial data, of or pertaining to entities, other than the City, and their activities contained in such Official Statement are concerned, such statements and data have been obtained from sources which the City believes to be reliable and the City . has no reason to believe that they are untrue in any material respect; and !' ... , - (d) There has been no material adverse change in the financial condition of the City since the date of the last audited financial statements of the City. TO CERTIFY WHICH, witness my hands and the seal of the City, this _x0~51u2~3~/~9~l __ :·------------------------- CITY OF LUBBOCK, TEXAS ayor ~--- (city s~~l> -2- 6-4580 No Text 6 2 3 s £ RECORD OF PROCEEDINGS RELATING TO $1,145,000 COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATE OF OBLIGATION SERIES 1991 DATED MAY 15, 1991 Issued by CITY OF LUBBOCK COUNTY OF LUBBOCK STATE OF TEXAS Fulbright & Jaworski 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 No Text _ .. ,... TELEPHONE: 21-4/855-8000 F"ACSIMILE: 214/85S-8200 FULBRIGHT & JAWORSKI 2200 Ross AVENUE SUITE 2600 DALLAS, TE:XAS 75201 MAY 2 3 1991 HOUSTON WASHING"rON, D. C. AUSTIN SAN ANTONIO DALLAS NEW YORK LOS ANGELES LON CON ZURICH HONG KONG WE HAVE EXAMINED into the legality and validity of the issuance of the "City of Lubbock,· Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991" (the "Certificates"), dated May 15, 1991 (the "Certificate Date"), in the principal amount of $1,145,000, by the City of Lubbock, Texas (the "City"), which Certificates are issuable in fully registered form only, in denominations of $5,000 or any integral multiple thereof (within a maturity), have stated maturities of February 15, 1992 through February 15, 2001 in accordance with the terms stated on the face of the Certificates, and bear interest on the unpaid principal amount from the Certificate Date at the per annum rates stated in the ordinance authorizing the issuance of the Certificates (the "Ordinance"), such interest being payable on February 15 and August 15 in each year, commencing February 15, 1992, to the registered owners shown on the registration books of the Paying Agent/Registrar on the Record Date (stated on the face of the Certificates). WE HAVE SERVED AS BOND COUNSEL for the City solely to pass upon the legality and validity of the issuance of the Certificates under the Constitution and laws of the State of Texas, and with respect to the exclusion of the interest on the Certificates .from gross income for federal income tax purposes and none other. We have not been requested to investigate or verify, and have not independently investigated or verified, any records, data or other material relating to the financial condition or capabilities of the City. Our examinations into the legality and validity of the Certificates included a review of the applicable and pertinent provisions of the Constitution and laws of the State of Texas, a transcript of certified proceedings of the City relating to the authorization and issuance of the Certificates, including the Ordinance, customary certifications and opinions of officials of the ~ity and other pertinent showings, and an examination of the Certificate executed and delivered initially by the City, which we found to be in due form and properly executed. BASED ON OUR EXAMINATIONS, IT IS OUR OPINION that the Certificates have been duly authorized by the City in compliance with the Constitution and laws of the State of Texas now in force, and the Certificates issued in compliance with the provisions of the Ordinance are valid, legally binding and enforceable obligations of the City payable from the sources 6 4 0 1 D I' ~. l ,. "· • 1 ..... ; ., ·' Page 2 Re: . ' of Legal Opinion of Fulbright & Jaworski $1,145,000 "City of Lubbock, Texas, Combination Tax Solid Waste Dispos~l Sy~tem : Revenue Certificates Obligation, Series 19~1·, dated Ma~ 25, 1991 and of and secured in tha manner provided in the Ordinance, except to the extent that the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors • rights or the exercise of judicial discretion in accordance with the general principles of equity. IT IS FURTHER OUR OPINION THAT, assuming continuing compliance after the date hereof by the City with the prov1s1ons of the Ordinance and in reliance upon representations and certifications of the City made in a certificate of even date herewith pertaining to the use, expenditure, and investment of the proceeds of the Certificates, interest on the Certificates for federal income tax purposes (1) will be excludable from gross income, as defined in section 61 of the Internal Revenue Code of 1986, as amended to the date hereof, of the owners thereof pursuant to section 103 of such Code, existing regulations, published rulings, and court decisions thereunder, and (2) will not be included in computing the alternative minimum taxable income of individuals or, except as hereinafter described, corporations. Interest on all tax-exempt obligations, such as the Certificates, owned by a corporation will be included in such corporation's adjusted net book income, for the tax year 1989, or adjusted current earnings, for tax years beginning after 1989, for purposes of calculating the alternative minimum taxable income of such corporations, other than an S corporation, a qualified mutual fund, a real estate mortgage investment conduit (REMIC), or a real estate investment trust (REIT). A corporation's alternative minimum taxable income is the basis on which the alternative minimum tax and the environmental tax imposed by Sections 55 and 59A of the Code, respectively, will be computed for tax years beginning after December 31, 1986. WE EXPRESS NO OPINION with respect to any other federal, state, or local tax consequences under present law or any proposed legislation resulting from the receipt or accrual of interest on, or the acquisition or disposition of, the Certificates. Ownership of tax-exempt obligations such as the Certificates may result in collateral federal tax consequences to, among others, financial institutions, life insurance companies, property and casualty insurance companies, certain foreign corporations doing business in the United States, S corporations with subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement Benefits, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, ta~i:~· 6 4 0 l D --------------------·-··---··· i ; • -~ . f : THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK AFFIDAViT OF PUBLICATION § § § BEFORE ME, the undersigned authority, on this day personally appeared 1,1. Autl.t! , who, after being by me duly sworn, deposes and says that (s)he is the A ceo unt Manai!e r of the Lubbock Avalanche-Journal which is a newspaper published and having general circulation in the City of Lubbock, Texas, and that a true and correct copy of the "NOTICE OF SALE," hereto attached, was published in said paper on the following dates: MARCH 24, 1991; MARCH 31, 19 91 ; APRIL 7, 1991; APRIL 14, 1991; APRIL 21, 1991; the date of the first publication of said notice being at least thirty (30) days prior to the date of the public sale for the obligations referred to therein. of SWORN TO AND SUBSCRIBED ,BEFORE ME, this the2=-2 __ APril , 1991. day TONYA H.ENRY Notaty Public STATE OF TEXAS -~ MOTite OF SALE . ·J c::~~==~=: orl _ _:::::::=~E!.-!-¥~~.1..:~t::::::==:::L~~::::,A-...,.. .. Lubbock, Texas, __ will -receive '! N t p b l lllllicl bids et the City Council ~ 0 a ry U -~-·lap Jlot 19- (Notary Seal) S t 6 l E Chembers,:Mun_lc:IPII_ Complex.l M c· • • 1625 13th ~t;-Hl, .. LubbOck. TexU; ; y Omm 1 S S 1 0 llftlll 1:30 P-M., Cin'trei .Davll!lht! Time, April 25, 1991, for the follOw·; lnO deSCribed bonds: ' . . i Sl.I.CS.OCOCity of LU~k:Te~as · ~ eon::::= I:;::'i:!:!"'e i CerflfiCIIH Of Obi1Pt1C!I'I . _ -.. ,-_serle~ 199~ 1: .:: , _ _ Dated .Mil'/ IS, 1f91; :~nc:IPil due: February 15 of ·each year •• fol·' lows: Sl u.ooo eact1_· Ytn .U92: -lhrouoh·ZOOO;·sno.ooo .ln:.the .vnr 2001: IIJterest pe'l'eble -February IS.'. :1992, al)!t each Awust _IS _and Feb-: ruary ,15 thereafter. The .cerllfl·: c,tt~ ere no_t OPtional for!"~ ~Y· \ !l*lt· .,,._, :: ,..,:_ -~ ,.__ 1 · -'~urtheHnfci~mallcin rna~ be ' Clbtalnicl trom :the Dhtlsloft "' FJ-; nance, · C1ty or LutJbO<:~·. P .o:-eox: 2000, l:ubbock, -'Texis 1945fr or; from ·F lrst · southwilt ·colnPany, ~ 50o Flnt CRY Center. uocr Pieltlc:: Avenue. Dilllls. Texes' 75201 •. Fl· ! 111nciel Conavlt•nfl to the, Cltv., d Rane«•8oYd :,,·•: ,;,, ::' -:. j CIIY secretary -. . ': . , , ,-. , · -Cllvof_LUbboc:k.'Texa~ ,o::-, · 1 R·76l · · _-, .. --:-, r ·-" ·--------------- .. CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK § § § § § I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That on the 14th day of March, 1991, the City Council of the City of Lubbock, Texas, convened in regular session at its regular meeting place in the City Hall of said City; the duly constituted members of the Council being as follows: B. C. MCMINN T. J. PATTERSON BILL MALOY GARY D. PHILLIPS JOAN BAKER MAGGIE TREJO M.J. ADERTON all of said persons were present at following: M. J. Aderton business considered at said meeting, entitled: MAYOR MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER said meeting, except the Among other the attached resolution "A RESOLUTION by the City Council of the City of Lubbock, Texas, approving and authorizing publication of notice of intention to issue certificates of obligation.• was introduced and submitted to the Council for passage and adoption. After presentation and due consideration of the resolution, and upon a motion made by Councilmember Maggie Trejo and seconded by Councilmember Joan Baker the resolution was finally passed and adopted by the Council by the following vote: 6 voted "For• __ o~ __ voted "Against" o abstained all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. -1- St31E No Text r • 2. That the attached resolution is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, each member of the Council was given actual notice of time, place and purpose of the meeting and had actual notice that the matter would be considered; and that said meeting, and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the entitled resolution, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V.A.T.C.S~ IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the 14th day of March, 1991. G£.M City of Lubbock, Texas (City Seal) -2-St31E No Text - Resolution No. March 14, 1991 Item #14 A RESOLUTION by the City Council of the City of Lubbock, Texas, .approving and authorizing publication of riotice of intention to issue certificates of obligation. WHEREAS, the City Council of the City of Lubbock, Texas, has determined that certificates of obligation should be issued in accordance with the provisions of V.T.C.A., Local Government Code, Subchapter C of Chapter 271, for the purpose of paying contractual obligations to be incurred for (i) acquiring a landfill site and the purchase of equipment therefor and (ii) professional services rendered in connection therewith; and WHEREAS, prior to the issuance of said certificates of obligation, this Council is required to give notice of its intention to issue the same in the manner and time provided by law; now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK, TEXAS: Section 1: That the City Secretary is hereby authorized and directed to cause notice to be published of this Council's intention to issue certificates of obligation in the principal amount not to exceed $1,145,000 for the purpose of paying contractual obligations to be incurred for (i) the acquisition of a landfill site and the purchase of equipment therefor and (ii) professional services rendered in connection therewith, such certificates to be payable from ad valorem taxes and a lien on and pledge of the net revenues of the City's Solid Waste Disposal System. The notice hereby approved and authorized to be given shall read substantially in the form and content of Exhibit A hereto attached and incorporated herein by reference as a part of this resolution for all purposes. Section 2: That such notice shall be published once a week for two consecutive weeks in a newspaper having general circulation in the City of Lubbock, Texas, the date of the first publication of such notice to be at least fifteen ( 15) days prior to the date stated therein for the passage of the ordinance authorizing the issuance of the certificates of obligation. PASSED AND APPROVED, this the 14th day of March, 1991. c. • J. <:~dQ'~~ ~ayor, City of Lubbock, Texas (SEAL) StJtE -------------------· ·-· -· No Text EXHIBIT i\ J4 NOTICE OF INTENTION TO ISSUE CITY OF LUBBOCK, TEXAS, CERTIFICATES OF OBLIGATION NOTICE IS HEREBY GIVEN that the City Counci 1 of the City of Lubbock, Texas, will convene at its regular meeting place in the City Hall of Lubbock, Texas at 1:30 o'clock P.M. on the 25th day of April, 1991, and, during such meeting, the City Council will consider the passage of an ordinance authorizing the issuance of certificates of obligation in an amount not to exceed ONE MILLION ONE HUNDRED FORTY-FIVE THOUSAND DOLLARS ($1,145,000) for the purpose of paying contractual obligations to be incurred for (i) the acquisition of a landfill site and the purchase of equipment therefor, and (ii) professional services rendered in connection therewith, such certificates to be payable from ad valorem taxes and a lien on and pledge of the net revenues derived from the operation of the City's Solid Waste Disposal System. The Certificates are to be issued and this notice is given, under and pursuant to the provisions of V.T.C.A., Local Government Code, Subchapter C of Chapter 271. 5941E -------------------------------- No Text ,... .i THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK AFFIDAVIT OF PUBLICATION § § § BEFORE ME, the undersigned authority, on this day personally appeared T.J. Aufill , who, after being by me duly sworn, deposes and says that (s)he is the Account Mana~er of the Lubbock Avalanche-Journal, which is a newspaper published and having general circulation in the City of Lubbock, Texas, and that a true and correct copy of the "NOTICE OF INTENTION TO ISSUE CITY OF LUBBOCK, TEXAS, CERTIFICATES OF OBLIGATION" hereto attached, was published in said paper on the following dates: of SWORN TO AN ·TONY A HENRY Notaty Public STATE OF TEXAS My Cola~:~ up Ito¥ 19 IJt9c · (Notary Seal) 5945£ March 24, March 31, 1991; and 1991 at least for the of the 8 day No Text • - CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK § § § § § I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That on the 25th day of April, 1991, the City Council of the City of Lubbock, Texas, convened in regular session at its regular meeting place in the City Hall of said City; the duly constituted members of the Council being as follows: B. C. MCMINN MAYOR T. J. PATTERSON BILL MALOY GARY D. PHILLIPS JOAN BAKER MAGGIE TREJO M.J. ADERTON MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER all of said persons were following: tJollG present at said meeting, except the business considered at said meeting, entitled: Among other the attached ordinance ORDINANCE NO. ~? _:..=...:;....._ __ AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991"; levying an ad valorem tax upon all taxable property in the City and pledging the Net Revenues of the City's Solid Waste Disposal System for the payment of said Certificates; prescribing the terms and details of such Certificates and resolving other matters incident and related to the issuance, sale, security, payment and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; and providing an effective date. ... /" was introduced and submitted to the Council for passage and adoption. After presentation and due con~ideration of the ordinance, and upon a mot ion made by ~t-L IYJI!t-CY and seconded by GA.t!t/ ,t)IJ,t,t-I;P.S the ordinance was duly passed and adopted by the Council on first reading by the following vote: '1 voted "For" _6.:.-._voted "Against" 0 abstained all as shown in the official Minutes of the Council for the meeting held on the aforesaid date . 2. That the attached ordinance is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, advance notice of the time, place and purpose of the meeting was given to each member of the Council; and that said meeting, including the subject of the entitled ordinance, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section JA, V.A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the e?l~'P day of April, 1991. q~~ CitY ecretarY~ City of Lubbock, Texas . ----(City 'SeaJ) -2- 64830 No Text ... , .... '• \ CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS § § § § § COUNTY OF LUBBOCK CITY OF LUBBOCK I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That on the 26th day of April, 1991, the City Council of the City of Lubbock, Texas, convened in Special session at its regular meeting place in the City Hall of said City; the duly constituted members of the Council being as follows: B. C. MCMINN MAYOR T. J. PATTERSON BILL MALOY GARY D. PHILLIPS JOAN BAKER MAGGIE TREJO M.J. ADERTON MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER all of said persons were present at following: Pl.d. ADe-JeTOt! said meeting, except the • Among other business considered at said meeting, entitled: the attached ordinance ORDINANCE NO. AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK,, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991"; levying an ad valorem tax upon all taxable property in the City and pledging the Net Revenues of the City's Solid Waste Disposal System for the payment of said Certificates; prescribing the terms and details of such Certificates and resolving other matters incident and related to the issuance, sale, security, payment and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; and providing an effective date. was introduced and submitted to the Council for passage adoption. After presentation and due con~ideration of ordinance, and upon a motion made by ~1L'-/l?ftt.Olf seconded by 12A6zqttf t~e~J() the ordinance was duly passed and the and and --------------------------------------- /' - adopted by the Council on second and final reading to be effective immediately by the following vote: " voted "For" __ O~ __ voted "Against" {) abstained all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached ordinance is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, advance notice of the time, place and purpose of the meeting was given to each member of the Council; and that said meeting, including . the subject of the entitled ordinance, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V.A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the .:(fp~ day of April, 1991. G~~~ City of Lubbock, Texas (Cif·i Seal) ·_ ,.,...._ -2- 64840 I No Text - ORDINANCE NO. AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991"; levying an ad valorem tax upon all taxable property in the City and pledging the Net Revenues of the City's Solid Waste Disposal System for the payment of said Certificates; prescribing the terms and details of such Certificates and resolving other matters incident and related to the issuance, sale, security, payment and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certificates of obligation in the maximum principal amount of $1,145,000 for the purpose of paying contractual obligations to be incurred for (i) the acquisition of a landfill site and the purchase of equipment therefor and ( ii) professional services rendered in connection therewith, has been duly published in the Lubbock Avalanche-Journal, a newspaper hereby found and determined to be of general circulation in the City of Lubbock, Texas, on March 24, 1991 and March 31, 1991, the date of the first publication of such notice being not less than fifteen (15) days prior to the tentative date stated therein for the passage of the ordinance authorizing the issuance of such certificates; and WHEREAS, no petition, protesting the issuance of such certificates and bearing valid petition signatures of at least 5\ of the qualified voters of the City, has been filed with the City Secretary, any member of the Council or any other official of the City on or prior to the date of the passage of this ordinance; and WHEREAS, the Council hereby finds and determines that all of the certificates of obligation described in such notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1: Authorization-Designation-Principal Amount- Purpose. Certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $1,145,000 to be designated and bear the title "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL No Text - SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991" (the "Certificates"), for the purpose of paying contractual obligations to be incurred for (i) the acquisition of a landfill site and the purchase of equipment therefor and (ii) professional services rendered in connection therewith, pursuant to authority conferred by and in conformity with the Constitution and laws of the State of Texas, including V.T.C.A., Local Government Code, Subchapter C of Chapter 271. SECTION 2: Fully Registered Obligations -Authorized Denominations-Stated Maturities-Date. The Certificates are issuable in fully registered form only; shall be dated May 15, 1991 (the "Certificate Date") and shall be in denominations of $5,000 or any integral multiple thereof and the Certificates shall become due and payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the per annum rate(s) in accordance with the following schedule: Year of . Stated Maturity 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 Principal Amount $115,000 115,000 115,000 115,000 115,000 115,000 115,000 115,000 115,000 110,000 Interest Rate 7.80% 7.80\ 7.80\ 5.80\ 5.90\ 6.00\ 6.10\ 6.25\ 6.25\ 6.25\ Interest on the Certificates shall accrue from the Certificate Date at the per annum rate(s) shown above in this Section, and such interest shall be calculated on the basis of a 360-day year of twelve 30-day months. Interest on the Certificates shall be payable on February 15 and August 15 in each year, commencing February 15, 1992. SECTION 3: Terms of Payment-Paying Agent/Registrar. The principa 1 of, premium, if any, and the interest on the Certificates, due and payable by reason of maturity or otherwise, shall be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders") appearing on the registration and transfer books (the "Security Register") maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. -2- No Text - The selection and appointment of Texas Commerce Bank National Association, Lubbock, Texas to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed and the City agrees and covenants to be kept and maintained at the principal office of the Paying Agent/Registrar books and records for the registration, payment and transfer of the Certificates (the "Security Register"), all as provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement" substantially in the form attached hereto as Exhibit A and such reasonable rules and regulations as the Paying Agent/Registrar and City may prescribe; and the Mayor and City Secretary are authorized to execute and deliver such Agreement in connection with the delivery of the Certificates. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Certificates are paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified and authorized to serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of and premium, if any, on the Certificates shall be payable at the Stated Maturities only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its principal office. Interest on the Certificates shall be paid by the Paying Agent/Registrar to the Holders whose name appears in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and payment of such interest sha 11 be ( i) by check sent United States Mail, first class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are 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. -3- '"'000 ,. - In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") wi 11 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 (which shall be 15 days after the' Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business next preceding the date of mailing of such notice. SECTION 4: Redemption. The Certificates are not optional for redemption prior to maturity. SECTION 5: Registration Transfer -Exchange of Certificates-Predecessor Certificates. A Security Register relating to the registration, payment, and transfer or exchange of the Certificates shall at all times be kept and maintained by the City at the principal office of the Paying Agent/Registrar, as provided herein and in accordance with the provisions of an agreement with the Paying Agent/Registrar and such rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Certificate for transfer at the principal office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates -4- 64000 ------------------------------··-----·--· ·" surrendered for exchange, upon surrender of the Certificates to be exchanged at the principal office of the Paying Agent/ Registrar. Whenever any Certificates are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Certificates to the Holder requesting the exchange. All Certificates issued in any transfer or exchange of Certificates shall be delivered to the Holders at the principal office of the Paying Agent/Registrar or sent by United States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered in such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may be, of the same obligation to. pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 28 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 6: Book-Entry Only Transfers and Transactions. Notwithstanding the provisions contained in Sections 3 and 5 hereof relating to the payment, and transfer/exchange of the Certificates, the City hereby approves and authorizes the use of "Book-Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company (DTC), a limited purpose trust company organized under the laws of the State of New York, in accordance with the requirements and procedures identified in the Letter of Representation, by and between the City, the Paying Agent/Registrar and DTC (the "Depository Agreement") relating to the Certificates. -5-64000 .- ,. ,,..., Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be deposited with DTC who shall hold said Certificates for its participants (the "DTC Participants"). While the Certificates are held by DTC under the Depository Agreement, the Holder of the Certificates on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Certificate (the "Beneficial Owners") being recorded in the records of DTC and DTC Participants. In the event DTC determines to discontinue serving as securities depository for the Certificates or otherwise ceases to provide book-entry clearance and settlement of securities transactions in general or the City determines that DTC is incapable of properly discharging its duties as securities depository for the Certificates, the City covenants and agrees with the Holders of the Certificates to cause Certificates to be printed in definitive form and provide for the Certificates to be issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Certificates in definitive form shall be assigned, transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of such Certificates shall be made in accordance with the provisions of Sections 3 and 5 hereof. SECTION 7: Execution -Registration. The Certificates shall be executed on behalf of the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City Secretary. The signature of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the Certificate Date shall be deemed to be duly executed on behalf of the City, notwithstanding that one or more of the individuals executing the same shall cease to be such officer at the time of delivery of the Certificates to the initial purchaser(s) and with respect to Certificates delivered in subsequent exchanges and transfers, all as authorized and provided in the Bond Procedures Act of 1981, as amended. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 9C, manually executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration substantially in the form provided in Section 90, manually executed by an authorized officer, employee or . representative of the Paying -6- 64000 ( ,• .,... Agent/Registrar, and either such certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified, registered and delivered. SECTION 8: Initial Certificate(s). The Certificates herein authorized shall be initially issued either (i) as a single fully registered certificate in the total principal amount of $1,145,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1, or (ii) as ten (10) fully registered certificates, being one certificate for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the "Initial Certificate(s)") and, in either case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Certificate(s) shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificate(s) delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Comrni ttee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends in the event the Certificates, or any maturities thereof, are purchased with insurance and any reproduction of an opinion of. counsel) -7- 64000 /' ,.., thereon as may, consistently herewith, be established by the City or determined by the officers executing such Certificates as evidenced by their execution. Any portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the certificate. The definitive Certificates shall be printed, lithographed, or engraved or produced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution, but the Initial Certificate(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. The City may provide (i) for issuance of one fully registered Certificate for each Stated Maturity in the aggregate principal amount of each Stated Maturity and (ii) for registration of such Certificates in the name of a securities depository, or the nominee thereof. The Letter of Representations by and among the City, the Paying Agent/Registrar, and the initial securities depository (Depository Trust Company) a form of which is attached hereto as Exhibit B, is approved and may be executed by the Mayor and City Secretary on behalf of the City. The execution of a Letter of Representations may occur either before or after delivery of the Certificates to the initial purchasers but shall not affect the City's obligation to pay the registered owners the principal of and interest on the Certificates as the same become due. While any Certificate is registered in the name of a securities depository or its nominee, references herein and in the Certificates to the holder or owner of such Certificate shall mean the securities depository or its nominee and shall not mean any other person. B. Form of Certificates. REGISTERED NO. UNITED STATES OF AMERICA STATE OF TEXAS CITY OF LUBBOCK, TEXAS, REGISTERED $ ___ _ COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATE OF OBLIGATION SERIES 1991 Certificate Date: Interest Rate: Stated Maturity: CUSIP NO: May 15, 1991 \ Registered Owner: Principal Amount: DOLLARS -8-14000 .- .- . {' The City of Lubbock (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Lubbock, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, the Principal Amount stated above, without right of redemption prior to maturity, on the Stated Maturity date specified above and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid Principal Amount hereof from the Certificate Date at the per annum rate of interest specified above; such interest being payable on February 15 and August 15 of each year, commencing February 15, 1992. Principal of this Certificate is payable at its Stated Maturity to the registered owner hereof, upon presentation and surrender, at the principal office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register on the Record Date or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are 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. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This Certificate is one of the series specified in its title issued in the aggregate principal amount of $1,145,000 (herein referred to as the "Certificates") for the purpose of paying contractual obligations to be incurred for (i) the acquisition of a landfill site and the purchase of equipment therefor and (ii) professional services rendered in connection -9-64000 No Text - - therewith, under and in strict conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A., Local Government Code, Subchapter C of Chapter 271, and pursuant to an Ordinance adopted by the governing body of the City (herein referred to as the "Ordinance"). The Certificates are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City and are additionally payable from and secured by a lien on and pledge of the Net Revenues (as defined in the Ordinance) of the City's Solid Waste Disposal System (the "System"), such lien and pledge, however, being junior and subordinate to the lien on and pledge of the Net Revenues of the System securing the payment of "Prior Lien Obligations" (as defined in the Ordinance) hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations while the Certificates are outstanding without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the principal office of the Paying Agent/Registrar, and to all the provisions of which the Holder hereof by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Certificates; the properties constituting the System; the Net Revenues pledged to the payment of the principal of and interest on the Certificates; the nature and extent and manner of enforcement of the pledge; the terms and conditions relating to the transfer of this Certificate; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders of the Certificates; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the liens, pledges, charges and covenants made therein may be discharged at or prior to the maturity of this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the principal office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar -10-64000 .~ .- - duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more fully registered Certificates of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, may treat the registered owner hereof whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled to payment of principal hereof at its Stated Maturity and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (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 (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and covenanted that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principa 1 of and interest on the Certificates by the levy of a tax and a pledge of the Net Revenues of the System as aforestated. In case any provision in this Certificate or any application thereof shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The -11- (,4000 ... ·"' .• terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly executed under the official seal of the City as of the Certificate Date. CITY OF LUBBOCK, TEXAS COUNTERSIGNED: Mayor City Secretary (SEAL) c. * Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS THE STATE OF TEXAS § § § § REGISTER NO. I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts (SEAL) of the State of Texas *NOTE TO PRINTER: Do not print on definitive Certificates -12-6400D No Text D. Form of Certificate of Paying Agent/Registrar to Appear on Certificates (other than a single fully registered Initial Certificate). REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued and registered under the provisions of the within-mentioned Ordinance; the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registration Date: E. Form of Assignment. TEXAS COMMERCE BANK NATIONAL ASSOCIATION Lubbock, Texas as Paying Agent/Registrar By Authorized Signature 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 Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ...... _ ............................................... _ attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature guaranteed: . . . . . . . . . . . . . . . . . . . . . . . . 64000 NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. -13- No Text F. The Initial Certificate(s) shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the certificate the headings "Interest Rate " and "Stated Maturity " shall both be omitted; (ii) paragraph one shall read as follows: Registered Owner: Principal Amount: Dollars The City of Lubbock (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Lubbock, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, the Principal Amount hereinabove stated, without right of redemption prior to maturity, on February 15 in each of the years and in principal installments in accordance with the following schedule: YEAR PRINCIPAL INSTALLMENTS (Information to be inserted from schedule in Section 2 hereof). INTEREST RATE and to pay interest on the unpaid Principal Amount hereof from the Certificate Date at the per annum rates of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 of each year, commencing February 15, 1992. Principal installments of this Certificate are payable at its Stated Maturity to the registered owner hereof, upon its presentation and surrender at the principal office of Texas Commerce Bank National Association, Lubbock, Texas (the "Paying Agent/Registrar"). Interest is payable to the registered owner of this Certificate whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the .. Record Date", which is the last business day of the month next preceding each interest payment date hereof and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying -14-6COOD No Text Agent/ Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are 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. All payments of prihcipal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: Definitions. That for purposes of this Ordinance and for clarity with respect to the issuance of the Certificates, and the levy of taxes and appropriation of Net Revenues therefor, the following words or terms, whenever the same appear herein without qualifying language, are defined to mean as follows: ,4000 (a) The term "Additional Certificates" shall mean combination tax and revenue certificates of obligation hereafter issued under and pursuant to the provisions of V.T.C.A., Local Government Code, Subchapter C of Chapter 271, or similar law hereafter enacted and payable from ad valorem taxes and additionally payable from and secured by a parity lien on and pledge of the Net Revenues of the System of equal rank and dignity with the lien and pledge securing the payment of the Certificates. (b) The term "Certificates" shall mean $1,145,000 "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991" authorized by this Ordinance. (c) The term "Certificate Fund" shall mean the special Fund created and established under the provisions of Section 11 of this Ordinance. (d) The term "Collection Date" shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date annual ad valorem taxes levied each year by the City become delinquent. -15- No Text 6.COOD (e) The term "Fiscal Year" shall mean the annual financial accounting period used with respect to the operations of the System now ending on September 30th of each year; provided, however, the City Council may change, by ordinance duly passed, such annual financial accounting period to end on another date if such change is found and determined to be necessary for budgetary or other fiscal purposes. (f) The term "Government Securities" shall mean direct. obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and the United States Treasury obligations such as its State and Local Government Series in book-entry form. (g) The term "Gross Revenues" shall mean all income, receipts and revenues of every nature derived or received from the operation and ownership (excluding gifts and grant moneys, federal or state) of the System, including earnings and income derived from the investment or deposit of moneys in any special funds or accounts created and established for the payment and security of the Prior Lien Obligations and other obligations payable in whole or in part from and secured by a lien on and pledge of the Net Revenues. (h) The term "Net Revenues" shall mean the Gross Revenues of the System, with respect to any period, after deduct>ing the System• s Operating and Maintenance Expenses during such period. (i) The term "Operating and Maintenance Expenses" shall mean all reasonable and necessary expenses directly related and attributable to the operation and maintenance of the System, including, but not limited to, the cost of insurance, the purchase and carrying of stores, materials, and supplies, the payment of salaries, labor and other expenses reasonably and properly charged, under generally accepted accounting principles, to the operation and maintenance of the System. Depreciation charges on equipment, machinery, plants and other facilities comprising the System and expenditures classed under generally accepted accounting principles as capital expenditures shall not be considered as "Operating and Maintenance Expenses" for purposes of determining "Net Revenues". -16- ,.. ,• .• (j) The term "Outstanding• when used in this Ordinance with respect to Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Ordinance, except: (1) those Certificates cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates deemed to be duly paid by the City in accordance with the provisions of Section 24 hereof by the irrevocable deposit with the Paying Agent/Registrar, or an authorized escrow agent, of money or Government Securities, or both, in the amount necessary to fully pay the principal of, premium, if any, and interest thereon to maturity; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 28 hereof. (k) The term "Prior Lien Obligations• shall mean all bonds or other similar obligations hereafter issued that are payable in whole or in part from and secured by a lien on and pledge of the Net Revenues of the System and such lien and pledge securing the payment thereof is prior and superior in claim, rank and dignity to the lien and pledge of the Net Revenues securing the payment of the Certificates. (1) The term "System• shall mean the City's Solid Waste Disposal System, being all plants, collection vehicles, incinerators, sanitary landfills, or other works, facilities and equipment of the City acquired, installed and operated for the purpose of collecting, handling, storing, treating, neutralizing, stabilizing, or disposing of solid wastes, garbage and rubbish, including sites therefor; provided, however, the City, by ordinance adopted by the City Council, may identify and designate one or more incinerators hereafter acquired or constructed, together with all property incident and necessary to its operation, to be removed and not a part of the System as defined herein, and such facilities so identified and designated, together -17-,4000 No Text with the revenues received and expenses incurred in connection with the operation and maintenance thereof, shall not constitute a part of the System or be encumbered in any respect by the provisions of this Ordinance. SECTION 11: Certificate Fund. That, for the purpose of paying the interest on and to provide a sinking fund for the payment and retirement of the Certificates, there shall be and is hereby created a special Fund to be designated "SPECIAL 1991 CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE SYSTEM REVENUE CERTIFICATE OF OBLIGATION FUND", which Fund shall be kept and maintained at the City's depository bank, and moneys deposited in said Fund shall be used for no other purpose. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent for the Certificates, from funds on deposit in the Certificate Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Certificates as the same accrues or matures; such transfers of funds to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent for the Certificates at the close of business on the last business day next preceding each interest and/or principal payment date for the Certificates. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the "Public Funds Investment Act of 1987" relating to the investment of "bond proceeds"; provided that all such investments shall be made in such a manner that the money required to be expended from said Fund will be available at the proper time or times. All interest and income derived from deposits and investments in said Certificate Fund shall be credited to, and any losses debited to, the said Certificate Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 12: Tax Levy. That to provide for the payment of the "Debt Service Requirements" on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2\ (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while said Certificates or any interest thereon shall remain Outstanding, a sufficient tax on each one hundred dollars' valuation of taxable property in said City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall -18-64000 No Text - be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be deposited into the Certificate Fund. This governing body hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates herein authorized to be issued shall be determined and accomplished in the following manner: (a) Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: (1) The amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of Net Revenues of the System appropriated and allocated to pay such Debt Service Requirements prior to the Collection Date for the ad valorem taxes to be levied. (2) The amount of Net Revenues if any, appropriated and to be set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (3) The amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (b) The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (3) above less the sum total of the amounts established in paragraphs (l)and (2), after taking into consideration delinquencies and costs of collecting such annual taxes. -19- 64000 /" SECTION 13: Pledge of Revenues. The City hereby covenants and agrees that, subject only to a prior lien on and pledge of the Net Revenues of the System for the payment and security of Prior Lien Obligations, the Net Revenues of the System, with the exception of those in excess of the amounts required to be deposited to the Certificate Fund as hereafter provided, are hereby irrevocably pledged, equally and ratably, to the payment of the principal of and interest on the Certificates and Additional Certificates, if issued, as herein provided, and the pledge of the Net Revenues of the System herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the System in accordance with the terms and provisions hereof and be valid and binding without further action by the City and without any filing or recording except for the filing of this Ordinance in the records of the City. SECTION 14: System Fund. The City hereby covenants and agrees that all Gross Revenues (excluding earnings from the investment of money held in any special funds or accounts created for the payment and security o~ Prior Lien Obligations) shall be deposited from day to day as collected into a "City of Lubbock, Texas, Solid Waste Disposal System Operating Fund" (hereinafter called "System Fund") which Fund shall be kept and maintained at an official depository bank of the City. All moneys deposited in the System Fund shall be pledged and appropriated to the extent required for the following purposes and in the order of priority shown, to wit: 64000 First: To the payment of all necessary and reasonable Operating and Maintenance Expenses of the System as defined herein or required by statute to be a first charge on and claim against the Gross Revenues. Second: To the payment of the amounts required to be deposited in the special Funds created and established for the payment, security and benefit of Prior Lien Obligations in accordance with the terms and provisions of the ordinances authorizing the issuance of Prior Lien Obligations; and Third: To the payment of the amounts required to be deposited in the special funds and accounts (the Certificate Fund) created and established for the payment of the Certificates and Additional Certificates. -20- \. - - Any Net Revenues rema1n1ng in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 15: Deposits to Certificate Fund. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to each interest and principal payment date from the Net Revenues of the System, after deduction of all payments required to be made to special Funds or accounts created for the payment and security of the Prior Lien Obligations, an amount equal to one hundred per centum (100\) of the amount required to fully pay the accrued interest and principal of the Certificates then due and payable by reason of maturity, such deposits to pay accrued interest and principal on the Certificates to be made in substantially equal monthly installments on or before the last business day of each month beginning the month the Certificates are delivered to the initial purchaser. The monthly deposits to the Certificate Fund, as hereinabove provided, shall be made unti 1 such time as such Fund contains an amount equal to pay the principal of and interest on the Certificates to maturit.y. Ad valorem taxes levied, collected and deposited in the Certificate Fund for and on behalf of the Certificates may be taken into consideration and reduce the amount of the monthly deposits otherwise required to be deposited in the Certificate Fund from the Net Revenues of the System. In addition, any proceeds of sale of the Certificates in excess of the amount required to pay the contractual obligations to be incurred (including change orders to a construction contract) shall be deposited in the Certificate Fund, which amount shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes and the Net Revenues of the System. SECTION 16: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 17: Maintenance of System -Insurance. While the Certificates remain Outstanding, the City covenants and agrees to maintain and operate the System with all possible efficiency and to maintain casualty and other insurance on the properties of the System . and its operations of a kind and in -21-64000 .~ - such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type business; and that it will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Texas. SECTION 18: Rates and Charges. The City hereby covenants and agrees that rates and charges for the collection and disposal of solid wastes will be established and maintained, on the basis of all available information and experience and with due allowance for contingencies, that are reasonably expected to provide Gross Revenues to pay: (a) Operating and Maintenance Expenses of the System; (b) the interest on and principal of Prior Lien Obligations and the amounts required to be deposited into any special Funds created and established for the payment and security of the Prior Lien Obligations; (c) the amounts required to be deposited in the special Funds or Accounts (the Certificate Fund) created for the payment of the Certificates and Additional Certificates; (d) payable secured thereof. any from by a other the lien legally incurred indebtedness revenues of the System and/or on the System or the revenues SECTION 19: Records and Accounts -Annual Audit. The City further covenants and agrees that while any Certificates remain Outstanding, it will keep and maintain accurate and complete records and accounts pertaining to the ownership, operation and maintenance of the System. The Holders of the Certificates or any duly authorized agent or agents of such Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of Certified Public Accountants. Copies of each annual audit shall be furnished to the · Executive Director of the Municipal Advisory Council of Texas at his office in Austin, Texas and upon written request, to the initial purchaser of the Certificates and any subsequent Holder of 10\ or more in principal amount of the Certificates Outstanding. -22- 64000 No Text SECTION 20: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Ordinance, the owner or owners of any of the Certificates shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescense therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 21: Special Covenants. covenants as follows: The City hereby further (a) It has the lawful power to pledge the Net Revenues of the System supporting this issue of Certificates and has lawfully exercised said powers under the Constitution and laws of the State of Texas, including said power existing under V.T.C.A., Local Governmental Code, Subchapter C of Chapter 271. (b) Other than for the payment Certificates, the Net Revenues of the System in any manner been pledged to the payment of or obligation of the City or of the System. of the have not any debt SECTION 22: Issuance of Prior Lien Obligations and Additional Certificates. The City hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without limitation as to principal amount or any other limitation or restriction. In addition, the City reserves the right to issue Additional Certificates, without limitation or any restriction or condition being applicable to their issuance under the terms of this Ordinance, payable from and secured by a lien on and pledge of the Net Revenues of the System of equal rank and dignity, and on a parity in all respects, with the lien thereon and pledge thereof securing the payment of the Certificates. -23-14000 .~ ,..., SECTION 23: Subordinate to Prior Lien Obligations Covenants and Agreements. It is the intention of this governing body and accordingly hereby recognized and stipulated that the provisions, agreements and covenants contained herein bearing upon the management and operations of the System and the administering and application of revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements and covenants contained in ordinances authorizing the issuance of Prior Lien Obligations, and to the extent of any irreconciable conflict between the provisions contained herein and in ordinances authorizing the issuance of Prior Lien Obligations, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred thereby to the holders or owners of the Prior Lien Obligations. Notwithstanding the above, any change or modification affecting the application of revenues derived from the operation of the System shall not impair the obligation of contract with respect to the pledge of revenues herein made for the payment and security of the Certificates. SECITON 24: Satisfaction of Obligations of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Net Revenues of the System under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates at maturity, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or ( ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due by reason of maturity the principal of and interest on such Certificates on and prior to the maturity thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be -24- No Text . - treated as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/Registrar and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of four (4) years after the maturity of the Certificates such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas . SECTION 25: Ordinance a Contract Amendments. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City, may, without the consent of or notice to any Holders of the Certificates, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders of the Certificates, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders of the Certificates holding a majority in aggregate principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Certificates, reduce the principal amount thereof, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required to be held by Holders for consent to any such amendment, addition, or rescission. -25-14000 .- - ,... SECTION 26: Notices to Holders -Waivers. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States . Mail, first class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mai 1, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 27: Cancellation. Certificates surrendered for payment, transfer, or exchange, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying Agent/Registrar shall be returned to the City. SECTION 28: Mutliated, Destroyed, Lost and Stolen Certi- ficates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approva 1 of the City and after ( i) the fi 1 ing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and ( ii) the furnishing to the Paying -26- No Text Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Certificates. SECTION 29: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section 29, the following terms have the following meanings: "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, enacted on or before the date of delivery of the Certificates to the initial purchaser(s) thereof. "Computation Date" has the meaning stated in Treas. Reg. § 1.148-8T(b)(1). "Gross Proceeds" has the meaning stated in Treas. Reg. § 1.148-8T(d). "Investment" has the meaning stated in Treas. Reg. § 1.148-8T(e). "Net Proceeds" of the Certificates means the proceeds of the Certificates. "Nonpurpose Investment" means any Investment in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purpose of the Certificates. "Rebatab1e Arbitrage" has the meaning stated in Treas. Reg. § 1.148-2T. -27- No Text - "Yield of• (1) any Investment shall be computed in accordance with Treas. Reg. §1.148-2T, and (2) the Certificates has the meaning stated in Treas. Reg. § 1.148-JT. The Yield on the Certificates is to be computed on a joint yield basis together with the City's "General Obligation Bonds, Series 1991," and Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991." (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which, if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City shall have received a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exclusion of interest on any Certificate from gross income for federal income tax purposes pursuant to Section 103 of the Code, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall, at all times prior to the last Stated Maturity of Certificates, (1) exclusi,vely own, operate, and possess all property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds of the Certificates and not use or permit the use of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds in any activity carried on by any person or entity other than a state or local government, unless such use is solely as a member of the general public, or -28- 6400D --------------------------------------- No Text (2) not directly or indirectly impose or accept any charge or other payment for use of Gross Proceeds of the Certificates or any property the acquisition, construction, or improvement of which is to be financed directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if (1) property acquired, constructed, or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes, (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output, or similar contract or arrangement, or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, the City shall not, at any time prior to the final Stated Maturity of the Certificates, directly or indirectly invest Gross Proceeds of the Certificates in any Investment (or use such Gross Proceeds to replace money so invested), if as a result of such investment the Yield of all Investments allocated to such Gross Proceeds whether then held or previously disposed of, exceeds the Yield of the Certificates. (f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of Section 149(b) of the Code and the regulations and rulings thereunder. (g) Information Report. The City shall timely file with the Secretary of the Treasury the information required by section 149(e) of the Code with respect to the Certificates on such form and in such place as such Secretary may prescribe. -29-64000 No Text (h) Payment of Rebatable Arbitrage. Except to the extent otherwise provided in section 148(f) of the Code and the regulations and rulings thereunder, (1) The City shall account for all Gross Proceeds of the Certificates (including all receipts, expenditures, and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures, and investments thereof) and shall maintain all records of such accounting with the official transcript of the proceedings relating to the issuance of the Certificates until six years after the final Computation Date. The City may, however, to the extent permitted by law, commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall either (i) cause to be calculated by a nationally recognized accounting or financial advisory firm or (ii) calculate and cause its calculations to be verified by a nationally recognized accounting or financial advisory firm, in either case in accordance with rules set forth in section 148(f) of the Code and Treas. Reg. § 1.148-2T and rulings thereunder, the Rebatable Arbitrage with respect to the Certificates. The City shall maintain such calculations with the official transcript of the proceedings relating to the issuance of the Certificates until six years after the final Computation Date. 6COOD (3) As additional consideration for the purchase of the Certificates by the initial purchasers thereof and the loan of the money represented thereby, and in order to induce such purchase by measures designed to result in the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States the amount described in paragraph (2) above and the amount described in paragraph ( 4) below, at the times, in the installments, to the place, in the manner, and accompanied by such forms or other information as is or may be required by section 148(f) of the Code and Treas. Reg. §§ 1.148-lT through 1.148-9T and rulings thereunder. -30- No Text (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (2) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any Correction Amount as described in Treas. Reg. § 1.148-1T(c)(2} and any penalty under Treas. Reg. § 1.148-1T(c)(3)(ii)(B). SECTION 30: Sale of the Certificates. The sale of the Certificates to Rauscher Pierce Refsnes, Inc. & Associates (herein referred to as the "Purchasers"} at the price of par and accrued interest to the date of delivery, is hereby approved and confirmed. Delivery of the Certificates to the Purchasers shall occur as soon as possible upon payment being made therefor in acco~dance with the terms of sale. SECTION 31: Proceeqs of Sale. The proceeds of sale of the Certificates, excluding the accrued interest received from the Purchasers, shall be deposited in a construction fund maintained at the City • s depository bank. Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in authorized investments pursuant to the Public Funds Investment Act of 1987 and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Certificate Fund as shall be determined by the City Counci 1. All surplus proceeds of sale of the Certificates, including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Certificate Fund. SECTION 32: Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas, including the printing of the Certificates, and shall take and have charge and control of the Certificates pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers. Furthermore, the Mayor, City Secretary, City Manager, and Assistant City Manager for Financial Services, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the issuance of the Certificates, including a certification as to facts, estimates, circumstances and reasonable expectations pertaining to the use and expenditure and investment of the proceeds of the Certificates as may be -31- No Text necessary for the approval of the Attorney General, registration by the Comptroller of Public Accounts and delivery of the Certificates to the purchasers thereof and, together with the City's financial advisor, bond counsel and the Paying Agent/ Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the purchasers. SECTION 33: Official Statement. The Official Statement prepared in the initial offering and sale of the Certificates by the City, together with all addendas, supplements and amendments thereto issued on behalf of the City, is hereby approved as to form and content, and the City Counci 1 hereby finds that the information and data contained in said Official Statement pertaining to the City and its financial affairs is true and correct in all material respects and no material facts have been omitted therefrom which are necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The use of such Official Statement in the reoffering of the Certificates by the Purchasers is hereby approved and authoriz-ed. SECTION 34: Printed Opinion. The Purchaser's obligation to accept delivery of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski, Attorneys, approving such Certificates as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Certificates. Printing of a true and correct reproduction of said opinion on the reverse side of each of the definitive Certificates is hereby approved and authorized. SECTION 35: CUSIP Numbers. That CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving said Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 36: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, · is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. -32-64000 ,- SECTION 37: Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 38: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 39: Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECT I ON 4 0 : :E.:.f.:.f..:::e..:::c:=-t___;o:..:f=--..:.:H:..:e;.;a:.;::;d:..=i..=.::n~g=s • herein are for convenience only and construction hereof. The Section headings shall not affect the SECTION 41: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 42: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. -33-64000 ; ~ ' ' I SECTION 43: Effective Date. This Ordinance shall take effect and be in force inunediately from and after its passage on second and final reading, and IT IS SO ORDAINED. PASSED AND ADOPTED ON FIRST READING, this 25th day of April, 1991. PASSED AND ADOPTED ON SECOND AND FINAL READING, this 26th day of April, 1991. CITY OF LUBBOCK, TEXAS ~ayor ATTEST: (City Seal) -34- 64000 .- EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of April 26, 1991 (this "Agreement"), by and between the City of Lubbock, Texas (the "Issuer"), and Texas Commerce Bank National Association, Lubbock, Texas, a banking association duly organized and existing under the laws of the United States of America (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991" (the "Securities") in the aggregate principal amount of $1,145,000, such Securities to be issued in fully registered form only as to the payment of principal thereof and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about May 30, 1991; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer, and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities, and, as such Paying Agent, the Bank shall be responsible for paying on behalf of the Issuer the principal of, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof; all in accordance with this Agreement and the "Bond Resolution" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the Securities, the Bank ----------·-------- ,• shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Bond Resolution". The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/ Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise 'expressly provided or unless the context otherwise requires: 6.CISD "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the principal corporate trust office of the Bank as indicated on page 12 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. -2- ... "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor, City Secretary, City Manager, or Assistant City Manager for Financial Services, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government, or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Resolution). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Bond Resolution. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register• means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of Securities. -3- No Text "Stated Maturity" means the date specified in the Bond Resolution the principal of a Security is scheduled to be due and payable. Section 2~02. Other Definitions. The terms "Bank," "Issuer," and "Securities {Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. Section 3.01. ARTICLE THREE PAYING AGENT Duties of the Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. All payments of principal and/or interest on the Securities to the registered owners shall be accomplished {1) by the issuance of checks, payable to the registered owners, drawn on the fidicuary account provided in Section 5.05 hereof, sent by United States mail, first class, postage prepaid, to the address appearing on the Security Register or {2) by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities at the dates specified in the Bond Resolution. -4-' •~•so '' ,... - ARTICLE FOUR REGISTRAR Section 4.01. Security Register-Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange, and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacements of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request feels necessary to effect exchange of the Securities. any supporting documentation a re-registration, transfer, it or To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Securities. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other governments or corporations for which it serves as registrar, or that is maintained for its own securities. -5-'"as c ._ ·~ Section 4.03. Form of the Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer, and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Cancelled Securities. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Securities. Lost, or Stolen The Issuer hereby instructs the Bank, subject to the provisions of Section 28 of the Bond Resolution, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. -6-64150 I"' In case any Security shall be mutilated, destroyed, lost, or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in th'e same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed, lost, or stolen Security, only upon (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss, or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution, and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, destroyed, lost, or stolen. Section 4.07. Transaction Information to the Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01 hereof, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01 hereof, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06 hereof. ARTICLE FIVE THE BANK Section 5.01. Duties of the Bank. The Bank undertakes herein and agrees to use thereof. to perform the reasonable care duties set forth in the performance Section 5.02. Reliance on the Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. -7- 64850 ..... ...... (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, op1n1on, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of the Issuer. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsiblity for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may · otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. -8- 648SD -, '- .... Section 5.05. M~o~n~e~y~s~H~e~l~d~b~yL-__ ~t~h~e-=B~a~n~k~------~S~e~p~a~r~a~t=e Account/Collateralization. A separate account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collaterialized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for accounts of the Issuer to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such account shall be made by check drawn on such account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Ban~ for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for four years after final maturity of the Security has become due and payable wi 11 be paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader •.. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the state and county where either the Bank Office or the administrative office of the Issuer is located, and agree that service of process by certified or registered_ mail, return receipt requested, to the -9-'415D 'I ,.,. .. address referred to in Section 6. 03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. DT Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 12 of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. -10- No Text ,.. .. r-, Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate ( i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and the Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay, or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof) I together with other pertinent books and records relating to the Securities 1 to the successor Paying Agent/Registrar designated and appointed by the Issuer. -11- No Text The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [SEAL] Attest: City Secretary (SEAL) ATTEST: Title: 6<4850 CITY OF LUBBOCK, TEXAS BY Mayor Address: P. o. Box 2000 Lubbock, Texas 79457 TEXAS COMMERCE BANK NATIONAL ASSOCIATION Lubbock, Texas BY Mailing Address: P. 0. Box 841 Lubbock, Texas 79408 Delivery Address: 1314 Avenue K Lubbock, Texas 79401 -12- No Text The Depository Trust Company 55 Water Street New York, NY 10041 Attention: General Counsel's Office Letter of Representations TO BE COMPLETED BV ISSUER AND AGENT. IF ANV City of Lubbock, Texas ::-.: .. nw .:~f lssurr Texas Commerce Bank National Association Re: $1,145,000 "City of Lubbock, Texas. Combination Tax and Gentlemen: Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991 (Issue Oeseroption) EXHIBIT B April 26, 1991 (Date) The purpose of this letter is to set out certain matters relating to the above-referenced Bonds (the "Bonds .. ). National Association . Texas Commerce Bank/ is acting as Trustee, Paying Agent, Fiscal Agent, or other Agent of the Issuer \\ith tthe ·.t.genn . respect to the Bonds. The Bonds will be issued pursuant to a Trust Indenture, Bond Resolution, or other such document authorizing the issuance of the Bonds dated as of May 15 . 19 91 (the "Oocument(s)"). -----:-----~---is distributing the Bonds through The Depository Trust Company ("OTC"). tthe "\Jndet'Nnter1 To induce DTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules with respect to the Bonds, the Issuer and the Agent, if any, make the following representations to DTC: 1. Subsequent to Closing on the Bonds on May 30 , 19 91 , there shall be deposited with DTC one Bond certificate in registered form registered in the name of DTC's nominee, Cede & Co., for each stated maturity of the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal amount of such Bonds. If, however, the aggregate principal amount of any maturity exceeds $100,000,000, one certificate will be issued with respect to each $100,000,000 of principal amount and an additional certificate will be issued with respect to any remaining principal amount. Each $100,000,000 Bond certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of The Depository Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative or The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein."" No Text 11" .• ., (n the? ~vent of .my solicit.ltion of consents from and voting by holdt?rs of the Bonds, the Issuer or Agent, shall ~tablish a record date for such purposes and give DTC notice of such record date not less than 15 calendar days in advance of such record date? to the t?xtent possible. 3. [n the event of a redemption or any other similar transaction resulting in retirement of all Bonds outstanding or a reduction in aggregate principal amount of Bonds outstanding ("full or partial redemption") or an advance refunding of all or part of the Bonds outstanding, the Issuer or Agent, shall give DTC notice of such event not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. -1. (n the event of a partial redemption or an advance refunding of part of the Bonds outstanding, the Issuer or Agent shall send DTC a notice specifying: 1) the amount of the redemption or refunding; 2) in the case of a refunding, the maturity date(s) established under the refunding; and 3) the date such notice is to be mailed to Bondholders or published ("the Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express deli\•ery) in a timely manner designed to assure that such notice is in OTC's possession no later than the dose of business on the business day before the Publication Date. The Issuer or Agent will forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted in that transmission. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) The Publication Date shall be not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 5. In the event of an invitation to tender the Bonds, notice to Bondholders by the Issuer or Agent, specifying the terms of the tender and the date such notice is to be mailed to Bondholders or published ("the Publication Date") shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) 6. All notices and payment ad,·ices sent to DTC shall contain the CUSIP number of the Bonds. 7. Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at (516) 227-4039 or (516) 227-·U90. The Agent shalJ confirm DTC's receipt of such facsimile transmission by telephoning the Call Notification Department at (516) 227-4070. Notices to DTC by mail or any other means shall be sent to: The Depository Trust Company Call Notification Department Muni Reorganization Manager 711 Stewart Avenue Garden City, NY 11530 8. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day funds on each payment date (or the equivalent in accordance with existing arrangements between the Issuer or Agent and DTC). Such payments shall be made payable to the order of Cede & Co. 9. Payments of principal shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day funds on each payment date. Principal payments shall be made payable to the order of Cede & Co., and shall be ~ addressed as follows: No Text - -The Depository Trust Company Muni Redemption Department 55 Water Street-50th Aoor New York, NY 10041 Attention: Collection Supervisor .. 10. OTC may direct the Issuer or Agent to use any other telephone number for facsimile transmission, address, or department of DTC as the number, address or department to which payments of interest or principal or notices may be sent. 11. In the event of a redemption, acceleration or any other similar transaction (e.g., tenders made and accepted in response to the Issuer's or Agent's invitation) necessitating a reduction in aggregate principal amount of Bonds outstanding or an advance refunding of part of the Bonds outstanding, DTC, in its discretion, (a) may request the Issuer or Agent to issue and authenticate a new Bond certificate or (b) shall make an appropriate notation on the Bond certificate indicating the date and amounts of such reduction in principal, except in the case of final maturity, in which case the certificate must be presented to the Issuer or Agent prior to payment. 12. In the event the Issuer determines pursuant to the Document(s) that beneficial owners of the Bonds shall be able to obtain certificated Bonds, the Issuer or Agent shall notify DTC of the availability of Bond certificates and shall issue, transfer and exchange Bond certificates in appropriate amounts as required by DTC and others. 13. DTC may determine to discontinue providing its service as securities depository with respect to the Bonds at any time by giving reasonable notice to the Issue or Agent (at which time DTC will confirm with the Issuer or Agent the aggregate principal amount of the Bonds outstanding) and discharging its responsibilities with respect thereto under applicable Jaw. Under such circumstances, whenever DTC requests the Issuer and the Agent to do so, the Agent and the Issuer will cooperate with DTC in taking appropriate action to make available one or more separate certificates evidencing the Bonds to any DTC Participant having Bonds credited to its DTC account. 14. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer. Note•: a. W lhere is no organization acting as Agent for the Issuer. and all obr.gations in this Lener of Representations are to be assumed solely by the Issuer. teferences to such Agent may be inked out. b. Neither OTC nor (Cede & Co.) provides consents with respect to any security. Under its usual procedures. DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s voting rights to those Participants having the security credited to their accounts on lhe record date (identified in a listing attached to the Omnibus P10xy). The requirement to advise OTC of the record date lor the soriCitation of consents is set forth in paragraph 2 of the letter. e. Under Rules of the Municipal Securities Rulemaking Board relating to •good der~Very. • a municipal securities dealer must be able to determine the date that a notice of partiaf call or of an advance refunding of part of an issue is published (the ·Publication Oate1. The establishment of such a Publication Date is addressed in paragraph ( of the letter. Received and Accepted: 111E DEPOSITORY TRUST COMPANY Br------------------------------------------------------------------cAuthorized Offlar·s Sign.ture) cc: Underwriter Underwriter's Counsel Very truly yours, Texas Commerce Bank National Association IAuthorut'd Offic~r 's Sign.~ture) City of Lubbock, Texas lu lssurr) Mayor In tid -----------------------..... No Text ,... ,... SCHEDULE A ,.. ,... Year of Principal Interest Stated Maturity Amount Rate 1992 $115,000 7.80% 1993 115,000 7.80% 1994 115,000 7.80% 1995 115,000 5.80% 1996 115,000 5.90% 1997 115,000 6.00% -1998 115,000 6.10% 1999 115,000 6.25% 2000 115,000 6.25% 2001 110,000 6.25% .. --------------------------------------------------- No Text - PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of April 26, 1991 (this "Agreement"), by and between the City of Lubbock, Texas (the "Issuer"), and Texas Commerce Bank National Association, Lubbock, Texas, a banking association duly organized and existing under the laws of the United States of America (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991" (the "Securities") in the aggregate principal amount of $1,145,000, such Securities to be issued in fully registered form only as to the payment of principal thereof and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about May 30, 1991; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer, and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1. 01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities, and, as such Paying Agent, the Bank shall be responsible for paying on behalf of the Issuer the principal of, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof; all in accordance with this Agreement and the "Bond Resolution" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the Securities, the Bank No Text - ... ' shall keep and maintain for ~nd on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Bond Resolution". The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/ Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions . For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: •~•so "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the principal corporate trust office of the Bank as indicated on page 12 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. -2- No Text - ... ... ' 641SD "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor, City Secretary, City Manager, or Assistant City Manager for Financia 1 Services, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government, or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Resolution) . "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Bond Resolution. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of Securities. -3- i'" ·-- - .. "Stated Maturity" means the date specified in the Bond Resolution the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of the Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent~ the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of . the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. All payments of principal and/or interest on the . Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable to the registered owners, drawn on the fidicuary account provided in Section 5.05 hereof, sent by United States mail, first class, postage prepaid, to the address appearing on the Security Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3.02. Payment Dates . The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities at the dates specified in the Bond Resolution. -4- '4 as D No Text ,... - ARTICLE FOUR REGISTRAR Section 4.01. Security Register-Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange, and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacements of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request feels necessary to effect exchange of the Securities. any supporting documentation a re-registration, transfer, it or To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Securities. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other governments or corporations for which it serves as registrar, or that is maintained for its own securities. -5- ........__ ____________________________ -----·--- ,. - ' Section 4.03. Form of the Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer, and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release Qr disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Cancelled Securities. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Securities. Lost, or Stolen The Issuer hereby instructs the Bank, subject to the provisions of Section 28 of the Bond Resolution, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. -6-64150 , .. -- .... In case any Security shall be mutilated, destroyed, lost, or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed, lost, or stolen Security, only upon (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss, or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution, and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, destroyed, lost, or stolen. Section 4.07. Transaction Information to the Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01 hereof, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01 hereof, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06 hereof. ARTICLE FIVE THE BANK Section 5.01. Duties of the Bank. The Bank undertakes herein and agrees to use thereof. to perform the reasonable care duties set forth in the performance Section 5.02. Reliance on the Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. -7-6CI50 . .- .• ,..., ... ., (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, op1n1on, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities ·containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to -make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers and perform any duties hereunder either directly through agents or attorneys of the Bank. Section 5.03. Recitals of the Issuer. hereunder or by or The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsiblity for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. -8- ----------------------.. ----- No Text - ; .... .. ' Section 5.05. M~o~n~e~y~s~H~e~l~d~b~yL-__ ~t~h~e-=B~a~n~k~------~S~e~p~a~r~a~t=e Account/Collateralization. A separate account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collaterialized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for accounts of the Issuer to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such account shall be made by check drawn on such account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for four years after final maturity of the Security has become due and payable will be paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease • Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the state and county where either the Bank Office or the administrative office of the Issuer is located, and agree that service of process by certified or registered mai 1, return receipt requested, to the -9- 64150 --------·····--·-·· ·-···------------- No Text - - - ... ' address referred to in Section 6. 03 of this Agreement sha 11 constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. DT Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment . This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 12 of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. -10- 64150 , .... .~. - - •:1 Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and the Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay, or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. -11- ' c a ~ o .- ,...., ' The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [SEAL] (SEAL) ATTEST: ~~~ & TRUST OFFIC~R CITY OF LUBBOCK, TEXAS Address: P. 0. Box 2000 Lubbock, Texas 79457 TEXAS COMMERCE BANK NATIONAL ASSOCIATION Lubbock, Texas ~~ Mailing Address: P. 0. Box 841 Lubbock, Texas 79408 Delivery Address: 1314 Avenue K Lubbock, Texas 79401 -12- .- - ... ,... "B" PAYING AGENT SERVICES PROPOSAL RESPONSE FORM FEE SCHEDULE BOND REGISTRAR, TRANSFER AGENT, AND PAYING AGENT-BOOK-ENTRY-ONLY BANK NAME: TEXAS COMMERCE BANK NA LUBBOCK OFFICIAL SUBMITTING: OFFICIAL SIGNATURE: TITLE OF OFFICIAL: ASSISTANT VP & TRUST OFFICER TELEPHONE NUMBER: (806) 742-8511 ACCOUNT MAINTENANCE Per Accunt Annual minimum INTEREST PAYMENTS Payment of interest per interest payment date Each additional ck over 50 PRINCIPAL PAYMENTS Payment of registered bond at maturity or by call OTHER ITEMIZED SERVICES, AS SUGGESTED BY BIDDING BANK: Acceptance Issuance of 1099s on taxable issue Annual m1n1mum for up to 100 $ 1.00 100.00 $ 75.00 1.00 $ 5.00 $500.00 $100.00 , __ ----·-··--------------------'--------------- ...... .. . -. Letter of Representations TO BE COMPLETED BY ISSUER AND AGENT. IF ANY City of Lubbock, Texas .,..., S"m~ 4)f Issuer ... .. Texas Commerce Bank National Association The Depository Trust Company 55 Water Street New York, NY 10041 Attention: General Counsel's Office Re: Gentlemen: $1,145,000 "City of Lubbock. Texas. Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991 (Issue OescroptionJ April 26, 1991 (Calli The purpose of this letter is to set out certain matters relating to the above-referenced Bonds (the "Bonds"). National Association Texas Commerce Bank/ is acting as Trustee, Paying Agent, Fiscal Agent, or other Agent of the Issuer \l.ith (lhe "Agent1 respect to the Bonds. The Bonds will be issued pursuant to a Trust Indenture, Bond Resolution, or other such document authorizing the issuance of the Bonds dated as of May 15 , 19 91 <the "Document(s)"). Rauscher Pierece Ref snes, I In cis cftstta~fift~glffil&nds through The Depository Trust Company ("DTC"). (the "Undei'NTIIef1 To induce OTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules with respect to the Bonds, the Issuer and the Agent, if any, make the following representations to DTC: t. Subsequent to Closing on the Bonds on May 23 19 91 , th~re shall be deposited with OTC one Bond certificate in registered form registered in the name of DTC's nominee, Cede & Co., for each stated maturity of the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal 1". amount of such Bonds. If, however, the aggregate principal amount of any maturity exceeds $100,000,000, one certificate will be issued with respect to each $100,000,000 of principal amount and an additional certificate will be issued with respect to any remaining principal amount. Each $100,000,000 Bond certificate shall bear the folto\l.;ng legend: -unless this certifacate is presented by an authorized representative of The Depository Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name o( Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein." .- .:- ... - 2. (n the event of .my solidt.thon of consents from dnd voting by holders of the Bonds, the Issuer or Agent, shall ~tablish a record Jate for such purposes dnd give DTC notice of such re.:ord date not less than 15 calendar days in advance of such record date to the extent possible. 3. (n the event of a redemption or any other similar transaction resulting in retirement of all Bonds outstanding or a reduction in aggregate principal dmount of Bonds outstanding ("full or partial redemption") or an advance refunding of all or part of the Bonds outstanding, the Issuer or Agent, shall give DTC notice of such event not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 4. In the event of a partial redemption or an advance refunding of part of the Bonds outstanding, the Issuer or Agent shalt send DTC a notice specifying: 1) the amount of the redemption or refunding; 2) in the case of a refunding, the maturity date(s) established under the refunding; and 3) the date such notice is to be mailed to Bondholders or published ("the Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such notice is in OTCs possession no later than the close of business on the business day before the Publication Date. The Issuer or Agent will forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted in that transmission. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) The Publication Date shall be not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 5. In the event of an invitation to tender the Bonds, notice to Bondholders by the Issuer or Agent, specifying the territs of the tender and the date such notice is to be mailed to Bondholders or published ("the Publication DateH) shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delhrery) in a timely manner designed to assure that such notice is in DTCs possession no later than the close of business on the business day before the Publication Date. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) 6. All notices and payment ad\·ices sent to DTC shall contain the CUSIP number of the Bonds. 7. Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at (516) 227-4039 or (516) 227-1190. The Agent shall confirm DTC's receipt of such facsimile transmission by telephoning the Call Notification Department at (516) 227-4070. Notices to DTC by mail or any other means shall be sent to: The Depository Trust Company Call Notification Department Muni Reorganization Manager 711 Stewart Avenue Garden City, NY 11530 8. Interest payments shall be received by Cede &: Co., as nominee of DTC, or its registered assigns in next-day funds on each payment date (or the equivalent in accordance with existing arrangements between the Issuer or Agent and OTC). Such payments shall be made payable to the order of Cede &: Co. 9. Payments of principal shall be received by Cede &: Co., as nominee of DTC, or its registered assigns in next-day funds on each payment date. Principal payments. shall be made payable to the order of Cede &: Co., and shall be addressed as follows: No Text • ,.., . - The Depository Trust Compiny Muni R~emption Department 35 Water Street-50th Aoor New York, NY 10041 Attention: Collection Supervisor 10. DTC may direct the Issuer or Agent to use any other telephone number for facsimile transmission, address, or department of DTC as the number, address or department to which payments ofinterest or principal or notices may be sent. 11. In the event of a redemption, acceleration or any other similar transaction (e.g., tenders made and accepted in response to the Issuer's or Agent's invitation) necessitating a reduction in aggregate principal amount of Bonds outstanding or an advance refunding of part of the Bonds outstanding, ore, in its discretion, (a) may request the Issuer or Agent to issue and authenticate a new Bond certificate or (b) shall make an appropriate notation on the Bond certificate indicating the date and amounts of such reduction in principal, except in the case of final maturity, in which case the certificate must be presented to the Issuer or Agent prior to payment. 12. In the event the Issuer determines pursuant to the Document(s) that beneficial owners of the Bonds shall be able to obtain certificated Bonds, the Issuer or Agent shall notify ore of the availability of Bond certificates and shall issue, transfer and exchange Bond certificates in appropriate amounts as required by ore and others. 13. OTC may determine to discontinue providing its service as securities depository with respect to the Bonds at any time by giving reasonable notice to the Issue or Agent (at which time ore will confirm with the Issuer or Agent the aggregate principal amount of the Bonds outstanding) and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, whenever Ore requests the Issuer and the Agent to do so, the Agent and the Issuer will cooperate with ore in taking appropriate action to make available one or more separate certificates evidencing the Bonds to any ore Participant having Bonds credited to its ore account. 14. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer. Nolet: a. If there is no organization acting as Agent for the Issuer. and an obligations in this letter of Representations are to be assumed solely by the Issuer, references to such Agent may be inked out. b. Neither DTC nor (Cede & Co.) provides consents with respect to anr security. Under its usual procedures, OTC mails an Omnibus Proxy 10 the Issuer as soon as possible after !he record date. The Omnibus Proxy assigns Cede & Co.'s voting rights to lhose Pa11icipants having the security credited to their accounts on the record date (identified in a listing attached to the Omnibus Proxy). The requirement to advise DTC of the record date for !he solicitation of consents is set forth in paragraph 2 of the letter. c. Under Rules of the Municipal Securities Rulemaking Board relating 10 "good delivery, • a municipal securities dealer must be able ·so determine the date that a notice of partial call or of an advance refuncf~ng or part of an issue is published (the "Pubfcation Oate1. The establishment of such a Publication Date Is addressed in paragraph 4 of the letter. cc: Underwriter Underwriter's Counsel Very truly yours, City of Lubbock, Texas Mayor Associ r SCHEDULE A Year of Principal Interest Stated Maturity Amount Rate 1992 $115,000 7.80\ 1993 115,000 7.80\ 1994 115,000 7.80\ 1995 115,000 5.80\ 1996 115,000 5.90\ 1997 115,000 6.00\ 1998 115,000 6.10\ 1999 115,000 6.25\ 2000 115,000 6.25\ 2001 110,000 6.25\ ,... ' - r r ' - GENERAL CERTIFICATE THE STATE OF TEXAS § § COUNTY OF LUBBOCK § § CITY OF LUBBOCK § WE, the undersigned, Mayor and City Secretary, respectively, of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. Relative to Tax-Supported Indebtedness. That the total principal amount of indebtedness of the City, including the proposed $2,000,000 "City of Lubbock, Texas, General Obligation Bonds, Series 1991," dated May 15, 1991; $16,120,000 "City of Lubbock, Texas, Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991," dated May 15, 1991; $1, 145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991," dated May 15, 1991; $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991," dated May 15, 1991; and $1,085,000 "City of Lubbock, Texas, Public Property Finance Contractual Obligations, Taxable Series 1991," dated May 15, 1991, payable from ad valorem taxes levied and collected by the City is as follows: OUTSTANDING INDEBTEDNESS -----------------------------$71,403,752 SERlES 1991 BONDS ------------------------------------$ 2,000,000 SERIES 1991 WATERWORKS CERTIFICATES ------------------$16,120,000 SERIES 1991 SOLID WASTE CERTIFICATES -----------------$ 1,145,000 SERIES 1991 EXHIBITION/HALL AUDITORIUM CERTIFICATES --$ 4,030,000 SERIES 1991 CONTRACTUAL OBLIGATIONS ------------------$ 1,085,000 TOTAL INDEBTEDNESS -----------------------------~-$95,783,752 2. Relative to Debt Service Requirements. That a debt service requirement schedule for the City's above-described outstanding indebtedness as well as the proposed $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991," dated May 15, 1991, is attached hereto as Exhibit A and made a part of this certificate for all purposes. No Text .. - 3. Relative to City Officials. That certain duly qualified and acting officers of said City are as follows: B.C. McMINN RANETTE BOYD LARRY J. CUNNINGHAM J. ROBERT MASSENGALE MAYOR CITY SECRETARY CITY MANAGER ASSISTANT CITY MANAGER FOR FINANCIAL SERVICES - CITY TREASURER 4 . Relative to Incorporation. That said City is incorporated under the General Laws of the State of Texas, and is operating under the Home Rule Amendment to the Texas Constitution, Section 5, Article XI, as amended in 1912; the City Charter was originally adopted at an election held on December 27, 1917, and said Charter has not been amended or revised in any respect since May 7, 1988, the date of the last Charter Amendment Election. 5. Relative to Taxable Values. That the assessed value of all taxable property (net of exemptions) in the City, as shown by the tax rolls for the year 1990, and which have been duly approved and are the latest official assessment of taxable property in the City is as follows: TOTAL ASSESSED TAXABLE VALUES OF REAL AND PERSONAL PROPERTY-----------$4,725,708,214 6. Relative to Nonencumbrance. Save and except for the pledge of the income and revenues of the City's Solid Waste Disposal System to the payment of principal and interest to become due with respect to the proposed City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991, dated May 15, 1991, said income and revenues of said System have not been pledged or hypothecated in any other manner or for any other purpose; and the above obligations and contracts evidence the only liens, encumbrances or indebtedness of said System or against the income and revenues of such System. -2- 64890 .- . I ' ... - 7. Relative to Income and Revenues. The following is a schedule of the gross receipts I operating expenses and net revenues of the City's Solid Waste Disposal System for the years stated: Fiscal Year Ending 9-30 1986 1987 1988 1989 1990 Gross Receipts $511911766 511031246 513581866 512641201 517881191 Operating Expenses $413811182 414501446 414001138 414401521 413401042 Net Revenues $ 8101584 6521800 9581728 8231680 114481149 8. Relative to Utility Properties. The solid waste disposal properties owned, operated and maintained by the City currently provides services to approximately 51,568 residential and 1,322 commercial inhabitants of the City. As of the date hereof 1 no question is pending and no proceedings of any nature have been instituted in any manner questioning the City's right and title to its utility properties or its authority to operate the same. 9. Relative to Rates and Charges. The current monthly rates and charges for services provided by the City's Solid Waste Disposal System are as follows: Residential (Twice Weekly Service) The rate is scheduled to increase in 50¢ increments every six months until April 1992, when it will be $9.00 per month: 64890 Monthly Rate $7.50 8.00 8.50 9.00 -3- Effective Date October 1, 1990 April 1, 1991 October 1, 1991 April 1, 1992 ,-. I ...... ,1" ,.., ... - ,..., 2 yard 3 yard 4 yard 6 yard Commercial (Effective October 1, 1985) container with twice a week service $24.00 container with twice a week service $36.00 container with twice a week service $48.00 container with twice a week service $72.00 per month. per month. per month. per month. 8 yard container with twice a week service $96.00 per month. Extra Pickups for Commercial $1.50 per yard per pickup. Landfill Fees Present Rates Previous Rates Effective Effective Size of Vehicle October 1, 1991 October 1, 1990 Pickup, small trailers (1/2 ton or less) $ 4.25 $ 4.00 Bobtail trucks, pickups over 1/2 ton 12.75 12.00 Semitrailers 21.75 20.00 Container trucks and packer trucks: 20 cubic yards 42.50 40.00 24 cubic yards 51.00 48.00 28 cubic yards 59.50 56.00 30 cubic yards 63.75 60.00 32 cubic yards 68.00 64.00 40 cubic yards 85.00 80.00 The City may, at its option, supersede the above schedule with a charge per ton of waste of $8.00, effective October, 1990, or $8.50, effective October 1, 1991 • 10. Relative to No Petition. That no petition of any kind or character has been filed with the Mayor, City Secretary or any other official of the City protesting the issuance of the proposed "City of Lubbock, Texas Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991". 11. Relative to Interest Earnings. That interest earnings on proceeds from the sale of $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991" will be deposited to the Certificate Fund established by the ordinance authorizing the issuance of the -4-64890 .- .- - .... - ,.. ,.. obligations, save and except during the time of construction of improvements and extensions being financed by such obligations, such interest earnings, upon approval of the governing body of the City, will be used for the construction of improvements and extensions for which such obligations are being issued. WITNESS OUR HANDS AND THE SEAL OF THE CITY OF LUBBOCK, TEXAS, this the ~(p'IA. day of /J/l.et" , 1991. Texas ~f Luboock, Texas (Cicy Seal) ... -.... ·-._ .... -5- 648CJD .- ,,.. C I TY OF LUBBOCK, TEXAS -== t--co -FISCAL ::t: >< YEAR HEW ISSU~ w EHDIIG OO!S!AHDIIG DEBT OOIIBliED iEQOIIEIIEHTS GWD 'ro'l'AL OOJIBDIED iEQOilEIIEJft'S 9-30 PiiiCIPAL mmsr MAL PmciPAL mm.sr 'ro'l'AL PiiiCIPAL mmsr fO'f!L 1991 $7,685,000 $5,519,770 $13,204,770 $7,685,000 $5,519,770 $13,204,770 1992 7,400,000 4,947,384 12,347,384 1,275,000 2,187,075 3,462,075 8,675,000 7,134,459 15,809,459 1993 6,910,000 4,402,888 ll,312,888 1,275,000 1,627,766 2,902,766 8,185,000 6,030,654 14,215,654 1994 6,645,000 3,882,851 10,527,851 1,275,000 1,516,952 2,791,952 7,920,000 5,399,803 13,319,803 1995 6,180,000 3,385,478 9,565,478 1,275,000 1,407,288 2,682,288 7,455,000 4,792,766 12,247,766 1996 6,280,000 2,897,366 9,177,366 1,275,000 1,298,717 2,573,717 7,555,000 4,196,083 U,751,083 1997 6,089,434 2,567,266 8,656,700 1,275,000 1,190,230 2,465,230 7,364,434 3,757,496 U,l21,930 1998 6,090,076 2,ll0,591 8,200,667 1,275,000 1,081,828 2,356,828 7,365,076 3,192,419 10,557,495 1999 5,976,493 1,652,184 7,628,677 1,275,000 973,281 2,248,281 7,251,493 2,625,465 9,876,958 2000 3,514,986 3,258,861 6,773,847 1,275,000 865,528 2,140,528 4,789,986 4,124,389 8,914,375 2001 3,144,442 2,593,737 5,738,178 1,270,000 771,743 2,041,743 4,414,442 3,365,480 7,779,921 2002 2,848,639 1,724,224 4,572,863 1,160,000 693,560 1,853,560 4,008,639 2,417,784 6,426,423 2003 2,684,682 1,083,971 3,768,653 1,160,000 617,331 1,m,338 3,844,682 1,701,309 5,545,990 2004 1,545,000 464,163 2,009,163 1,160,000 540,563 1,700,563 2,705,000 1,004,726 3,709,726 2005 1,545,000 356,700 1,901,700 1,160,000 463,788 1,623,788 2,705,000 820,488 3,525,488 2006 1,545,000 251,162 1,796,162 1,165,000 388,238 1,553,238. 2,710,000 639,400 3,349,400 2007 1,545,000 145,450 1,690,450 1,165,000 313,878 1,478,878-2,710,000 459,328 3,169,328 2008 895,000 63,225 958,225 1,170,000 241,353 1,411,353 2,065,000 304,578 2,369,578 2009 565,000 16,950 581,950 1,165,000 171,688 1,336,688 1,730,000 188,638 1,918,638 2010 1,165,000 103,012 1,268,012 1,165,000 103,012 1,268,012 20ll 1,165,000 34,338 1,199,338 1,165,000 34,338 1,199,338 $79,088,752 $41,324,221 $120,412,972 $24,380,000 $16,488,161 $40,868,161 $103,468,752 $57,812,382 $161,281,134 l {, { (. ( ( (. I ( ' (l i ( (' ( ( No Text CITY OF LUBBOCK, TEXAS DIVISION OF GENERAL OBLIGATION DEBT LESS: LESS: LESS: LESS: WATERI«>RKS SEWER SISTEK GOLF COORS! SOLID WASTE GEHERAL FISCAL SISTEK SYSTEM SYSTEK DISPOSAL SYSTEK PURPOSE YEAR GEHUAL GOORAL GEHERAL GEHWL GEHERAL EHDIIG COMBIXEO OBLIGATIO! OBLIGATIO! OBLIGATIO! OBLIGAfiOI OBLIGATIOI 9-30 IEQOIREKEHTS REQUIIEHEIITS IEQOIREKEHTS REQOIREIIEITS REQOIIEKEHTS IEQOIIEKEHTS 1991 $13,204,770 $4,309,742 2,221,415 $87,167 $6,586,446 1992 15,809,459 6,235,314 2,128,357 84,018 204,928 7,156,842 1993 14,215,654 5,471,509 2,022,397 85,642 177,075 6,459,030 1994 13,319,803 5,092,255 1,977,186 82,043 168,105 6,000,214 1995 12,247,766 4,673,211 1,837,489 83,218 160,285 5,493,563 1996 11,751,083 4,449,522 1,836,264 84,224 153,558 5,227,516 1997 11,121,930 4,199,102 1,761,828 85,302 146,715 4,928,983 1998 10,557,495 3,980,574 1,690,010 81,425 139,758 4,665,728 1999 9,876,958 3,716,002 1,600,608 82,400 132,656 4,345,292 2000 8,914,375 3,342,359 1,469,966 S3,025 125,469 3,893,556 2001 7,779,921 3,037,573 1,022,392 83,300 113,438 3,523,218 2002 6,426,423 2,562,599 846,406 83,225 2,934,193 2003 5,545,991 2,224,496 722,311 82,800 2,516,384 ""' 2004 3,709,726 1,639,570 624,930 1,445,226 \ 2005 3,525,488 1,561,747 589,248 1,374,493 2006 3,349,400 1,486,568 553,442 1,309,390 2007 3,169,328 1,412,395 517,461 1,239,472 2008 2,369,578 1,118,638 138,156 1,112,785 ""' 2009 1,918,638 1,029,524 111,958 m,156 " 2010 1,268,012 879,863 388,150 2011 1,199,338 833,288 366,050 $161,281,133 $63,255,848 $23,671,824 $1,087,789 $1,521,985 $71,743,687 ,.. - EXHIBIT A I No Text HEQUIREMENTS Of SERIES 1991 < NEW ISSUES !::: <X*BII!UC* !.U AID cc -CJDW!IQI !.U AID IIUDimltS UII8l!IOI IW./ ~IIDUOIIIII CJDW!IC* !.U .uD SWD :X: FISCAL SfS'lEI SIIBOmmr! LIEI IEVDI\JE (Llllltm PLFJ)(;E) IEVDI\J! 11.\S!E DISIIQ'W, srmx UVEIIOI POBI.IC PDDf'f FIIAIICI >< LU rw {iEJmL CILIWU. llCIDS a:mncms 01 WJGAriOII amncms or WJGAri<* CD!InC1tES or WJWIC* CXID.ILTIW. WJGArl<*S IJII)IJC Im::IES! mmsr Il'fDESr mmsr ImlES! <UIBIXlD t-JO PWCIPJJ. WE Imi!S! PWCIPJJ. WE lmUS'1' PWCIP.U. WE ImiES! PIIJICIP.U. WE ImiZST PWCIP.U. WE II1'WSI' ~ 1991 1992 100,000 1.754 179,117 105,000 1.754 1,437,159 200,000 1.754 360,llS 115,000 7.804 19,t21 55,000 Ut,97i l,W,075 199) 100,000 I. 1St 133,725 105,000 1.7Sl 1,072,10i 200,000 1.75\ 261,150 115,000 7.101 62,075 55,000 90,309 2,902,766 1994 100,000 1.751 • 124,975 105,000 a.7st 1,002,369 200,000 I. 1St 251,350 115,000 7.10& 53,105 55,000 15,153 2,791,952 1995 100,000 I. 1St U6,ZZS 105,000 I. 1St 931,931 200,000 1.7St m,aso 115,000 s.aot U,215 ss,ooo 79,997 2,612,2&1 1996 100,000 I. 1St 107,475 105,000 1.m 161,494 200,000 1.75& 21i,350 115,000 5.901 3&,551 55,000 t.3750l 7C,IU 2,573,n7 1997 100,000 1.75l 91,725 105,000 1.7St 791,056 200,000 I. 1St 19&,150 115,000 6.00& 31,715 55,000 69,114 2,465,230 1991 100,000 I. 1St 19,975 105,000 1.75\ 720,619 200,000 1.m 111,350 115,000 6.101 24,751 ss,ooo 65,126 2,356,&21 1999 100,000 1.75l ll,ZZS 105,000 1.75l 650,111 200,000 1.75l 163,150 115,000 6.2Sl 17,656 ss,ooo i0,369 2,24&,211 2000 100,000 1.70\ 72,500 105,000 l.iOl 510,34& 200,000 1.504 146,600 115,000 6.2St 10,469 55,000 55,611 2,U0,5U 2001 100,000 6.25l 65,025 105,000 6.25& 5Z0,576 200,000 6.25t 131,150 110,000 6.25& 3,431 55,000 1.65004 50,154 2,00,743 2002 100,000 6.404 51,700 105,000 6.40& 469,6i0 200,000 6.40\ 119,200 ss,ooo 46,000 1,153,560 2003 100,000 6.50\ 52,250 105,000 6,50\ 417,731 200,000 6.50\ 106,300 S5,000 41,050 1,m,m 2004 100,000 6.50l 45,750 105,000 6.50\ 365,413 200,000 6.50& 93,300 55,000 36,100 1,700,563 2005 100,000 6.50\ 39,250 105,000 6.50\ 313,04& 200,000 6.504 10,300 55,000 11,150 1,623,7&& 2006 100,000 6.25& 32,175 105,000 6.25l 261,769 205,000 6.25\ 67,394 55,000 9.00004 26,200 1,553,23& 2(111 100,000 6.25\ 26,625 105,000 6.25& 2ll,U6 205,000 6.25l 51,511 55,000 21,216 1,411,171 2001 100,000 6.25l 20,375 110,000 5.75l 163,013 205,000 6.25\ 41,769 55,000 16,197 1,411,353 2009 100,000 5.7Sl 14,375 110,000 5.7Sl 116,431 205,000 5.75& 29,469 50,000 11,406 1,336,6&& 2010 100,000 5.751 1,625 110,000 5.75\ 69,163 205,000 5.75\ 17,611 50,000 '·'" 1,261,012 2011 100,000 5.7Sl 21175 1101000 S.7Sl 23,2&& 2051000 5.75\ 51 aM 501000 9.12504 21211 11199133& $2,000,000 $1,370,737 $16,120,000 $10,ti0,96Z $4,030,000 $2,76&,913 $1,115,000 $376,915 $1,015,000 $!190,56& $40,16&,W All rates established at sale of obligations. ( (_ { l ( ( ( I ( f ( ( (l I ( ( No Text ,.... ..... CERTIFICATE AS TO TAX EXEMPTION THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK § § § § § I, the undersigned, Assistant City Manager for Financial Services of the City of Lubbock, Texas, (the • Issuer"), who with other officers are charged with the responsibility of issuing and delivering the "CITY OF LUBBOCK, TEXAS COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991", dated May 15, 1991, in the principal amount of $1,145,000 (the "Certificates"), DO HEREBY CERTIFY that, to the best of my knowledge and belief, the following facts and estimates are reasonable expectations relating to the issuance and sale of the Certificates and the use and expenditures of proceeds thereof. Unless otherwise noted, capitalized terms herein shall have the same meanings ascribed thereto in the ordinance authorizing the issuance of the Certificates. 1. Purpose of the Certificates. • The Certificat~s are being issued to finance the costs of acqu1r1ng a landfill site, the purchase of equipment, (the "Project•), and to pay contracts for professional services. 2. Source and Disbursement of Funds. 2.1 The Certificates were issued and delivered to the purchasers thereof on the date hereof upon payment of the agreed purchase price as follows: PRINCIPAL AMOUNT--------------$1,145,000.00 ACCRUED INTEREST--------------1,678.44 PREMIUM ---------------------~ -0- TOTAL PURCHASE PRICE------$1,146,678.44 2.2 The amount received from the purchasers of the Certificates representing accrued interest and premium, if any, was deposited in the interest and sinking fund (the •certificate Fund") for the Certificates to be used to pay the first interest payment to become due on the Certificates on February 15, 1992. No Text - ,..... - 2. 3 The balance of the amount received wi 11 be used to pay certain costs of issuance relating to the Certificates (estimated to be $12,975. 25) and expended to pay costs of the Projects. The Issuer acknowledges and understands that based on the certifications and representations appearing in paragraph (3) below, the amounts received from the purchaser of the Certificates, pending the expenditure thereof for authorized projects and purposes, may be invested without restriction as to Yield for a temporary period not to exceed three (3) years from the date of this Certificate, and in the event any of such proceeds of the Certificates shall remain unexpended on the third anniversary date of this Certificate, any investment of such proceeds after such anniversary date shall be restricted to obligations or accounts that have a Yield not in excess of the Yield of the Certificates. 3. Temporary Period. 3.1 Within six (6) months from the date of this Certificate, the Issuer will have incurred substantial binding obligations or commitments for each Project to be financed by the Certificates by entering into contracts for either construction, architectural services, engineering services, land acquisitions, site development, construction materials, or the purchase of equipment; the aggregate of the sums committed or expended for each Project under such contracts shall exceed the lesser of (i) 2-1/2\ of that portion of the estimated total project cost to be financed by the Certificates and prior obligations of the City or (ii) $100,000. 3. 2 After entering into said contracts, work on the Projects will proceed with due diligence to completion, which is expected to occur on or about December, 1992. 3.3 All of the spendable proceeds of the Certificates will be expended for Project costs by the end of the three-year period from the date hereof. 4. Certificate Fund and System Fund. 4.1 The Certificates are payable from an ad valorem tax levied upon all taxable property in the Issuer, and are additionally payable from a pledge of the Net Revenues of the System, and all taxes levied and collected for and on account of the Certificates, together with Net Revenues pledged and appropriated to pay the Certificates, are to be to deposited into a special Fund or Account (the •certificate Fund") created and established for the payment of the Certificates, as -2-64900 No Text - provided in Section 11 of the Ordinance authorizing the issuance of the Certificates. The Certificate Fund was created primarily to acheive a proper matching of revenues and debt service for the Certificates within each bond year and moneys deposited therein will be used solely to pay the principal of and interest on the Certificates as the same becomes due and payable and the Issuer reasonably expects that there will be no other funds that will be so used or pledged or otherwise restricted so as to be available with reasonable certainty, to be used. 4. 2 To the extent taxes collected for the payment of the Certificates equals the annual debt service paid, amounts deposited in the Certificate Fund will be spent within a thirteen month period beginning on the date of the deposit. Any amounts deposited in such Certificate Fund in excess of the annual debt service to be paid on the Certificates plus an amount not to exceed the greater of (i) one year's earnings on the Certificate Fund or (ii) one-twelfth (1/12) of the annual debt service on the Certificates will, to the extent such money are invested, be restricted to investments which have a Yield not in excess of the Yield of the Certificates. Any amount received from the investment of money held in the Certificate Fund will be spent within a one-year period beginning on the date of receipt. 4.3 pledged in Ordinance. Any amounts deposited to the System Fund shall be the priority set forth in Section 14 of the 5. Miscellaneous. 5.1 The Issuer has not been notified of any listing or proposed listing of the Issuer by the Internal Revenue Service as an issuer that may not certify its Certificates. 5.2 Any amount of income derived from the investment of money received upon the sale of the Certificates or from the investment of such investment income will either (i) be expended on the Projects, or (ii) if and when found not to be required for such expenditure, will be deposited in the Certificate Fund and expended to pay principal and interest on the Certificates, within three (3) years from the date hereof or within one (1) year of receipt, whichever is sooner. 5.3 The Issuer has, in addition to the moneys received from the sale of the Certificates, moneys that are invested in various funds which are pledged for various purposes. These other funds are not available to accomplish the purposes described in 1 above, except as described in Section 4 hereof. -3-64900 No Text - - 5.4 The principal amount of the Certificates, together with the investment income to be realized from the investment thereof based on current market rates (estimated to be $42,500), is not expected to be in excess of the most recent estimates of the amounts necessary to acquire, construct or equip, as the case may be, the Projects and paying costs of issuance of the Certificates. 5.5 No person or group of persons will have access to or use of or derive ariy special benefit (other than as members of the general public) from the facilities and improvements to be constructed with the proceeds of the Certificates, pursuant to any lease, management or payment contract or any other arrangement. 5. 6 No other obligations of the Issuer payable from the same source of funds as the Certificates and with a common plan of financing have been or will be issued within 31 days of the date hereof except for the "City of Lubbock, Texas, General Obligation Bonds, Series 1991" and the "City of Lubbock, Texas, Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991" (collectively, the "Additional Bonds"). 5.7 The yield on the Certificates, calculated on the basis that the present worth of all payments of principal and . interest to be paid on the Certificates and the Additional Bonds produces an amount equal to the "Issue Price" (as represented by the initial purchasers) of the Certificates and the Additional Bonds, is 6.58530 \. .~ 5. 8 In accordance with Section 29 of the Ordinance, unless the Certificates meet an exception described in section 148(f) of the Code, the City will pay Rebatable Arbitrage to the United States at the times and in the amounts as provided in Section 148 of the Code. It is anticipated that the Certificates and the Additional Bonds, taken together as one issue for federal income tax purposes, may meet the exception contained in section 148(f)(4)(C) of the Code relating to obligations the proceeds of which are used for construction expenditures and are spent within a twenty-four (24) month period. CITY OF LUBBOCK, TEXAS ~·~~~ A~stant City Manager f~ Financial Services (City: Seal) MAY 2 3 1991 DATED: ____________________________ _ -4-64900 c \' (. • ..> !'"' _, - SIGNATURE AND NO-LITIGATION CERTIFICATE .THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK § § § § § WE, the undersigned, officials of the City of Lubbock, Texas (the "Issuer"), do hereby certify as follows: (1) That this Certificate is executed and delivered with reference to the following described certificates of obligation: "CITY OF LUBBOCK, TEXAS COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991," dated May 15, 1991 (the "Certificate Date"), in the aggregate principal amount of $1,145,000 (the "Certificates"). (2) The Certificates have been duly and officially executed by the undersigned with their manual or facsimile signatures in the same manner appearing thereon, and the undersigned hereby adopt and ratify their respective signatures in the manner appeiring on each of the Certificates whether in manual or facsimile form, as the case may be, as their true, genuine, and official signatures. (3) That on the Certificate Date and on the date hereof, we were and are the duly qualified and acting officers indicated therein and authorized to execute the same. (4) The legally adopted proper and official corporate seal of the Issuer is impressed, imprinted, or lithographed on all of the Certificates and impressed on this certificate. (5) No litigation of any nature is now pending before any federal or state court, or administrative body, or to our knowledge threatened, seeking to restrain or enjoin the issuance or delivery of the Certificates or questioning the issuance or sale of the Certificates, the authority or action of the governing body of the Issuer relating to the issuance or sale of the Certificates, the levy of the tax or the assessment and collection thereof to pay the principal of and interest on the Certificates, the collection of the revenues of the City's Solid Waste Disposal System (the "System") or the imposition of rates and charges with respect to the System, pledged to pay .- - the principal of and interest on the Certificates, or that would otherwise adversely affect in a material manner the financial condition of the Issuer to pay the principal of and interest on the Certificates; and that neither the corporate existence or boundaries of the Issuer nor the right to hold office of any member of the governing body of the Issuer or any other elected or appointed official of the Issuer is being contested or otherwise questioned. (6) That no petition or other request has been filed with or presented to any official of the Issuer requesting any proceeding authorizing the issuance of the Certificates adopted by the governing body of the Issuer be submitted to a referendum or other election; no authority or proceeding for the issuance, sale, or delivery of the Certificates, passed and adopted by the governing body of the Issuer, has been amended, repealed, revoked, rescinded, or otherwise modified since the date of passage thereof, and all such proceedings and authority relating to the issuance and sale of the Certificates remain in full force and effect as of the date of this certificate. EXECUTED AND DELIVERED this 05/23/91 ~~~~~------------ (Issuer's Seal) SIGNATURE OFFICIAL TITLE Mayor, City of Lubbock, Texas City Secretary, City of Lubbock, Texas The signatures of the persons subscribed above are hereby cert1fied to be true and genuine. (Bank Seal) -2-64870 TEXAS COMMERCE BANK NATIONAL ASSOCIATION ::~bo~~ .... ~~ ~ .. - DAN MORALES ®ffice of tl)e ~ttornep ~eneral ~tate of t!l:txas May 15, 1991 f-J:ryRNEYGENERAL THIS IS TO CERTIFY that the City of Lubbock, Texas r (the "Issuer") has submitted to me City of Lubbock, Texas. Combination Tax and Solid Waste Disposal System Revenue certificate of Obligation. Series 1991 (the "Certificate") in the principal amount of $1,145, ooo for approval. The Certificate is dated May 15, 1991, numbered T-1 and was authorized by Ordinance No. 9437 of the Issuer passed on April 26, 1991 (the "Ordinance"). I have examined the law and such certified proceedinqs and other papers as I deem necessary to render this opinion. As to questions of fact material to my opinion, I have relied upon representations of the Issuer contained in the certified proceedinqs and other certifications of public officials furnished to me without undertakinq to verify the same by independent investiqation. I express no opinion relatinq to any Official Statement or other offerinq material relatinq to the Certificate. Based on my examination, I am of the opinion, as of the date hereof and under existinq law, as follows (capitalized terms, except as herein defined, have the meaninqs qiven to them in the Ordinance): (1) The Certificate has been issued in accordance with law and is a valid and bindinq obliqation of the Issuer. (2) The Certificate is payable from the proceeds of an annual ad valorem tax levied, within the limit prescribed by law, upon all taxable property in the Issuer, and is additionally payable from and secured by a lien on and pledqe of the Net Revenues of the Issuer's Solid Waste Disposal System, such lien and pledqe, however, beinq junior and subordinate to the lien on and pledqe of the Net Revenues of the System securinq the payment of Prior Lien Obliqations. Therefore, the Certificate is approved. No. 24929 Book No. 89 spc ~ _) Attorney Gene f Texas P.O. BOX 12548 AUSTIN, TEXAS 78711~2548 AN EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER No Text ' ,.... - ~-:= 73-118 ~ "::" (Re~t.1·9115) OFFICE OF COMPTROLLER OF THE STATE OF TEXAS l l I, John Sharp, Comptroller of Public Accounts of the State of Texas, do hereby certify that the attachment is a true and correct copy of the opinion of the Attorney General approving the City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificate of Obligation, Series 1991 numbered T -1 _____________________ of the denomination of $ 1 '145,000 dated __ M_ay_l_5 ______ , 19 _9_1 __ , as authorized by various issuer, interest -----percent, under and by authority of which said bonds were registered 15 May 91 in this office, on the -------day of , 19 ---· as the same 653 appears of record on page 92 ____ Bond Register of the Comptroller's Office, Vol. __ _ Register Number 53073 Given under my hand and seal of office, at Austin, Texas, the 15 day of May • 19 _::__. JOHN SHARP Comptroller of Public Accounts State of Texas ,. ,. - - THE STATE OF TEXAS COUNTY OF LUBBOCK RECEIPT FOR PAYMENT § § § On the date hereof the following described bonds: "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991", dated April 1, 1991, in the aggregate principal amount of $1,145,000 (the "Certificates") were delivered to the purchaser(s) thereof, namely: RAUSCHER PIERCE REFSNES, INC. following the receipt of immediately available funds from the purchaser(s) in settlement of the agreed purchase price for the Certificates as follows: PRINCIPAL AMOUNT-------------$1,145,000.00 ACCRUED INTEREST ------------$ /, 6 73· o/C/ TOTAL AMOUNT RECEIVED ON ' DELIVERY OF THE CERTIFICATES $ !1 I ef,, b 76"-c.fc./ Furthermore, the undersigned has on the date of this receipt transmitted to American State Bank, Lubbock, Texas, Attention: Selma Sedgwick (the depository bank of the issuer) the above amount of funds for credit to the issuer's account in accordance with the instructions received. 6 5 7 5 D DELIVERED, this ~0~5~/~23~/~9ul __________________ _ TEXAS COMMERCE ASSOCIATION ::bbA Title Avt' t-ro BANK NATIONAL No Text - ,..1 CERTIFICATE AS TO OFFICIAL STATEMENT THE STATE OF TEXAS § § § § § COUNTY OF LUBBOCK CITY OF LUBBOCK RE: $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991, dated May 15, 1991 WE, THE UNDERSIGNED, Mayor and City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY that to the best of our knowledge and belief: (a) The descriptions and statements of or pertaining to the City contained in its Official Statement, and any addenda, supplement or amendment thereto, prepared in connect ion with the issuance and sale of the above referenced Certificates, on the date of such Official Statement, on the date of sale of said Certificates and the acceptance of the best bid therefor, and on the date of the delivery, were and are true and correct in all material respects; (b) Insofar as the City and its affairs, including its financial affairs, are concerned, such Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (c) Insofar as the descriptions and statements, including financial data, of or pertaining to entities, other than the City, and their activities contained in such Official Statement are concerned, such statements and data have been obtained from sources which the City believes to be reliable ·and the City has no reason to believe that they are untrue in any material respect; and ·' (d) There has been no material adverse change in the financial condition of the City since the date of the last audited financial statements of the City. TO CERTIFY WHICH, witness my hands and the sea 1 of the City, this ~o~s~/u2•3~/~9•1------------------~------- CITY OF LUBBOCK, TEXAS .tG!ayor ,-.. , (City_ Seal) ... - ,..., -2- 64880 .. FULBRIGHT & JAWORSKI TELEPHONE: 214/855·8000 FACSIMILE: 214/SSS-8200 Ms. Ranette Boyd City Secretary City of Lubbock, Texas 1625 13th Street Lubbock, Texas 79401 2200 Ross AVENUE SUITE 2800 E?ALLAS, TEXAS 75201 June 5, 1991 HOUSTON WASHINGTON, D.C. AUSTIN SAN ANTONIO DALLAS NEW YORK LOS ANGELES LONDON ZURICH HONG KONG RE: $16, 120,000 City of Lubbock, Texas, Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991; $2,000,000 City of Lubbock, Texas, General Obligation Bonds, Series 1991; $4,030,000 City of Lubbock, Texas, Combination Exhibition Hall/Auditorium (Limited Pledge) Certificates of Obligation, Series 1991; Tax and Revenue $7,500,000 City of Lubbock, Texas, Electric Light and Power System Revenue Bonds, Series 1991; $1,145,000 City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991; $1,085,000 City of Lubbock, Texas, Public Property Finance Contractual Obligations Taxable Series 1991 Dear Ranette: Enclosed please find the transcripts of proceedings with respect to the captioned financings. Please call if you have any questions. Very truly yours, 4~ Mark s. Westergard --'-MSW: lc Enclosures 0001[-75 No Text ,.. CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK § § § § § I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That on the 25th day of Apri 1, 1991, the City Council of the City of Lubbock, Texas, convened in regular session at its regular meeting place in the City Hall of said City; the duly constituted members of the Council being as follows: B~ C. MCMINN MAYOR T. J. PATTERSON BILL MALOY GARY D. PHILLIPS JOAN BAKER MAGGIE TREJO M.J. ADERTON all of said persons were present at following: A/DAle business considered at said meeting, entitled: ORDINANCE NO. qc/3? MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER said meeting, except the Among other the attached ordinance AN ORDINANCE authorizing the .issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991"; levying an ad valorem tax upon all taxable property in the City and pledging the Net Revenues of the City's Solid Waste Disposal System for the payment of said Certificates; prescribing the terms and details of such Certificates and resolving other matters incident and related to the issuance, sale, security, payment and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; and providing an effective date. .-. 'I was introduced and submitted to the Counci 1 for passage and adoption. After presentation and due con~ideration of the ordinance, and upon a motion made by ~1L& /11/Jt.oY and seconded by GutJef ;:J;,u,Pf the ordinance was duly passed and adopted by the Council on first reading by the following vote: 1 voted "For" c voted "Against" _.;;..___ 0 abstained all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached ordinance is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, advance notice of the time, place and purpose of the meeting was given to each member of the Council; and that said meeting, including the subject of the entitled ordinance, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V.A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the .:u~ day of April, 1991. ~-£3~ &mretary City of Lubbock, Texas (City S~al) --r -- -2- 64830 No Text \ CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS § § § § § COUNTY OF LUBBOCK CITY OF LUBBOCK I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That on the 26th day of April, 1991, the City Council of the City of Lubbock, Texas, convened in Special session at its regular meeting place in the City Hall of said City; the duly constituted members of the Counci 1 being as follows: B. C. MCMINN T. J. PATTERSON BILL MALOY GARY D. PHILLIPS JOAN BAKER MAGGIE TREJO M.J. ADERTON MAYOR MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER all of said persons were present at said meeting, except the following: 121.J. A!)E"tf~,..J . Among other business considered at said meeting, entitled: the attached ordinance ORDINANCE NO. 9y3'? AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991"; levying an ad valorem tax upon all taxable property in the City and pledging the Net Revenues of the City's Solid Waste Disposal System for the payment of said Certificates; prescribing the terms and details of such Certificates and resolving other matters incident and related to the issuance, sale, security, payment and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; and providing an effective date. was introduced and submitted to the Counci 1 for passage adoption. After presentation and due con~ideration of ordinance, and upon a motion made by l$,u. /YJAt..tJf/ seconded by A'JA&;Gtc 7/frJa the ordinance was duly passed -------------------------------------------------------- and the and and . . I • ) r -·'\ adopted by the Council on second and final reading to be effective immediately by the following vote: (, voted "For" C) voted "Against" (J abstained all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached ordinance is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, advance notice of the time, place and purpose of the meeting was given to each member of the Council; and that said meeting, including the subject of the entitled ordinance, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V.A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the e< ')4.. day of April, 1991. ----~ ............... ~ - (City Seal) ... :.. .... ~ ........ __ .. -.. - -2- ., '. ~ ! ' GENERAL CERTIFICATE THE STATE OF TEXAS § § COUNTY OF LUBBOCK § § CITY OF LUBBOCK § WE, the undersigned, Mayor and City Secretary, respectively, of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. Relative to Tax-Supported Indebtedness. That the total principal amount of indebtedness of the City, including the proposed $2,000,000 "City of Lubbock, Texas, General Obligation Bonds, Series 1991," dated May 15, 1991; $16,120,000 "City of Lubbock, Texas, Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991," dated May 15, 1991; $1,145, 000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991," dated May 15, 1991; $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991," dated May 15, 1991; and $1,085,000 "City of Lubbock, Texas, Public Property Finance Contractual Obligations, Taxable Series 1991," dated May 15, 1991, payable from ad valorem taxes levied and collected by the City is as follows: OUTSTANDING INDEBTEDNESS -----------------------------$71,403,752 SERIES 1991 BONDS ------------------------------------$ 2,000,000 SERIES 1991 WATERWORKS CERTIFICATES ------------------$16,120,000 SERIES 1991 SOLID WASTE CERTIFICATES -----------------$ 1,145,000 SERIES 1991 EXHIBITION/BALL AUDITORIUM CERTIFICATES --$ 4,030,000 SERIES 1991 CONTRACTUAL OBLIGATIONS ------------------$ 1,085,000 TOTAL INDEBTEDNESS -------------------------------$95,783,752 2. Relative to Debt Service Requirements. That a debt service requirement schedule for the City's above-described outstanding indebtedness as well as the proposed $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991," dated May 15, 1991, is attached hereto as Exhibit A and made a part of this certificate for all purposes. No Text 3. Relative to City Officials. That certain duly qualified and acting officers of said City are as follows: B.C. McMINN RANETTE BOYD LARRY J. CUNNINGHAM J. ROBERT MASSENGALE MAYOR CITY SECRETARY CITY MANAGER ASSISTANT CITY MANAGER FOR FINANCIAL SERVICES - CITY TREASURER 4. Relative to Incorporation. That said City is incorporated under the General Laws of the State of Texas, and is operating under the Home Rule Amendment to the Texas Constitution, Section 5, Article XI, as amended in 1912; the City Charter was originally adopted at an election held on December 27, 1917, and said Charter has not been amended or revised in any respect since May 7, 1988, the date of the last Charter Amendment Election. 5. Relative to Taxable Values. That the assessed value of all taxable property (net of exemptions) in the City, as shown by the tax rolls for the year 1990, and which have been duly approved and are the latest official assessment of taxable property in the City is as follows: TOTAL ASSESSED TAXABLE VALUES OF REAL AND PERSONAL PROPERTY-----------$4,725,708,214 6. Relative to Nonencumbrance. Save and except for the pledge of the income and revenues of the City's Solid Waste Disposal System to the payment of principal and interest to become due with respect to the proposed City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991, dated May 15, 1991, said income and revenues of said System have not been pledged or hypothecated in any other manner or for any other purpose; and the above obligations and contracts evidence the only liens, encumbrances or indebtedness of said System or against the income and revenues of such System. -2- 64890 No Text 7. Relative to Income and Revenues. The following is a schedule of the gross receipts,. operating expenses and net revenues of the City's Solid Waste Disposal System for the years stated: Fiscal Year Gross Operating Net Ending 9-30 Receipts Expenses Revenues 1986 $5,191,766 $4,381,182 $ 810,584 1987 5,103,246 4,450,446 652,800 1988 5,358,866 4,400,138 958,728 1989 5,264,201 4,440,521 823,680 1990 5,788,191 4,340,042 1,448,149 8. Relative to Utility ProEerties. The solid waste disposal properties owned, operated and maintained by the City currently provides services to ·approximately 51,568 residential and 1,322 commercial inhabitants of the City. As of the date hereof, no question is pending and no proceedings of any nature have been instituted in any manner questioning the City's right and title to its utility properties or its authority to operate the same. 9. Relative to Rates and Charges. The current monthly rates and charges for services provided by the City's Solid Waste Disposal System are as follows: Residential (Twice Weekly Service) The rate is scheduled to increase in so¢ increments every six months until April 1992, when it will be $9.00 per month: 64890 Monthly Rate $7.50 8.00 8.50 9.00 -3- Effective Date October 1, 1990 April 1, 1991 October 1, 1991 April 1, 1992 No Text :;, 2 yard 3 yard 4 yard 6 yard Commercial (Effective October 1, 1985) container with twice a week service $24.00 container with twice a week service $36.00 container with twice a week service $48.00 container with twice a week service $72.00 per month. per month. per month. per month. 8 yard container with twice a week service $96.00 per month. Extra Pickups for Commercial $1.50 per yard per pickup. Landfill Fees Present Rates Previous Rates Effective Effective Size of Vehicle October 1, 1991 October 1, 1990 Pickup, small trailers (1/2 ton or less) $ 4.25 $ 4.00 Bobtail trucks, pickups over 1/2 ton 12.75 12.00 Semi trailers 21.75 20.00 Container trucks and packer trucks: 20 cubic yards 42.50 40.00 24 cubic yards 51.00 48.00 28 cubic yards 59.50 56.00 30 cubic yards 63.75 60.00 32 cubic yards 68.00 64.00 40 cubic yards 85.00 80.00 The City may, at its option, supersede the above schedule with a charge per ton of waste of $8.00, effective October, 1990, or $8.50, effective October 1, 1991. 10. Relative to No Petition. That no petition of any kind or character has been filed with the Mayor, City Secretary or any other official of the City protesting the issuance of , the proposed "City of Lubbock, Texas Combination Tax and Soli'd Waste Disposal System Revenue Certificates of Obligation, Series 1991". 11. Relative to Interest Earnings. That interest earnings on proceeds from the sale of $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991" will be deposited to the Certificate Fund established by the ordinance authorizing the issuance of the -4- 64890 No Text obligations, save and except during the time of construction of improvements and extensions being financed by such obligations, such interest earnings, upon approval of the governing body of the City, will be used for the construction of improvements and extensions for which such obligations are being issued. WITNESS OUR HANDS AND THE SEAL OF THE CITY OF LUBBOCK, TEXAS, this the .P-~'/.-1-. day of /9PR!L , 1991. Texas (City ~_Seal) -5-64890 No Text C I TY OF LUBBOCK, TEXAS <C t--co -FISC.lL :I: ::>< YW HEW ISSUES LW EHDIBG OO!SmDDIG DFM <X>JIBlHED UQOIIEIEftS GWD roTAL (l)JIBIJED iEQOilEJIFJft'S 9-30 PiDICIPAL IftDEST ro'l'AL PiDJCIPAL mm.sr rorAL Pmc.tPAL Ill'WS! rorAL 1991 $7,6a5,000 $5,519,770 $13,204,770 $7,6a5,000 $5,519,770 $13,204,770 1992 7,400,000 4,947,384 12,347,384 1,275,000 2,187,075 3,462,075 8,675,000 7,134,459 15,809,459 1993 6,910,000 4,402,888 11,312,888 1,275,000 1,627,766 2,902,766 8,185,000 6,030,654 14,215,654 1994 6,645,000 3,882,851 10,527,851 1,275,000 1,516,952 2,791,952 7,920,000 5,399,803 13,319,803 1995 6,180,000 3,385,478 9,565,478 1,275,000 1,407,218 2,6a2,288 7,455,000 4,792,766 12,247,766 1996 6,280,000 2,897,366 9,177,366 1,275,000 1,298,717 2,573,717 7,555,000 4,196,083 11,751,083 1997 6,089,434 2,567,266 8,656,700 1,275,000 1,190,230 2,465,230 7,364,434 3,757,496 U,Ul,930 1998 6,090,076 2,110,591 8,200,667 1,275,000 1,081,828 2,356,828 7,365,076 3,192,419 10,557,495 1999 5,976,493 1,652,184 7,628,677 1,275,000 973,281 2,248,281 7,251,493 2,625,465 9,876,958 2000 3,514,986 3,258,861 6,773,847 1,275,000 865,528 2,140,528 4,789,986 4,124,389 8,914,375 2001 3,144,442 2,593,737 5,738,178 1,270,000 771,743 2,041,743 4,414,442 3,365,480 7,779,921 2002 2,848,639 1,724,224 4,572,863 1,160,000 693,560 1,853,560 4,008,639 2,417,784 6,426,423 2003 2,684,6a2 1,083,971 3,768,653 1,160,000 617,338 1,m,338 3,844,6a2 1,701,309 5,545,990 2004 1,545,000 464,163 2,009,163 1,160,000 540,563 1,700,563 2,705,000 1,004,726 3,709,726 2005 1,545,000 356,700 1,901,700 1,160,000 463,788 1,623,788 2,705,000 820,488 3,525,488 2006 1,545,000 251,162 1,796,162 1,165,000 388,238 1,553,238 2,710,000 639,400 3,349,400 2007 1,545,000 145,450 1,690,450 1,165,000 313,878 1,478,878· 2,710,000 459,328 3,169,328 2008 895,000 63,225 958,225 1,170,000 241,353 1,411,353 2,065,000 304,578 2,369,578 2009 565,000 16,950 581,950 1,165,000 171,6a8 1,336,688 1,730,000 188,638 1,918,638 2010 1,165,000 103,012 1,268,012 1,165,000 103,012 1,26a,012 2011 1,165,000 34,338 1,199,338 1,165,000 34,338 1,199,338 $79,088,752 $41,324,221 $120,412,972 $24,380,000 $16,488,161 $40,861,161 $103,46a,752 $57,812,382 $161,281,134 No Text CITY OF LUBBOCK, TEXAS DIVISION OF GENERAL OBLIGATION DEBT LESS: LESS: LESS: LESS: WATERI«>US SEWEI SYSTEM OOLF <XXJRSE SOLID WASTE GENERAL FISCAL SYSTEM SYSTEM SYSTE! DISPOSAL SYSTEK PURPOSE lEAl G!HERAL GEHERAL GEHEJW, GEJIERAL GEHERAL ENDIIG COMBIIED OBLIGATIO! OBLIGATIO! OBLIGATIO! OBLIGATION OBLIGAfiOH 9-30 lEQOIREHEHTS REQUIREHEHTS IEQOIIOOHTS lEQOIIEKEHTS lEQOIIEHEHTS IEQOIREKEII'l'S 1991 $13,204,770 $4,309,742 2,221,415 $17,167 $6,536,446 1992 15,309,459 6,235,314 2,128,357 84,013 204,928 7,156,842 1993 14,215,654 5,471,509 2,022,397 85,642 177,075 6,459,030 1994 13,319,803 5,092,255 1,977,186 82,043 168,105 6,000,214 1995 12,247,766 4,673,211 1,837,489 83,213 160,285 5,493,563 1996 11,751,083 4,449,522 1,836,264 84,224 153,553 5,227,516 1997 11,121,930 4,199,102 1,761,328 85,302 146,715 4,928,983 1998 10,557,495 3,980,574 1,690,010 81,425 139,758 4,665,728 1999 9,876,958 3,716,002 1,600,608 82,400 132,656 4,345,292 2000 8,914,375 3,342,359 1,469,966 83,025 125,469 3,893,556 2001 7,779,921 3,037,573 1,022,392 83,300 113,438 3,523,218 2002 6,426,423 2,562,599 846,406 83,225 2,934,193 2003 5,545,991 2,224,496 722,311 82,800 2,516,384 2004 3,709,726 1,639,570 624,930 1,445,226 2005 3,525,488 1,561,747 589,248 1,374,493 2006 3,349,400 1,486,568 553,442 1,309,390 2007 3,169,328 1,412,395 517,461 1,239,472 2008 2,369,578 1,118,638 138,156 1,112,785 2009 1,918,638 1,029,524 111,958 m,156 2010 1,268,012 879,863 388,150 2011 1,199,338 833,288 366,050 $161,281,133 $63,255,848 $23,671,824 $1,087,789 $1,521,985 $71,743,687 EXHIBIT A I No Text REQUIREMENTS OF SERIES 1991 < NEW ISSUES t-<DIBIIUIOI TAl AIID C6 -GIBlWIOI W A11D 111!D1mXS EIIW'IIOI IWL/ AUDU'OIIUI <XIIBWTIQI TAl AID SQLUI :t: nscu. SJSTEII S1lllOiD.WU LIEII IMJOE (LW!m PLEW) IIVDIDE laSTED~ SJmiiMIUI PllBLIC P11Hm fWICI >< LU JW mEW. ca.IQ.TIIII DDS cmiliCUES 01 ca.IGlTIOI CIITIFICUES or w.IWIIII CDfiflCUES or aY.IQfiQI CDimC1'IW. aiLIQfiaiS !IIDIJC ImiEST IITWST IJrWST mwsr mmsr OJD1IIIl) ~30 PmCIP.lL WE ImiES! PmCIP.lL W! II!'Eim PiiJCIP.lL 1m IIITDlSt PIIJICIP.lL WE ImUS1' PWCIP.lL WE IJrWS'f ~ 1991 1992 100,000 I. 1St 179,117 IOS,OOO I. 1St 1,07,159 200,000 1.m 360,ll5 U5,000 7.104 19,92' ss,ooo 119,976 3,462,075 1993 100,000 1.75\ ll3,72S aos,ooo 1.75l 1,072,106 200,000 1.75\ 261,1SO 115,000 ?.lOt 62,075 55,000 90,309 2,902,766 1m 100,000 1.75\ • 124,975 IOS,OOO a.75t 1,002,369 200,000 1.75t 251,3SO 115,000 7.10\ 53,105 ss,ooo 15,153 2,791,952 1t95 100,000 I. 1St 116,225 aos,ooo I. 1St 931,931 200,000 1.75t m,aso 115,000 5.10t 45,215 55,000 79,997 2,612,2'1 1996 100,000 I. 1St 107,475 aos,ooo 1.75\ 161,4M 200,000 1.75\ 216,350 115,000 5.90\ 31,551 55,000 9.3750\ 74,Nl 2,573,717 1997 100,000 I. 1St 9&,725 IOS,OOO 1.75\ 791,056 200,000 1.75\ 191,150 U5,000 6.00t 31,715 ss,ooo 6t,IU 2,4&5,230 1991 100,000 l.m 19,975 aos,ooo 1.75\ 7l0,619 200,000 a.m 111,350 U5,000 '-lOt 24,751 55,000 65,126 2,356,121 1999 100,000 1.75t 11,225 aos,ooo a.m 650,111 200,000 a.m 163,150 115,000 6.2St 17,656 55,000 60,369 2,241,211 2000 100,000 1.70& 72,500 aos,ooo 1.60l 510,341 200,000 a.50t 146,600 U5,000 6.2St 10,469 55,000 55,6ll 2,140,52' 2001 100,000 6.25t 65,025 aos,ooo 6.25t 520,576 200,000 6.25t 131,150 110,000 6.25t 3,01 55,000 1.6500l 50,154 2,0U,70 2002 100,000 6.40\ 51,700 aos,ooo 6.40\ 469,660 200,000 6.40t ll9,200 55,000 46,000 1,153,560 2003 100,000 6.50l 52,250 IOS,OOO 6.50t 417,731 200,000 6.50t 106,300 55,000 41,050 1,717,331 2004 100,000 6.50\ 45,750 aos,ooo 6.50\ 365,413 200,000 6.50\ 93,300 ss,ooo 36,100 1,700,563 200S 100,000 6.50\ 39,250 IOS,OOO 6.50\ 313,011 200,000 6.50\ 10,300 55,000 31,150 l,Q3,711 2006 100,000 6.25\ 32,175 IOS,OOO 6.25\ 261,769 205,000 6.25l 67,3M 55,000 t.OOOOl 26,200 1,553.23' 2fm 100,000 6.25\ 26,625 aos,ooo 6.25\ 2ll,456 ~.ooo 6.25t 54,511 55,000 21,216 1,471,171 2001 100,000 6.25t .20,375 810,000 5.75t 163,013 ~.ooo 6.25\ 41,769 ss,ooo 16,197 l,W,353 2009 100,000 5.7Sl 14,375 110,000 5.75\ 116,01 ~.ooo 5.75t 29,469 50,000 11,406 1,336,611 2010 100,000 5.75t 1,625 110,000 5.75t 69,843 ~.ooo 5.7Sl 17,611 50,000 6,M4 1,261,012 20ll 100,000 5.75t 21175 no,ooo 5.75\ 231211 ~1000 5.75t 51194 50,000 9.1250\ 2,211 1,1't_331 $2,000,000 $1,370,737 $16,1.20,000 $10,910,962 $4,030,000 $2,761,913 $1,145,000 $376,HS $1,0&5,000 $990,561 $40,161,161 All rates establls~d at sale of obligations. No Text I . ; ORDINANCE NO. AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991"; levying an ad valorem ·~ tax upon all taxable property in the City and pledging the Net Revenues of the City's Solid Waste Disposal System for the payment of said Certificates; prescribing the terms and details of such Certificates and resolving other matters incident and related to the issuance, sale, security, payment and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certificates of obligation in the maximum principal amount of $1,145,000 for the purpose of paying contractual obligations to be incurred for (i) the acquisition of a landfill site and the purchase of equipment therefor and (ii) professional services rendered in connection therewith, has been duly published in the Lubbock Ava lanche-Journa 1, a newspaper hereby found and determined to be of general circulation in the City of Lubbock, Texas, on March 24, 1991 and March 31, 1991, the date of the first publication of such notice being not less than fifteen (15) days prior to the tentative date stated therein for the passage of the ordinance authorizing the issuance of such certificates; and WHEREAS, no petition, protesting the issuance of such certificates and bearing valid petition signatures of at least 5% of the qualified voters of the City, has been filed with the City Secretary, any member of the Council or any other official of the City on or prior to the date of the passage of this ordinance; and WHEREAS, the Council hereby finds ·and determines that all of the certificates of obligation described in such notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE 'CITY OF LUBBOCK: SECTION 1: Authorization-Designation-Principal Amount- Purpose. Certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $1,145,000 to be designated and bear the title "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL .. SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991" (the "Certificates"), for the purpose of paying contractual obligations to be incurred for (i) the acquisition of a landfill site and the purchase of equipment therefor and (ii) professional services rendered in connection therewith, pursuant to authority conferred by and in conformity with the Constitution and laws of the State of Texas, including V.T.C.A., Local Government Code, Subchapter C of Chapter 271. SECTION 2: Fully Registered Obligations -Authorized Denominations-Stated Maturities-Date. The Certificates are issuable in fully registered form only; shall be dated May 15, 1991 (the "Certificate Date") and shall be in denominations of $5,000 or any integral multiple thereof and the Certificates shall become due and payable on February 15 in each of the years and in principal amo.unts (the "Stated Maturities") and bear interest at the per annum rate(s) in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate 1992 $115,000 %. 1993 115,000 % 1994 115,000 % 1995 115,000 % 1996 115,000 % 1997 115,000 % 1998 115,000 % 1999 115,000 % 2000 115,000 % 2001 110,000 % Interest on the Certificates shall ·accrue from the Certificate Date at the per annum rate(s) shown above in this Section, and such interest shall be calculated on the basis of a 360-day year of twelve 30-day months. Interest on the Certificates shall be payable on February 15 and August 15 in each year, commencing February 15, 1992. SECTION 3: Terms of Payment-Paying Agent/Registrar. The principa 1 of, premium, if any, and the interest on the Certificates, due and . payable by reason of · maturity or otherwise, shall be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders") appearing on the registration and transfer books (the "Security Register") maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. -2-64000 • • The selectiotf" arid ;;}:J~~pbfritfu~r{f ··: ·oi · Texas Commerce Bank National Association, Lubbock, Texas to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed and the City agrees and covenants to be kept and maintained at the principal office of the Paying Agent/Registrar books and records for the registration, payment and transfer of the Certificates (the MSecurity Register"), all as provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement" substantially in the form attached hereto as Exhibit A and such reasonable rules and regulations as the Paying Agent/Registrar and City may 'prescribe; and the Mayor and City Secretary are authorized to execute and deliver such Agreement in connection with the delivery of the Certificates. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Certificates are paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified and authorized to serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon .any change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of and premium, if any, on the Certificates shall be payable at the Stated Maturities only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its principal office. Interest on the Certificates shall be paid by the Paying Agent/Registrar to the Holders whose name appears in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and payment of such interest sha 11 be ( i) by check sent United States Mail, first class postage prepaid, to the address of the Holder recorded in the Security Register or · (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are 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. -3-6400D In the event of a nonpayment of interest on a scheduled payment date, and for thirty (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 (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business next preceding the date of mailing of such notice. SECTION 4: Redemption. The Ce~tificates are not optional for redemption prior to maturity. SECTION 5: .. Registration Transfer -Exchange of Certificates-Predecessor Certificates. A Security Register relating to the registration, ·payment, and transfer or exchange of the Certificates shall at all times be kept and maintained by the City at the principal office of the Paying Agent/Registrar, as provided herein and in accordance with the provisions of an agreement with the Paying Agent/Registrar and such rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. · Upon surrender of any Certificate for transfer at the principal office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or . transferees, one or more new Certificates of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates -4-64000 '· surrendered for eid1:img~, upon surr~~J~;r of the Certificates to be exchanged at the principal office of the Paying Agent/ Registrar. Whenever any Certificates are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Certificates to the Holder requesting the exchange. All Certificates issued in any transfer or exchange of Certificates shall be delivered to the Holders at the principal office of the Paying Agent/Registrar or sent by United States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered in such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates cancelled by reason · of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 28 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 6: Book-Entry Only Transfers and Transactions. Notwithstanding the prov1s1ons contained in Sections 3 and 5 hereof relating to the payment, and transfer/exchange of the Certificates~ the City hereby approves and authorizes the use of "Book-Entry Only" securities clearance, settlement ~nd transfer sy~tem provided by The Depository Trust Company (DTC), a limited purpose trust company organized under the laws of the State of New York, in accordance with the requirements and procedures identified in the Letter of Representation, by and between the City, the Paying Agent/Registrar and DTC (the "Depository Agreement") relating to the Certificates. -5-64000 Pursuant to the Depository Agreement and the rules. of DTC, the Certificates shall be deposited with DTC who shall hold said Certificates for its participants (the "DTC Participants"). While the Certificates are held by DTC under the Depository Agreement, the Holder of the Certificates on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Certificate (the "Beneficial Owners") being recorded in the records of DTC and DTC Participants. In the event DTC determines to discontinue serving as securities depository for the Certificates or otherwise ceases to provide book-entry clearance and settlement of securities transactions in general or the City determines that DTC is incapable of properly discharging its duties as securities depository for the Certificates, the City covenants and agrees with the Holders of the Certificates to cause Certificates to be printed in definitive form and provide for the Certificates to be issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Certificates in definitive form shall be assigned, transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of such Certificates shall be made in accordance with the provisions of Sections 3 and 5 hereof. SECTION 7: Execution -Registration. The Certificates shall be executed on behalf of the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City Secretary. The signature of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures. of individuals who are or were the proper officers of the City on the Certificate Date shall be deemed to be duly executed on behalf of the City, notwithstanding that one or more of the individuals executing the same shall cease to be such officer at the time of delivery of the Certificates to the initial purchaser(s) and with respect to Certificates delivered in subsequent exchanges and transfers, all as authorized and provided in the Bond Procedures Act of 1981, as amended. No Certificate shall be entitled to any right or benefit under this Ordinancej or be valid or obl1gatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 9C, manually executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a . certificate of registration substantially in the form provided in Section 90, manually executed by an authorized officer, employee or representative of the Paying -6-,4000 ... ~}, .. ~ .. :\.·.:· ·.-:~--~ .. :\L>~-:·_,___ . Agent/Registrar, a'nd either such certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified, registered and delivered. SECTION 8: Initial Certificate(s). The Certificates herein authorized shall be initially issued either (i) as a single fully registered certificate in the total principal amount of $1,145,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1, or (ii) as ten (10) fully registered certificates, being one certificate for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the "Initial Certificate(s)") and, in either case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Certificate(s) shall be the ·Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Certificate(s), the Paying 1 Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificate(s) delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the · addresses identified therefor; all pursuant to and in accordance with such _written instructions from the initial purchaser ( s), or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. A. Forms Generally. The Certificates, the Registration Certificate · of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are pe·rmitted ot required by this Ordinance and 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 insurance legends in the event the Certificates, or any maturities thereof, are purchased with insurance and any reproduction of an opinion of counsel) -7- thereon as may, consistently herewith, be established by the City or determined by the officers executing such Certificates as evidenced by their execution. Any portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the certificate. The definitive Certificates shall be printed, lithographed, or engraved or produced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution, but the Initial Certificate(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. The City may provide (i) for issuance of one fully registered Certificate for each Stated Maturity in the aggregate principal amount of each Stated Maturity and (ii) for registration of such Certificates in the name of a securities depository, or the nominee thereof. The Letter of Representations by and among the City, the Paying Agent/Registrar, and the initial securities depository (Depository Trust Company) a form of which is attached hereto as Exhibit B, is approved and may be executed by the Mayor and City Secretary on behalf of the City. The execution of a Letter of Representations may occur either before or after delivery of the Certificates to the initial purchasers but shall not affect the City's obligation to pay the registered owners the principal of and interest on the Certificates as the same become due. While any Certificate is registered in the name of a securities depository or its nominee, references herein and in the Certificates to the holder or owner of such Certificate shall mean the securities depository or its nominee and shall not mean any other person. B. Form of Certificates. REGISTERED REGISTERED NO. $ ______ __ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATE OF OBLIGATION SERIES 1991 Certificate Date: Interest Rate: Stated Maturity: CUSIP NO: May 15, 1991 \ Registered Owner: Principal Amount: DOLLARS -8- 6.COOD ...... ····' The City of Lubbock (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Lubbock, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, the Principal Amount stated above, without right of redemption prior to maturity, on the Stated Maturity date specified above and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid Principal Amount hereof from the Certificate Date at the per annum rate of interest specified above; such interest being payable on February 15 and August 15 of each year, commencing February 15, 1992. Principal of this Certificate is payable at its Stated Maturity to the registered owner hereof, upon presentation and surrender, at the principal office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date and interest shall be paid by the Paying Agent/Registrar by check sent United' States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register on the Record Date or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are 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. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This Certificate is one of the series specified in its title issued in the aggregate principal amount of $1,145,000 (herein referred to as the "Certificates") for the purpose of paying contractual obligations to be incurred for (i) the acquisition of a landfill site and the purchase of equipment therefor and (ii) professional services rendered in connection -9-,4000 therewith, under and in strict conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A., Local Government Code, Subchapter C of Chapter 271, and pursuant to an Ordinance adopted by the governing body of the City (herein referred to as the "Ordinance"). The Certificates are payable from the proceeds of an ad valorem tax levied, within the 1 imitations prescribed by law, upon all taxable property in the City and are additionally payable from and secured by a lien on and pledge of the Net Revenues (as defined in the Ordinance) of the City's Solid Waste Disposal System (the "System"), such lien and pledge, however, being junior and subordinate to the lien on and pledge of the Net Revenues of the System securing the payment of "Prior Lien Obligations" (as defined in the Ordinance) hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations while the Certificates are outstanding without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the principal office of the Paying Agent/Registrar, and to all the provisions of which the Holder hereof by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Certificates; the properties constituting the System; the Net Revenues pledged to the payment of the principal of and interest on the Certificates; the nature and extent and manner of enforcement of the pledge; the terms and conditions relating to the transfer of this Certificate; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders of the Certificates; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the liens, pledges, charges and covenants made therein may be discharged at or prior to the maturity of this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon . its presentation and surrender at the principal office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar -10- 64000 duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more fully registered Certificates of authorized denominations and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, may treat the registered owner hereof whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled to payment of principal hereof at its Stated Maturity and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty ( 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 (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mai 1, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and covenanted that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principa 1 of and interest on the Certificates by the levy of a tax and a pledge of the Net Revenues of the System as aforestated. In case any provision in this Certificate or any application thereof shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications sha 11 not in any way be affected or impaired thereby. The -11- terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly executed under the official seal of the City as of the Certificate Date. CITY OF LUBBOCK, TEXAS COUNTERSIGNED: Mayor City Secretary (SEAL) c. * Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS THE STATE OF TEXAS § § § § REGISTER NO. I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts (SEAL) of the State of Texas *NOTE TO PRINTER: Do not print on definitive Certificates -12- '4000 I D. Form of Certificate ofl Paying Agent/Registrar to Appear on Certificates (other than a single fully registered Initial Certificate). REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued and registered under the provisions of the within-mentioned Ordinance; the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registration Date: E. Form of Assignment. TEXAS COMMERCE BANK NATIONAL ASSOCIATION Lubbock, Texas as Paying Agent/Registrar By Authorized Signature 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 Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ....... · .............................................. . attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: . . . . . . . . . . . . . . . . . . . .............................. . Signature guaranteed: ........................ 64000 NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. -13- F. The Initial Certificate(s) shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the certificate the headings "Interest Rate " and "Stated Maturity " shall both be omitted; (ii) paragraph one shall read as follows: Registered Owner: Principal Amount: Dollars The City of Lubbock (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Lubbock, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, the Principal Amount hereinabove stated, without right of redemption prior to maturity, on February 15 in each of the years and in principal installments in accordance with the following schedule: YEAR PRINCIPAL INSTALLMENTS (Information to be inserted from schedule in Section 2 hereof). INTEREST RATE and to pay interest on the .unpaid Principal Amount hereof from the Certificate Date at the per annum r~tes of interest specified above . computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 of each year, commencing ·February 15, 1992. Principal installments of this Certificate are payable at its Stated Maturity to the registered · owner hereof, upon its presentation and surrender at the principal office of Texas Commerce Bank National Association, Lubbock, Texas (the "Paying Agent/Registrar"). Iriterest is payable to the registered owner of this Certificate whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date hereof and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying -14- 64000 ,. ; · .. ,.~--. Agent/ Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are 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. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: Definitions. That for purposes of this Ordinance and for clarity with respect to the issuance of the Certificates, and the levy of taxes and appropriation of Net Revenues therefor, the following words or terms, whenever the same appear herein without qualifying language, are defined to mean as follows: {a) The term "Additional Certificates" shall mean combination tax and revenue certificates of obligation hereafter issued under and pursuant to the provisions of V.T.C.A., Local Government Code, Subchapter C of Chapter 271, or similar law hereafter enacted and payable from ad valorem taxes and additionally payable from and secured by a parity lien on and pledge of the Net Revenues of the System of equal rank and dignity with the lien and pledge securing the payment of the Certificates; {b) The term "Certificates" shall mean $1,145,000 "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991" authorized by this Ordinance. {c) The term "Certificate Fund" shall mean the special Fund created ·and established under the provisions of Section 11 of this Ordinance. (d) The term "Collection Date" shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date annual ad valorem taxes levied each year by the City become delinquent. -15- 64000 6.COOD (e) The term "Fiscal Year" shall mean the annual financial accounting period used with respect to the operations of the System now ending on September 30th of each year; provided, however, the City Council may change, by ordinance duly passed, such annua 1 financial accounting period to end on another date if such change is found and determined to be necessary for budgetary or other fiscal purposes. (f) The term "Government Securities" shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and the United States Treasury obligations such as its State and Local Government Series in book-entry form. (g) The term "Gross Revenues" shall mean all income, receipts and revenues of every nature derived or received from the operation and ownership (excluding gifts and grant moneys, federal or state) of the System, including earnings and income derived from the investment or deposit of moneys in any special funds or accounts created and established for the payment and security of the Prior Lien Obligations and other obligations payable in whole or in part from and secured by . a lien on and pledge of the Net Revenues. (h) The term "Net Revenues" shall mean the Gross Revenues of the System, with respect to any period, after deducting the System's Operating and Maintenance Expenses during such period. (i} The term "Operating and Maintenance Expenses" shall mean all reasonable and necessary expenses directly related ~nd attributable to the operation and rna intenance of the System, including, but not limited to, th~ cost of insurance, ·the purchase and carrying of stores, materials, and SUpplieS 1 the payment Of Salaries 1 labor and Other expenses reasonably and properly charged, under generally accepted accounting principles, to the operation and maintenance of the System. Depreciation charges on equipment, machinery, plants and other facilities comprising the System and expenditures classed under generally accepted accounting principles as capital expenditures shall not be considered as "Operating and Maintenance Expenses" for purposes of determining "Net Revenues" . ..;.16- (j) The . tern(<'.'O.o~~standi.n~;., '"when used in this Ordinance with respect to Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Ordinance, except: (1) those Certificates cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates deemed to be duly paid by the City in accordance with the provisions of Section 24 hereof by the irrevocable deposit with the Paying Agent/Registrar, or an authorized escrow agent, of money or Government Securities, or both, in the amount necessary to fully pay the principal of, premium, if any, and interest thereon to maturity; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 28 hereof. (k) The term "Prior Lien Obligations" shall mean all bonds or other similar obligations hereafter issued that are payable in whole or in part from and secured by a lien on and pledge of the Net Revenues of the System and such lien and pledge securing the payment thereof is prior and superior in claim, rank and dignity to the lien and pledge of the Net Revenues securing the payment of the Certificates. (1) The term "System" shall mean the City's Solid Waste Disposal System, being all plants, collection vehicles, incinerators, sanitary landfills, or other works, facilities and equipment of the City acquired, installed and operated for the purpose of collecting, handling, storing, treating, neutralizing, stabilizing, or disposing of solid wastes, garbage and rubbish, including sites therefor; provided, however, the City, by ordinance adopted by the City Counci 1, may identify and designate one or more incinerators hereafter acquired or constructed, together with all property incident and necessary to its operation, to be removed and not a part of the System as defined herein, and such facilities so identified and designated, together -17- 64000 with the revenues received and expenses incurred · in connection with the operation and maintenance thereof, shall not constitute a part of the System or be encumbered in any respect by the provisions of this Ordinance. SECTION 11: Certificate Fund. That, for the purpose of paying the interest on and to provide a sinking fund for the payment and retirement of the Certificates, there shall be and is hereby created a special Fund to be designated "SPECIAL 1991 CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SOLID WASTE SYSTEM REVENUE CERTIFICATE OF OBLIGATION FUND", which Fund sha 11 be kept and maintained at the City's depository bank, and moneys deposited in said Fund shall be used for no other purpose. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent for the Certificates, from funds on deposit in the Certificate Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Certificates as the same accrues or matures; such transfers of funds to be made in such manner as will cause irrunediately available funds to be deposited with the Paying Agent for the Certificates at the close of business on the last business day next preceding each interest and/or principal payment date for the Certificates. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the "Public Funds Investment Act of 1987" relating to the investment of "bond proceeds"; provided that all such investments shall be made in such a manner that the money required to be expended from said Fund will be available at the proper time or times. All interest and income derived from deposits and investments in said Certificate Fund shall be credited to, and any losses debited to, the said Certificate · Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 12: Tax Levy. That to provide for the payment of the "Debt Service Requirements" on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while said Certificates or any interest thereon shall remain Outstanding, a sufficient tax on each one hundred dollars' valuation of taxable property in said City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall -18-64000 . ;: ': ·~ .·: ~ . be assessed and c·6liectEicf·~~·~~h'~'~~·~r'~~h~·, applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be deposited into the Certificate Fund. This governing body hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates herein authorized to be issued shall be determined and accomplished in the following manner: (a) Prior to the date the City Counci 1 establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: (1) The amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of Net Revenues of the System appropriated and allocated to pay such Debt Service Requirements prior to the Collection Date for the ad valorem taxes to be levied. (2) The amount of Net Revenues if any, appropriated and to be set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (3) The amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (b) The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (3) above less the sum total of the amounts established in paragraphs (l)and (2), after taking into consideration delinquencies and costs of collecting such annual taxes. -19-'400D SECTION 13: Pledge of Revenues. The City hereby covenants and agrees that, subject only to a prior lien on and pledge of the Net Revenues of the System for the payment and security of Prior Lien Obligations, the Net Revenues of the System, with the exception of those in excess of the amounts required to be deposited to the Certificate Fund as hereafter provided, are hereby irrevocably pledged, equally and ratably, to the payment of the principal of and interest on the certificates and Additional Certificates, if issued, as herein provided, and the pledge of the Net Revenues of the System herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the System in accordance with the terms and provisions hereof and be valid and binding without further action by the City and without any filing or recording except for the filing of this Ordinance in the records of the City. SECTION 14: System Fund. The City hereby covenants and agrees that all Gross Revenues (excluding earnings from the investment of money held in any special funds or accounts created for the payment and security of Prior Lien Obligations) shall be deposited from day to day as collected into a "City of Lubbock, Texas, Solid Waste Disposal System Operating Fund" (hereinafter called "System Fund") which Fund shall be kept and maintained at an official depository bank of the City. All moneys deposited in the System Fund shall ·be pledged and appropriated to the extent required for the following purposes and in the order of priority shown, to wit: '<4000 First: To the payment of all necessary and reasonable Operating and Maintenance Expenses of the System as defined herein or required by statute to be a first charge on and claim against the Gross Revenues. Second: To the payment of the amounts required to be deposited in the special Funds created and established for the payment, security and benefit of Prior Lien Obligations in accordance with the terms and prov1s1ons of the ordinances authorizing the issuance of Prior Lien Obligations; and Third: To the parment of the amounts required to be deposited in the special funds and accounts (the Certificate Fund) created and established for the payment of the Certificates and Additional Certificates. -20- .._,·~ ,!.f.~;;~•':--~r~-· ; .. c'_;~·.,:·,.,_c·•~', • ..... , ~' ' Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 15: Deposits to Certificate Fund. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to each interest and principal payment date from the Net Revenues of the System, after deduction of all payments required to be made to special Funds or accounts created for the payment and security of the Prior Lien Obligations, an amount equal to one hundred per centum ( 100%) of the amount required to fully pay the accrued interest and principal of the Certificates then due and payable by reason of maturity, such deposits to pay accrued interest and principal on the Certificates to be made in substantially equal monthly installments on or before the last business day of each month beginning the month the Certificates are delivered to the initial purchaser. The monthly deposits to the Certificate Fund, as hereinabove provided, shall be made until such time as such Fund contains an amount equal to pay the principal of and interest on the Certificates to maturity. Ad valorem taxes levied, collected and deposited in the Certificate Fund for and on behalf of the Certificates may be taken into consideration and reduce the amount of the monthly deposits otherwise required to be deposited in the Certificate Fund from the Net Revenues of the System. In addition, any proceeds of sale of the Certificates in ex:cess of the amount required to pay the contractual obligations to be incurred (including change orders to a construction contract) shall be deposited in the Certificate Fund, which amount shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes and the Net Revenues of the System. SECTION 16: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys ·on · deposit in 'such Funds sha 11 be used only for the purposes permitted by this Ordinance. SECTION 17: Maintenance of System Insurance. While the Certificates remain Outstanding, the City covenants and agrees to maintain and operate the System with all possible efficiency and to maintain casualty and other insurance on the properties of the System and its operations of a kind and in ..;.21- 6400D such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type business; and that it will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Texas. SECTION 18: Rates and Charges. The City hereby covenants and agrees that rates and charges for the collection and disposal of solid wastes will be established and maintained, on the basis of all available information and experience and with due allowance for contingencies., that are reasonably expected to provide Gross Revenues to pay: (a) Operating and Maintenance · Expenses of the System; (b) the interest on and principal of Prior Lien Obligations and the amounts required to be deposited into any special Funds created and established for the payment and security of the Prior Lien Obligations; (c) the amounts required to be deposited in the special Funds or Accounts (the Certificate Fund) created for the payment of the Certificates and Additional Certificates; (d) payable secured thereof. any from by a other the lien legally incurred indebtedness revenues of the System and/or on the System or the revenues SECTION 19: Records and Accounts -Annual Audit. The City further covenants and agrees that while any Certificates remain Outstanding, it will keep and maintain accurate and complete records and accounts pertaining to the ownership, operation and maintenance of the System. The Holders of the Certificates or any duly authorized agent or agents of such Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of Certified Public Accountants. Copies of each annual audit shall be furnished to the Executive Director of the Municipal Advisory Counci 1 of Texas at his office in Austin, Texas and upon written request, to the initial purchaser of the Certificates and any subsequent Holder of 10% or more in principal amount of the Certificates Outstanding. -22- ,4000 ' -. '~ . .... . . .. : -:~ ~.~/· SECTION 20: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Ordinance, the owner or owners of any of the Certificates shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescense therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 21: Special · Covenants. covenants as follows: The City hereby further (a) It has the lawful power to pledge the Net Revenues of the System supporting this issue of Certificates and has lawfully exercised said powers under the Constitution and laws of the State of Texas, including said power existing under V.T.C.A., Local Governmental Code, Subchapter C of Chapter 271. (b) Other than for the payment Certificates, the Net Revenues of the System in any manner been pledged to the payment of or obligation of the City or of the System. of the have not any debt SECTION 22: Issuance of Prior Lien Obligations and Additional Certificates. The City hereby expressly reserves the right to hereafter issue Prior · Lien Obligations, without limitation as to principal amount or any other limitation or restriction. In addition, the City reserves the right to issue Additional Certificates, without limitation or any restriction or condition being applicable to their issuance under the terms of this Ordinance, payable from and secured by a lien on and pledge of the Net Revenues of the System of equal rank and dignity, and on a parity in all respects, with the lien thereon and pledge thereof securing the payment of the Certificates. -23-,4000 SECTION 23: Subordinate to Prior Lien Obligations Covenants and Agreements. It is the intention of this governing body and accordingly hereby recognized and stipulated that the provisions, agreements and covenants contained herein bearing upon the management and operations of the System and the administering and application of revenues derived from the Operation thereof 1 Shall to the extent pOSSible be harmonized with like provisions, agreements and covenants contained in ordinances authorizing the issuance of Prior Lien Obligations, and to the extent of any irreconciable conflict between the provisions contained herein and in ordinances authorizing the issuance of Prior Lien Obligations, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred thereby to the holders or owners of the Prior Lien Obligations. Notwithstanding the above, any change or modification affecting the application of revenues derived from the operation of the System shall not impair the obligation of contract with respect to the pledge of revenues herein made for the payment and security of the Certificates. · SECITON 24: Satisfaction of Obligations of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Net Revenues of the System under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates shall be deemed to have been · paid within the meaning and with the effect expressed above· in this Section when (i) money sufficient to pay in full such Certificates at maturity, together with all interest due thereon, shall have been irrevocably deposited with and held in·trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without ·reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due by reason of maturity the principal of and interest on such Certificates on and prior to the maturity thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be -24-,4000 treated as "arbitrage bohds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/Registrar and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of four (4) years after the maturity of the Certificates such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. SECTION 25: Ordinance a Contract Amendments. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Certificate remains Outstanding except ·as permitted in this Section. The City, may, without the consent of or notice to any Holders of the Certificates, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders of the Certificates, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders of the Certificates holding a majority in aggregate principal amount of the Certificates then Outstanding· affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Certificates, reduce the principal amount thereof, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required to be held by Holders for consent to any such amendment, addition, or rescission. -25-14000 • SECTION 26: Notices to Holders -Waivers. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each ijolder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mai 1, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver sha 11 be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 27: Cancellation. Certificates surrendered for payment, transfer, or exchange, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying Agent/Registrar shall be returned to the City. SECTION 28: Mutliated, Destroyed, Lost and Stolen Certi- ficates. In case any Certificate shall be mutilated, or ·destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding; in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying -26- ,4000 .. Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate ~utilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Certificates. SECTION 29: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section 29, the following terms have the following meanings: "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, enacted on or before the date of delivery of the Certificates to the initial purchaser(s) thereof. "Computation Date" has the meaning stated in Treas. Reg. § 1.148-8T(b)(1). "Gross Proceeds" has the meaning stated in Treas. Reg. § 1.148-8T(d). ,4000 "Investment" has the meaning stated in Treas. Reg. § 1.148-8T(e). "Net Proceeds" of the Certificates means the proceeds of the Certificates. "Nonpurpose Investment" means any Investment in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purpose of the Certificates. "Rebatable Arbitrage" has the meaning stated in Treas. Reg. § 1.148-2T. -27- "Yield of" ( 1) any Investment sha 11 be computed in accordance with Treas. Reg. §1.148-2T, and ( 2) the Certificates has the meaning stated in Treas. Reg. § 1.148-3T. The Yield on the Certificates is to be computed on a joint yield basis together with the City's "General Obligation Bonds, Series 1991," and Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991." (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which, if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in sect ion 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City shall have received a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exclusion of interest on any Certificate from gross income for federal income tax purposes pursuant to Section 103 of the Code, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall, at all times prior to the last Stated Maturity of Certificates, (1) exclusively own, operate, and possess all property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds of the Certificates and not use or permit the use of such Gross Proceeds or any property acquired, constructed, ·or improved with such Gross Proceeds in any activity carried on by any person or entity other than a state or local government, unless such use is solely as a " member of the general public, or -28- 6~000 (2) not directly or indirectly impose or accept any charge or other payment for use of Gross Proceeds of the Certificates or any property the acquisition, construction, or improvement of which is to be financed directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if (1) property acquired, constructed, or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes, (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output, or similar contract or arrangement, or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, the City shall not, at any time prior to the final Stated Maturity of the Certificates, directly or indirectly invest Gross Proceeds of the Certificates in any Investment (or use such Gross Proceeds to replace money so invested), if as a result of such investment· the Yield of all Investments allocated to such Gross Proceeds whether then held or previously disposed of, exceeds the Yield of the Certificates. (f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed ·~ithin the m~aning· of S~ctioh 149(b) of the Code and the regulations and rulings thereunder. (g) Information Report. The City shall timely file with the Secretary of the Treasury the information required by section 149(e) of the Code with respect to the Certificates on such form and in such place as such Secretary may prescribe. -29-64000 (h) Payment of Rebatable Arbitrage. Except to the extent otherwise provided in section 148(f) of the Code and the regulations and rulings thereunder, '<IIOOD (1) The City shall account for all Gross Proceeds of the Certificates (including all receipts, expenditures, and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures, and investments thereof) and shall maintain all records of such accounting with the official transcript of the proceedings relating to the issuance of the Certificates until six years after the final Computation Date. The City may, however, to the extent permitted by law, commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall either (i) cause to be calculated by a nationally recognized accounting or financial advisory firm or (ii) calculate and cause its calculations to be verified by a nationally recognized accounting or financial advisory firm, in either case in accordance with rules set forth in section 148(f) of the Code and Treas. Reg. § 1.148-2T and rulings thereunder, the Rebatable Arbitrage with respect to the Certificates. The City shall maintain such calculations with the official transcript of the proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the initial purchasers thereof and the loan . of the money represented thereby, and in. order to induce such purchase by measures designed to result in the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City sha 11 pay to the United States the amount described in paragraph (2) above and the amount described in paragraph (4) below, at the times, in the ihstallments, to the place, in the manner, and accompanied by such forms or other information as is or may be required by section 148(f) of the Code and Treas. Reg. §§ 1.148-1T through 1.148-9T and rulings thereunder. -30- ,_ (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (2) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any Correction Amount as described in Treas. Reg. § 1.148-1T(c)(2) and any penalty under Treas. Reg. § 1.148-1T(c)(3)(ii)(B). SECTION 30: Sale of the Certificates. The sale of the Certificates to (herein referred to as the "Purchasers") at the price of par and accrued interest to the date of delivery, plus a premium of $ , is hereby approved and confirmed. Delivery of the Certificates to the Purchasers shall occur as soon as possible upon payment being made therefor in accordance with the terms of sale. SECTION 31: Proceeds of Sale. The proceeds of sale of the Certificates, excluding the accrued interest received from the Purchasers, shall be deposited in a construction fund maintained at the City's depository bank. Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in authorized investments pursuant to the Public Funds Investment Act of 1987 and any investment earnings .realized may be expended for such authorized projects and purposes or deposited in the Certificate Fund as shall be determined by the City Counci 1. All surplus proceeds of sale of the Certificates, including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Certificate Fund. SECTION 32: Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas, including the printing of the Certificates, and shall take and have charge and control of the Certificates pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the deliveky thereof to the Purchasers. Furthermore, the Maydr, City Secretary, City Manager, and Assistant City Manager for Financial Services, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the issuance of the Certificates, including a certification as to facts, estimates, circumstances and reasonable expectations pertaining to the use and expenditure and investment of the proceeds of the Certificates as may be -31-54000 ' necessary for the approval of the Attorney General, registration by the Comptroller of Public Accounts and delivery of the Certificates to the purchasers thereof and, together with the City's financial advisor, bond counsel and the Paying Agent/ Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the purchasers. SECTION 33: Official Statement. The Official Statement prepared in the initial offering and sale of the Certificates by the City, together with all addendas, supplements and amendments thereto issued on behalf of the City, is hereby approved as to form and content, and the City Counci 1 hereby finds that the information and data contained in said Official Statement pertaining to the City and its financial affairs is true and correct in all material respects and no material facts have been omitted therefrom which are necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The use of such Official Statement in the reoffering of the Certificates by the Purchasers is hereby approved and authorized. SECTION 34: Printed Opinion. The Purchaser's obligation to accept delivery of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski, Attorneys, approving such Certificates as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Certificates. Printing of a true and correct reproduction of said opinion on the reverse side of each of the definitive Certificates is hereby approved and authorized. SECTION 35: CUSIP Numbers. That CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly · provided, however, that the presence or absence of CUSIP numbers on the definitive Certificate's shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving said Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 36: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. -32- 64000 ' SECTION 37: Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 38: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 39: Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECT I ON 4 0 : =E~f~f.....;;e;...;;c":"t;,..._....;;.o....;;f_.;.;H"""'e"""'a...;:;;d;.;;;;i..;..;n'"""g'-=s • herein are for convenience only and construction hereof. The shall Section headings not affect the SECTION 41: Construction of Terms. .If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 42: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. -33-'400D • SECTION 43: Effective Date. This Ordinance shall take effect and be in force immediately from and after its passage on second and final reading, and IT IS SO ORDAINED. PASSED AND ADOPTED ON FIRST READING, this 25th day of April, 1991. PASSED AND ADOPTED ON SECOND AND FINAL READING, this 26th day of April, 1991. CITY OF LUBBOCK, TEXAS Mayor ATTEST: City Secretary (City Seal) -34-6400D .. SECTION 43: Effective Date. This Ordinance shall take effect and be in force immediately from and after its passage on second and final reading, and lT IS SO ORDAINED. PASSED AND ADOPTED ON FIRST READING, this 25th day of Apri 1, 1991. PASSED AND ADOPTED ON SECOND AND FINAL READING, this 26th day of April, 1991. CITY OF LUBBOCK, TEXAS ~ayor . ATTEST: -34- '4000 No Text •' EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of . April 26, 1991 (this "Agreement"), by and between the City of Lubbock, Texas (the "Issuer"), and Texas Commerce Bank National Association, Lubbock, Texas, a banking association duly organized and existing under the laws of the United States of America (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991" (the -..Securities") in the aggregate principal amount of $1,145,000, such Securities to be issued in fully registered form only as to the payment of principal thereof and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about May 30, 1991; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer, and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the ·Bank to serve as Paying Agent with respect to the Securities, and, as such Paying Agent, the Bank shall be · responsible for paying on behalf of the Issuer the principal of, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof; all in accordance with this Agreement and the "Bond Resolution" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the Securities, the Bank No Text f shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Bond Resolution". · The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/ Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close· of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: , ... so "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which ha:;; pecome accelerated pursuant to the terms of the Security. •sank Office" means the principal corporate trust office of the Bank as indicated on page 12 hereof. The Bank will notify the Is·suer · in writing of ·any change in location of the Bank Office. "Bond Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. -2- No Text 6 4 8 S D "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor, City Secretary, City Manager, or Assistant City Manager for Financial Services, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint company, trust, government, or any government. venture, association, joint stock unincorporated organization, or agency or political subdivision of a "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Resolution). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Bond Resolution. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Office·r I or . any other officer of the Barik custotnari ly . performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of Securities;· -3- No Text • .. "Stated Maturity" means the date specified in the Bond Resolution the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of the Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. All payments of principal and/or interest on the Securities to the registered owners shall be accomplished ( 1) by the issuance of checks, payable to the registered owners, drawn on the fidicuary account provided in Section 5.05 hereof, sent by United States mail, first class, postage prepaid, to the address appearing on the Security Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder • s risk and expense. . ::-"'-:· -~: ·· Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities at the dates specified in the Bond Resolution. -4-'caso No Text .. ARTICLE FOUR REGISTRAR Section 4.01. Security Register-Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange, and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacements of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request feels necessary to effect exchange of the Securities. any supporting documentation a re-registration, transfer, it or To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three {3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Securities. The Issuer shall provide an adequate inventory of prin.ted · Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other governments or corporations for which it serves as registrar, or that is maintained for its own securities. -5-6 4 I S 0 No Text Section 4.03. Form of the Security Register. The Bank, as Registrar, will maintain the Security Register _ relating to the registration, payment, transfer, and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Cancelled Securities. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Secti-on 4.06. Mutilated,· Destroyed, Securities. Lost,·· or Stolen - The Issuer hereby instructs the Bank, subject to the provisions of Section 28 of the Bond Resolution, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. -6-6CISD ------------------------ No Text .,. In case any Security shall be mutilated, destroyed, lost, or stolen, th~ Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in th~ same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed, lost, or stolen Security, only upon {i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss, or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to ·hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution, and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, destroyed, lost, or stolen. Section 4.07. Transaction Information to the Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01 hereof, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01 hereof, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06 hereof. ARTICLE FIVE THE BANK Section 5.01. Duties of the Bank. The Bank undertakes herein and agrees to use thereof. to perform the reasonable care duties set forth in the performance Section 5.02. Reliance on the Documents, Etc. {a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the sank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. -7- 64150 --------------------------··· No Text , (c) ·No prov1s1ons of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, op1n1on, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction : ·of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, op1n1on, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of the Issuer. The recitals contained herein with respect to the Issuer and in the Securities -·shall-be .. takeri a·s the statements of the Issuer, and the Bank assumes no responsiblity for their correctness. The "Ba·nk shall in no event be liable to the Issuer, any · Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its indi vidua 1 or any other capacity, may become the owner or pledgee of Securities and may· otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. -8- 6 4 8 S D No Text Section 5.05. Moneys Held by the Bank Separate Account/Collateraliza~t~i~o~n~.~~~~~----~~~~~------~~~~~ A separate account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collaterialized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for accounts of the Issuer to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such account shall be made by check drawn on such account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Ban~ for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for four years after final maturity of the Security has become due and payable will be paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5. 07. Interpleader •.. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the state and county where either the Bank Office or the administrative office of the Issuer is located, and agree that service of process by certified or registered_ mail, return receipt requested, to the -9-6CISD -----------------------------------------·--·- No Text address referred to in Section 6. 03 of this Agreement shall constitute adequate service. The ·Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. DT Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or th~ Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 12 of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. -10-~4150 ... ------------- • • Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions sha 11 not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.'08. EntireAgreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement wi 11 terminate ( i) on the date of fin a 1 payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and the Issuer mutually agree that the effective date of an early termination of this Agreement shall not occ~r . at any time which wquld disrupt, delay, or . other\<l.ise adversely affect the payment of the Securities. . . Upon an. early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. -11- No Text • c The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [SEAL] Attest: City Secretary (SEAL) ATTEST: Title: 641SD CITY OF LUBBOCK, TEXAS BY Mayor Address: P. 0. Box 2000 Lubbock, Texas 79457 TEXAS COMMERCE BANK NATIONAL ASSOCIATION Lubbock, Texas BY Mailing Address: P. 0. Box 841 Lubbock, Texas 79408 Delivery Address: 1314 Avenue K Lubbock, Texas 79401 -12- No Text .. The Depository Trust Company 55 Water Street New York, NY 10041 Attention: General Counsel's Office Letter of Representations TO BE COMPLETED BY ISSUER AND AGENT. IF ANY City of Lubbock, Texas Texas Commerce Bank National Association Re: $1,145,000 "City of Lubbock. Texas. Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991 Gentlemen: (Issue Oescnptaon) EXHIBIT B April 26, 1991 (Dare) The purpose of this letter is to set out certain matters relating to the abo\·e-referenced Bonds (the "Bondsw). National Association Texas Commerce Bank/ is acting as Trustee. Paying Agent, Fiscal Agent, or other Agent of the Issuer \\;th (the 'Agent1 · respect to the Bonds. The Bonds will be issued pursuant to a Trust Indenture, Bond Resolution, or other such document authorizing the issuance of the Bonds dated as of May 15 , 19 91 (the "Document(s)H). -----------is distributing the Bonds through The Depository Trust Company ("DTC"). (the "Underwnter1 To induce DTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules with respect to the Bonds, the Issuer and the Agent, if any, make the fotJowing representations to DTC: 1. Subsequent to Closing on the Bonds on May 30 , 19 91 . there shall be deposited with DTC one Bond certificate in registered form registered in the name of DTC's nominee, Cede &: Co., for each stated maturity of the Bonds in the face amounts set forth on Schedule A hereto. the total of which represents 100% of the principal amount of such Bonds. If, however, the aggregate principal amount of any maturity exceeds $100,000,000, one certificate wiJJ be issued with respect to each $100,000,000 of principal amount and an additional certificate will be issued with respect to any remaining principal amount. Each $100,000,000 Bond certificate shatJ bear the following legend: "'Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede &: Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede &: Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede &: Co., has an interest herein." No Text 2. [n th~ ~vent of .my solidt.ttion of consents from and voting by holders of the Bonds, the lssu~r or Agent, shall ~tablish a record date for such purposes and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the e:dent possible. 3. [n the event of a redemption or any other similar transaction resulting in retirement of all Bonds outstanding or a. reduction in aggregate principal amount of Bonds outstanding ("full or partial redemption") or an advance refunding of all or part of the Bonds outstanding, the Issuer or Agent, shall give DTC notice of such event not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an ad\:ance refunding, the date the proceeds are deposited in escrow. 4. In the event of a partial redemption or an advance refunding of part of the Bonds outstanding, the Issuer or Agent shall send DTC a notice specifying: 1) the amount of the redemption or refunding; 2) in the case of a refunding, the maturity date(s) established under the refunding; and 3) the date such notice is to be mailed to Bondholders or published ("the Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. The Issuer or Agent will forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted in that transmission. (The [ssuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) The Publication Date shall be not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 5. In the event of an invitation to tender the Bonds, notice to Bondholders by the Issuer or Agent, specifying the terms of the tender and the date such notice is to be mailed to Bondholders or published ("the Publication Date") shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express · delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the dose of business on the business day before the Publication Date. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) 6. All notices and payment ad,·ices sent to DTC shall contain the CUSIP number of the Bonds. 7. Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at (516) 227-1039 or (516) 227-·U90. The Agent shall confirm DTC's receipt of such facsimile transmission by telephoning the Call Notification Department at (516) 227-1070. Notices to DTC by mail or any other means shall be sent to: The Depository Trust Company Call Notification Department Muni Reorganization Manager 711 Stewart Avenue Garden City, NY "11530 8. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day ·funds on each payment date (or the equivalent in accordance with existing arrangements between the Issuer or Agent and · DTC). Such payments shall be made payable to the order of Cede & Co. 9. Payments of principal shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day funds on each payment date. Principal payments shall be made payable to the order of Cede & Co., and shall be addressed as follows: No Text The Depository Trust Company Muni Redemption Department 55 Water Street-50th Aoor New York. NY 10041 Attention: Collection Supervisor 10. DTC may direct the Issuer or Agent to use any other telephone number for facsimile transmission, address, or department of DTC as the number, address or department to which payments of interest or principal or notices may be sent. 11. In the event of a redemption, acceleration or any other similar transaction (e.g., tenders made and accepted in response to the Issuer's or Agent's invitation) necessitating a reduction in aggregate principal amount of Bonds outstanding or an advance refunding of part of the Bonds outstanding, OTC, in its discretion, (a) may request the Issuer or Agent to issue and authenticate a new Bond certificate or {b) shall make an appropriate notation on the Bond certificate indicating the date and amounts of such reduction in principal, except in the case of final maturity, in which case the certificate must be presented to the Issuer or Agent prior to payment. 12. In the event the Issuer detennines pursuant to the Oocument(s) that beneficial owners of the Bonds shall be able to obtain certificated Bonds, the Issuer or Agent shall notify DTC of the availability of Bond certificates and shall issue, transfer and exchange Bond certificates in appropriate amounts as required by DTC and others. 13. DTC may determine to discontinue providing its service as securities depository with respect to the Bonds at any time by giving reasonable notice to the Issue or Agent (at which time OTC will confirm with the Issuer or Agent the aggregate principal amount of the Bonds outstanding) and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, whenever DTC requests the Issuer and the Agent to do so, the Agent and the Issuer will cooperate with DTC in taking appropriate action to make available one or more separate certificates evidencing the Bonds to any OTC Participant having Bonds credited to its DTC account. · 14. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer. Nole$: a. H there is no organization acting as Agent for the Issuer, and an obligations in this letter of Representations are to be assumed solely by the Issuer, references to such Agent may be inked oul b. Neither OTC nor (Cede & Co.) provides consents with respect to any security. Under its usual procedures. OTC mails an Omnibus Proxy to the Issuer as soon as possible after lhe record date. The Omnibus Proxy assigns Cede & Co:s voting rights to those Participants having the security credited to lheir accounts on the record date (identified in a listing attached to the Omnibus Proxy). The requirement to advise OTC of the record date for the solicitation of consents is set forth in paragraph 2 of the letter. c. Under Rules of the· Municipal Securities Rulemaking Board relating to "good delivery,· a municipal securities dealer must be able to determine the date that a notice of partial call or of an advance refunding of part of an issue is published (the ·Publication Date1. The establishment of such a Publication Date is addressed in paragraph 4 of the letter. Received and Accepted: lliE DEPOSITORY TRUST COMPANY Br----------------------------------------------------------------cAuthonzed Offic~·s Sig~~o~turd cc: Underwriter Underwriter's Counsel Very truly yours, Texas Commerce Bank National Association tAuthonzed Officl.'r·s Sig11o11u~) Clitld City of Lubbock, Texas lulssu~l CAuthonztd Offiar·s Sign.tu~) Mayor eli tid No Text f . ... ~ c Year of Stated Maturity 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 r.-:-,· ..• SCHEDULE A Principal Interest Amount Rate $115,000 \ 115,000 \ 115,000 \ 115,000 \ 115,000 \ 115,000 \ 115,000 \ 115,000 \ 115,000 \ 110,000 \ ,· I l t R-793 ·. THE STATE OF TEXAS COUNTY OF L~BOCK Before me on Y a Hen r Y a Notary Public in and for Lubbock County Texas on this day personally ap~eared ! . J • Auf i I I ' A c co u n t Man a I! e r of the Southwestern Newspa- pers Co~rabon, publishers of t?e Lubbock Avalanche-Jou~al -Morning, and Sunday, who being by me duly sworn dtd de~se a~d say t~at satd newspaper has been published continuously for more than fifty-two weeks pri- or to the first mserbon of thts __.l ..... e::..JI!t:...Q;s ..... l~n.LJow.-:;t~i~c;-leh-::;------------------------------,--------l'~O. 822543 at Lubbock County, Texas and the attached print- ed copy of the I e I! a I n o t i c e is a true copy of the original and was printed in the Lubbock Avalanche-Journal on the following dates =--4A~P.L+-r.&.i+l ___,e,2;..,~7~·'--:1J..:t.Q:s9....&1 ______________ _ 567 wa .so = 283.5U LUBBOCK AVALANCHE-JOURNAL Southwestern Newspaper Corporation FORM58·10 '--··' ·· · sef:O~~o: . s~c· ·Gap!N.AIIt!!s (' ,. '· '-' . Otn:liNltlfc:e11a.RP . (, . • .. f~ >, AN ORDI'N'ANCI! AWTMCIIDZlNG ~THE ISSUANCE .C)"F "CifV OF [LUBBOCK, TEXAS, COMBINA· ~ ~\~~0~~~ ::fr:~L~~~:~~~ !'CERTIFICATES OF OBLIGA· JTION,-SERIIO$ 1991"1 LEVYifiiG ~AN AD VALOREM TAX UPON :iALL TAXABLE PROPERTY IN ' THE CITY AND PLEDGING THE NET REVENUES OF THE CITY'S .SOLID WASTE DISPOSAL $YS· ·TEM FOR THE· PAYMENT OF ~AID CERTIFICATES: PRE· CRIBING THE TERMS AND DE· IT AILS OF SUCH CERTIFICA.TES AND RESOLVING OTHER MAT· TERS INCIDENT AND REL"'-TEC TO THE ISSUANCE, SALE. SECU· IRITY. PAYMENT AND OELIV· ERY OF SAID CERTIFICATES. INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OF· FICtAL STATEMENT PERTAIN· ~lNG THERETO; AND PAOVIO. :'ING .AN Ei'FECTI.VE DATE. f t$1.1.&5.000) ~ . 'ORDIN#.NCE NO. tm, it AN O.RQINANCE AUTHORIZING 't THE ISSUANCE OF.·ST,SOO.OOO · '"CITY OF LUBBOCK. TEXAS, ELECTRIC LIGHT AND POWER I SYSTEM REVENUE BONDS, SE· .: RIES 1991''1 PRESCRIBING THE \.FORMS, TERMS, AND PROVI· t SIONS OF SAID BONDS: PLEOG-• lNG THE NE't REVENUES OF . THE CITY'S ELECTRIC LIGHT AND POWER SYSTEM TO THE ' PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID , BONOS:. ENACTING PROVI•' ·$IONS INCIDENT AN.D RELAT· ·EO TO THE ISSUANCE, PAY·, MENT, SECURITY, SALE AND ; DELIVERY OF SAID 80NDS, IN-; <LIJOING THE *"PROVAL ii!.ND ' OISTRIBUTI()N OF AN OPFI .. • CIALSTAT£MENT PERtAINING . THERETO, ANo-PltOVIDING AN ! RH'ECTI'/1! DA!fi: ........ : ORDINANCE NO. 941 -------------..,.,.~---r~ADINANCE N.o:t.QS .,. ~-.-- f.AN..QRDI,ANc;£ AUTHOIU%1NC '·THE ISSUANCE OF ·~c·ttV Q.l'' 1;.LIJ...BBOCtc:. TEXAS. C:OMBINA.• FTI..,N TAX AND WATE.RWORICS :SYSTEM S.UBOR·D· INATE LlEN •:R'EVENUE CERTIPICATI!S ~· 'OBLIGATION. SERIES 1991": fLEVYING AN AD VALOREM ~TAX UPON ALL TAXABLt , PflOPERTY IN THE CITY ANO jPLEDGING THE NET REV· 1;ENUES OF THE CITY'S WATER·. ii WORKS SYSTEM FOR THE PA\f.; I ME!'fr OF SAID CERTIFICATES: PRESCRIBING THE TEAMS AND f DETAILS OF SUCH CERTtF·1· .• CATES: PRESCRI~ING THE TERMS AND DETAILS 01< SUCH CERTIFICATES AND RESOLV· lNG OTHER MATTEAS''iNCI· :DENT AND RELATED TO THE; ISSUANCE, .SALE •. SECUAiT'(; ·PAYMENT AND DELIVERY .. OF: ·SAIO CERTIFICATES. INCLU~ 'lNG THE APPROVAL AND DIS;; TRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO: AND PROVIDING AN. EFFEC:TIVE~ATE.I$16.120,0001 ., "'' ORDINANCE NO.9~---'" ,~· '. -:·· AN ORDiNANCE APPROVIN!i AND AUTHORtEING THE. EXE· CUT ION AND DELIVERY .OF "CITY OF LUBBOCK, TEXAS, PUBLIC PROPERTY FINANCE . CONTRACTUAL OBLIGATIONS. TAXABLE SERIES 1991"; SPECI· FYING THE TEAMS OF SUCH CQNTRACTS: MAKING PR0'\11~· SIONS FOR THE PAYM'ENT . THEREOF; AND Al!SO(VtNb'' OTHER MATTERS INCIDENT AND RELATED TO THE EXECO:' TION, PERFORMANC~ f<NP PAYMEN"{ OF .SUCH CON· TRACTS, INCLUDING THE Ap., PROVAL AND EXECUTION OF A SPECIAL ESCROW .DEPOSIT AGRE'l!MENT FOR THE ACQUJ... !ITIQN OF PROPERTY; AND PROVIDING AN EPFECT•IVI! OATE. tsl.oas.GOOJ . . R-793 No Text I•~IRST SottUuoe4t-COMPANY JOEW.SMITH SENIOR VICE PRESIDENT Ms. Ranette Boyd City Secretary City of Lubbock P. 0. Box 2000 Lubbock, Texas 79457 Dear Ranette: I N\"ESTMENT BANKERS P .0. BOX 2'754-'79604 402 CYPRESS, SUITE 103 ABILENE, TEXAS '79601 May 1, 1991 (915) 672-8432 Enclosed are five copies of a 3-page set of schedules marked "Exhibit A" covering the general obligation issues sold on 4-25-1991. One copy should be attached to your copy of the General Certificate covering each issue. If you have any questions, please let me know. JWS:gc Enclosures No Text -----· PaQe II EXHIBIT A CITY OF LUBBOCK, TEXAS GENERAL OBLIGATION DEBT SERVICE REQUIREMENTS COMBINED REQUIREMENTS OF TAX ISSUES SOLD 4-25-1991 CDI8IIl!lml !U AID <Diall.\llml Ul AID IIARIIGIS UIIIUI<II. w.L/AIIDl!OIIIII <XlDW!Iml !U AID SOLID nsc.u. Simi SUDOIDWD LIII IMIOI (LIIltm Pr.moE» IMIIIII ll.lSrl DISPQSAL SISDI IMIIIII PUBLIC PDDn riii.IC! rw wa.u, <I!LIWI<II IQIDS c:mmcms or <IILIWI<* Cll!lflClfES or OIILIWII* cmmarzs or e&~Wlmr <XllmC!V.U. CILIQflOIS Ellti!JC ., IIRIESr llrfl!S' mwsr IJRWr lJ1'EII.W <Xlll&m:D 9-30 ·.Pmar.u. WE mmsr PIIJCIP.U. WI IJRWr PIIJCIP.U. WI IIRIESr PIIJICIP.U. WE IJrmSr PIIICIP.U. WE urmsr IEQOII!JIMS 1991 1992 100,000 I. 'lSI 179,117 aos,ooo I. 'lSI 1,437,1S9 200,000 1.751 360,12S 115,000 7.101 19,921 55,000 119,976 3,462,075 1993 100,000 1.75 .. 133,725 105,000 1.751 1,072,~ 200,000 1.751 261,150 115,000 7.101 g,o75 55,000 90,30t 2,902,766 1994 100,000 I. 1St 124,975 105,000 1.75t 1,002,~9 200,000 1.751 251,350 115,000 7.101 53,105 55,000 15,153 2,791,952 1995 100,000 I. 'lSI 116,225 105,000 1.75l 931,931 200,000 1.75l 233,150 115,000 5.10l 45,215 55,000 79,997 2,W,2U 1996 100,000 1.75& 107,475 105,000 1.75& W,4M 200,000 1.75& 216,350 115,000 5.90l 31,551 55,000 9.3750t 74,141 2,573,717 1997 100,000 I. 1St 91,725 105,000 1.751 791,056 200,000 1.751 191,&50 115,000 6.001 31,715 55,000 "·"' 2,465,230 19M 100,000 I. 'lSI .,,975 105,000 1.751 720,619 200,000 1.751 111,350 115,000 6.101 24,751 55,000 65,12' 2,356,121 1999 100,000 1.751 11,225 105,000 1.751 650,111 200,000 1.751 163,150 115,000 6.251 17,656 55,000 60,~9 2,241,211 2000 100,000 1.701 72,500 105,000 1.601 sao,m 200,000 1.501 146,600 115,000 6.251 10,469 55,000 55,611 2,140,521 2001 100,000 6.25& u,ozs 105,000 6.251 520,516 200,000 6.25t 131,&50 110,000 6.251 3,UI 55,000 1.65001 50,154 2,0&1,70 2002 100,000 6.401 51,700 105,000 6.401 469,660 200,000 6.40& 119,200 55,000 . 46,000 1,153,560 2003 100,000 6.501 52,250 105,000 6.501 417,731 200,000 6.501 106,300 55,000 4l,OSO 1,m,331 2004 100,000 6.501 45,750 105,000 6.501 ~5,413 200,000 6.501 93,300 55,000 ~,100 1,700,563 2005 100,000 6.501 39,250 105,000 6.501 313,011 200,000 6.501 10,300 55,000 31,150 1,623,7&1 2006 100,000 6.251 32,175 105,000 6.251 261,769 205,000 6.251 67,394 55,000 9.00001 26,200 1,553,231 2007 100,000 6.251 26,625 105,000 6.251 211,456 205,000 6.251 54,511 55,000 21,216 1,47a,l71 2001 100,000 6.25& 20,375 110,000 5.751 163,013 205,000 6.251 41,769 55,000 16,197 1,411,353 2009 100,000 5.7St 14,375 110,000 5.751 116,UI 205,000 5.751 29,469 50,000 11,406 1,3~,611 2010 100,000 5.75& 1,625 110,000 5.751 69,163 205,000 5.751 17,611 50,000 6,144 1,261,012 2011 100,000 5.7St 21175 a1o1ooo 5.751 23,211 2051000 5.751 51'" 501000 9.12501 2£211 1,1991331 $2,000,000 $1,370,737 $16,120,000 $10,9W,962 $4,030,000 $2,761,913 $1,1(5,000 $376,915 $1,015,000 $990,564 $40,161,161 All issues dated 5-·15-1991; principal due 2-15 of each year as shown. Interest rates shown ere those established at sale of obligations. Interest due 2-15-1992 and each 8-15 & 2-15 thereafter. No Text rClge WL. .. ~:-CITY OF LUBBOCK. TEXAS liSC1L YEA! lEW ISSUES EIDIJG oorsmDIIG DEB! CDIBOO'.D REQOIIEIEI1'S CWD !O'IAL <XDII!D DJOilEIIMS 9-30 PIDICIPlL II!D!S'l !O'flL PIIICIPlL IJrEiEST !O'flL PIDICIPlL DlmESf 'roflL 1991 $7,6&5,000 $5,519,770 $13,204,770 $7,615,000 $5,519,770 $13,~,770 1992 7,400,000 4,947,314 12,347,3&4 1,275,000 2,117,075 3,462,075 1,67S,OOO 7,134,459 15,&09,459 1993 6,910,000 4,402,W 11,312,111 1,275,000 1,627,766 2,902,766 a,u5,ooo 6,030,65C 1-&,215,654 1994 6,645,000 3,112,151 10,527,151 1,275,000 1,516,952 2,791,952 7,920,000 5,399,103 13,319,103 1995 6,110,000 3,315,471 9,565,471 1,275,000 1,407,211 2,6&2,211 7,455,000 4,792,766 12,247,766 1996 6,2&0,000 2,197,366 9,177,366 1,275,000 1,291,717 2,573,717 7,555,000 4,196,013 11,751,013 1997 6,019,04 2,567,266 1,656,700 1,275,000 1,190,230 2,465,230 7,364,434 3,757,496 11,121,930 1991 6,090,076 2,110,591 1,200,667 1,275,000 1,011,128 2,356,121 7,365,076 3,192,419 10,557,495 1999 5,976,493 1,652,114 7,628,677 1,275,000 973,2&1 2,241,211 7,251,493 2,625,465 9,176,951 2000 3,514,916 3,251,161 6,773,847 1,275,000 165,521 2,140,521 4,719,916 4,124,319 1,914,375 2001 3,1«,«1 2,593,737 5,731,178 1,270,000 771,743 ·2,041,743 4,414,441 3,365,UO 7,779,921 2002 2,&41,639 1,724,224 4,572,163 1,160,000 693,560 1,153,560 4,001,639 2,417,714 6,426,423 2003 2,6&4,6&2 1,083,971 3,761,653 1,160,000 617,331 1,m,331 3,144,612 1,70~,309 5,545,990 2004 1,545,000 464,163 2,009,163 1,160,000 540,563 1,700,563 2,705,000 1,00C,726 3,709,72& 2005 1,545,000 356,700 1,901,700 1,160,000 463,718 1,623,711 2,705,000 120,411 3,525,4&& 2006 1,545,000 251,162 1,796,162 1,165,000 lU,23a 1,553,231 2,710,000 639,400 3,349,400 »>I 1,545,000 145,450 1,690,450 1,165,000 313,171 1,47&,871· 2,710,000 459,32& 3,169,321 2001 195,000 63,225 954,225 1,170,000 241,353 1,411,353 2,065,000 304,57& 2,369,571 2009 565,000 16,950 511,950 1,165,000 171,6&1 1,336,6&1 1,730,000 1U,631 1,911,63& 2010 1,165,000 103,012 1,26&,012 1,165,000 103,012 1,261,012 2011 1,165,000 34,331 1,199,331 1,165,000 34,331 1,199,331 $79,081,751 $41,324,221 $120,412,972 $24,3&0,000 $16,4U,161 $40,161,161 $103,461,751 $57,112,382 $161,211,133 No Text ... - A)euJ ~ CITY OF LUBBOCK, TEXAS • ~ DIVISION OF GENERAL OBLIGATION DEBT LESS: LESS: LESS: LESS: WATEN>RKS SEWEI SYSTEM 0011 oms! SOLID WASTE GEmAL FISCAL SYSTEII SYSTEII SYSTEJI DISPOSAL SYSTEII PmPOSE YEAI GEmAL Gt:mAL GEKERAL G!IIEIAL GEIIERAL EIIDIIG O)KBIJED OBLIGAfiOII OBLIGATIO! OBLIGATIO! OBLIGA'fiOI OBLIGA!IOH 9-30 IEQUiiEIIElfTS IEQOilEIIEIITS IEQOIREJIEHTS IEQOilEKEITS IEQOilEIIEHTS REQOIIEJIEIITS 1991 $13,204,770 $4,309,742 2,221,415 $17,167 $6,586,446 1992 15,109,459 6,235,314 2,121,357 14,011 204,921 7,156,142 1993 14,215,654 5,471,509 2,022,397 15,642 177,075 6,459,030 1994 13,319,103 5,092,255 1,977,116 12,043 161,105 6,000,214 1995 12,247,766 4,673,211 1,137,419 13,211 160,215 5,493,563 1996 11,751,013 4,449,522 1,136,264 84,224 153,551 5,227,516 1997 11,121,930 4,199,102 1,761,128 15,302 146,715 4,921,983 1998 10,557,495 3,980,574 1,690,010 11,425 139,751 4,665,721 1999 9,876,951 3,716,002 1,600,608 12,400 132,656 4,345,292 2000 1,914,375 3,342,359 1,469,966 13,025 125,469 3,193,556 2001 7,779,921 3,037,573 1,022,392 13,300 113,431 3,523,211 2002 6,426,423 2,562,599 146,406 13,225 2,934,193 2003 5,545,991 2,224,496 722,311 12,100 2,516,384 2004 3,709,726 1,639,570 624,930 1,445,226 2005 3,525,418 1,561,747 519,248 1,374,493 2006 3,349,400 1,416,561 553,U2 1,309,390 2007 3,169,321 1,412,395 517,461 1,239,472 2008 2,369,571 1,111,631 131,156 1,112,785 2009 1,911,631 1,029,524 111,958 m,156 2010 1,261,012 179,863 318,150 2011 1,199,331 133,211 366,050 $161,211,133 $63,255,141 $23,671,824 $1,087,719 $1,521,985 $71,743,687 ----- FULBRIGHT & JAWORSKI 2200 Ross AvENUE SUITE 2600 OAL.L.AS, TEXAS 75201 HOUSTON WASHINGTON, D.C. TELEPHONE: 214/855·8000 TELECOPIER: 214/855·8200 AUSTIN SAN ANTONIO CALLAS NEW YORK LOS ANGELES LON CON ZURICH HONG KONG April 15, 1991 Ms. Sherry Burger Texas Commerce Bank National Association 1314 Avenue K Lubbock, Texas 79401 $2,000,000 "City of Lubbock, Texas, General Obligation Bonds, Series 1991" $7,500,000 "City of Lubbock, Texas, Electric Light and Power System Revenue Bonds, Series 1991" $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991" $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" $16,120,000 "City of Lubbock, Texas, Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991" $1,085,000 "City of Lubbock, Texas, Public Property Finance Contractual Obligations, Taxable Series 1991" Dear Ms. Burger: Enclosed herewith are four copies each of substitute page 9 of the Paying Agent/Registrar Agreements relating to the above described issues. In accordance with our conversation, please substitute these pages in the documents you presently have. Should you have any questions, please advise. JS/ler cc: VMs. Ranette Boyd (w/encls.) Mr. Joe Smith (w/encls.) 00010-43 yours, Slemmons Legal Assistant -·' /. No Text FULBRIGHT & JAWORSKI 2200 Ross AvENUE SUITE 2600 DALLAS, TEXAS 7S201 HOUSTON WASHINGTON, D.C. TELEPHONE: 214/855·8000 TELECOPIER: 214/855•8200 AUSTIN SAN ANTONIO DALLAS NI:W YORK LOS ANGELES LONDON ZURICH HONG KONG April 22, 1991 Ms. Ranette Boyd City Secretary P. 0. Box 2000 Lubbock, Texas 79457 RE: $2,000,000 "City of Lubbock, Texas, General Obligation Bonds, Series 1991" $7, 500,000 "City of Lubbock, Texas, Electric Light and Power System Revenue Bonds, Series 1991" $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991" $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" $16,120,000 "City of Lubbock, Texas, Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991" $1,085,000 "City of Lubbock, Texas, Public Property Finance Contractual Obligations, Taxable Series 1991" Dear Ranette: Enclosed herewith are two copies each of the Waiver of Notice and Consent to Special Meeting to be executed by absent member(s) in connection with the meeting to be held on April 26, 1991. Please return one copy of each Waiver and retain one copy of each for the City's records. ~ Slemmons Legal Assistant JS/ler Enclosures cc: Mr. Joe Smith (w/encls.) 0 0 0 1 0 - 4 1 ~ . ',; FULBRIGHT & ~AWORSKI 2200 Ross AVENUE TELEPHONE: 214/855·8000 TELECOPIER: 214/855•8200 Ms. Ranette Boyd City Secretary 1625 13th Street Lubbock, Texas 79457 SUITE 2SOO DALLAS, TEXAS 75201 April 15, 1991 RE: City of Lubbock -Notice of Meeting Dear Ranette: HOUSTON WASHINGTON, D.C. AUSTIN SAN ANTONIO DALLAS NEW YORK LOS ANGELES LONDON ZURICH HONG KONG Enclosed are Notices of Meeting for posting 'in accordance with the attached memorandum. Said Notices :relate to the meetings of the City Council on April 25th and Apri 1 26th and are concerned with the passage of ordinances authorizing the issuance of bonds and obligations. If a Notice of Meeting has already been posted and said Notice includes the subject matter regarding the bonds and obligations, the enclosed Notices may be discarded. Also enclosed is a copy of each ordinance for your perusal. Should you have any questions, please advise. MSW/ler Enclosures cc: Mr. Joe Smith Mr. J. Robert Massengale 00010-12 No Text \. ........ .. FULBRIGHT & JAWORSKI 2200 Ross AVENUE SUITE 2SOO DALLAS, TEXAS 75201 HOUSTON WASHINGTON, D.C. TELEPHON£:214/8!55·8000 TELECOPIER: 214/8SS·8200 AUSTIN SAN ANTONIO DALLAS N!:W YORK LOS I.NGE.~ES LONDON ZURICH HONG KONG April 16, 1991 Ms. Sherry Burger Texas Commerce Bank National Association 1314 Avenue K Lubbock, Texas 79401 RE: $2,000,000 "City of Lubbock, Texas, General Obligation Bonds, Series 1991" $7,500,000 "City of Lubbock, Texas, Electric Light and Power System Revenue Bonds, Series 1991" $1, 145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991" $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" $16,120,000 "City of Lubbock, Texas, Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991" $1,085,000 "City of Lubbock, Texas, Public Property Finance Contractual Obligations, Taxable Series 1991" Dear Ms. Burger: As Paying Agent/Registrar for the six captioned series of obligations, Texas Commerce Bank, together with the City and The Depository Trust Company (DTC) will need to execute a Letter of Representation relating to the book-entry delivery through DTC. In this connection, we are enclosing herewith six sets ( 4 copies -each set) of the Letter of Representations, being one set for each issue. We would request that these Letters be executed on behalf of the Bank, and forwarded to Ms. Ranette Boyd, City Secretary, at City Ha 11. The City proposes to approve and execute these Letters on April 25, 1991. We will furnish you a fully executed copy for each issue as soon as possible after the meeting on April 25th. 6 S l Z D No Text '· \ Ms. Sherry Burger April 16, 1991 Page 2 If you hesitate to call. appreciated. should have any questions, please do not Your. assistance in this matter is very much MSW/ler Enclosures cc: Mr. Joe W. Smith Ms. Ranette Boyd Mr. J. Robert Massengale 6 5 l Z D Very truly yours, Mark S. Westergard No Text FULBRIGHT & .JAWORSKI 2200 Ross AVENUE SUITE 2800 DALLAS, TEXAS 7S201 HOUSTON WASHINGTON, D. C. TELEPHONE: 214/855·8000 TELECOPIER: 214/855·8200 AUSTIN S"N ANTONIO CALLAS NEW YORK LOS ANGELES LONDON ZURICH HONG KONG April 15, 1991 Ms. Sherry Burger Texas Commerce Bank National Association 1314 Avenue K Lubbock, Texas 79401 RE: $2,000,000 "City of Lubbock, Texas, General Obligation Bonds, Series 1991" $7,500,000 "City of Lubbock, Texas, Electric Light and Power System Revenue Bonds, Series 1991" $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991" $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" $16,120,000 "City of Lubbock, Texas, Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991" $1,085,000 "City of Lubbock, Texas, Public Property Finance Contractual Obligations, Taxable Series 1991" Dear Ms. Burger: We have been advised that Texas Commerce Bank National Association will serve as Paying Agent/Registrar for the six captioned series of obligations. In this connection, we are enclosing herewith six sets (4 copies -each set) of the Paying Agent/Registrar Agreements, being one set for each issue. We would request that these Agreements be executed on behalf of the Bank, have attached to each copy a fee schedule (Annex A) and forwarded to Ms. Ranette Boyd, City Secretary, at City Ha 11. The City proposes to approve and execute these Agreements on April 25, 1991. We will furnish you a fully executed Agreement for each issue together with a copy of the Ordinance passed by the City as soon as possible after the meeting on April 25th. 6 S l 9 D No Text } I Ms. Sherry Burger April 15, 1991 Page 2 If you should have any questions, please do not hesitate to call. Your assistance in this matter is very much appreciated. MSW/ler Enclosures cc: Mr. Joe w. Smith Ms. Ranette Boyd Mr. J. Robert Massengale 6 5 1 9 D Very truly yours, -rY/~4- Mark S. Westergard No Text FULBRIGHT & JAWORSKI 2200 Ross AVENUE SUITE 2800 DALLAS, TEXAS 7S201 HOUSTON WASHINGTON, D.C. TELEPHONE: 214/855-8000 TELECOPIER: 214/855•8200 AUSTIN SAN ANTONIO DALLAS NEW YORK LOS ANGELES LONDON ZURICH HONG KONG May 2, 1991 VIA FEDERAL EXPRESS Ms. Ranette Boyd City Secretary 1625 13th Street Lubbock, Texas 79401 RE: $2,000,000 "City of Lubbock, Texas, General Obligation Bonds, Series 1991" $7,500,000 "City of Lubbock, Texas, Electric Light and Power System Revenue Bonds, Series 1991" $1,145,000 "City of Lubbock, Texas, Combination ~ax and Solid Waste Disposal System Revenue Certificates 'of Obligation, Series 1991" $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Audi tori urn (Limited Pledge) Revenue Certificates of Obligation, Series 1991" $16,120,000 "City of Lubbock, Texas, Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991" $1,085,000 "City of Lubbock, Texas, Public Property Finance Contractual Obligations, Taxable Series 1991" Dear Ranette: Enclosed are the minute captioned ordinances and the documents for each issue. pages for each City's copies of the above of executed Thanks for all finalized. If I can advise. JS/ler Enclosures cc: Mr. Joe Smith OOO t;l·' your help be of any in getting these documents further assistance, please truly yours, . ~.-'LA_....._ ~ Slemmons Legal Assistant No Text 1 .I FULBRIGHT & JAWORSKI 2200 Ross AvENUE SUITE 2SOO DALLAS, TEXAS 75201 HOUSTON WASHINGTON, D.C. TELEPHONE: 214/855•8000 ~~ TELECOPIER:214/855·8200 AUSTIN SAN ANTONIO DALLAS NEW YORK LOS ANGELES LONDON ZURICH HONG KONG May 7, 1991 Ms. Ranette Boyd City Secretary City of Lubbock P. 0. Box 2000 Lubbock, Texas 79457 RE: $2,000,000 "City of Lubbock, Texas, General Obligation Bonds, Series 1991" $7,500,000 "City of Lubbock, Texas, Electric Light and . Power System Revenue Bonds, Series 1991" $1,145,000 "City of Lubbock, Texas, Combination Tax and Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991" $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" $16,120,000 "City of Lubbock, Texas, Combination Tax and Waterworks System Subordinate Lien Revenue Certificates of Obligation, Series 1991" $1,085,000 "City of Lubbock, Texas, Public Property Finance Contractual Obligations, Taxable Series 1991" Dear Ranette: Enclosed herewith is a fully executed Letter of Representations relating to each of the above described issues for the records of the City. Very truly yours, ~-- Elbert M. Morrow EMM/ler Enclosures cc: Mr. Joe Smith 0 0 0 I 0 -I 3 No Text The Depository Trust Company 55 Water Street New York, NY 10041 Attention: General Counsel's Office Letter of Representations TO BE COMPLETED BY ISSUER AND AGENT, IF ANY City of Lubbock, Texas !':•m~ 1)1 Issuer Texas Commerce Bank National Association Re: $1,145,000 "City of Lubbock, Texas, Combination Tax and Gentlemen: Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991 !Issue Oescnplion) April 26, 1991 !Date) The purpose of this 1etter is to set out certain matters relating to the abo\'e·referenced Bonds (the "Bonds"), National Association Texas Commerce Bank/ is acting as Trustee, Paying Agent, Fiscal Agent, or other Agent of the Issuer \\ith (the -~ent1 respect to the Bonds. The Bonds will be issued pursuant to a Trust Indenture, Bond Resolution, or other such document authorizing the issuance of the Bonds dated as of May 15 , 19 91 (the HDocument(s)"). Rauscher Pierece Ref snes, /In cis tftst'~f,fifl~t~lBonds through The Depository Trust Company ("DTC"). Clhe "Undecwnter1 To induce DTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules with respect to the Bonds, the Issuer and the Agent, if any, make the following representations to DTC: 1. Subsequent to Closing on the Bonds on May 30 . 19 91 , there shall be deposited with DTC one Bond certificate in registered form registered in the name of DTC's nominee, Cede & Co., for each stated maturity of the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal amount of such Bonds. If, however, the aggregate principal amount of any maturity exceeds $100,000,000, one certificate will be issued with respect to each $100,000,000 of principal amount and an additional certificate will be issued with respect to any remaining principal amount. Each $100,000,000 Bond certificate shall bear the following legend: -unless this certificate is presented by an authorized representative of The Depository Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein..• : ·.~ ' ' '··· 2. In the event of any solicit.ltion of consents from and voting by holders of the Bonds, the Issuer or Agent, shall ~tablish a record date for such purposes and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the e:dent possible. 3. In the event of a redemption or any other similar transaction resulting in retirement of all Bonds outstanding or a reduction in aggregate principal c1mount of Bonds outstanding ("full or partial redemption") or an advance refunding of all or part of the Bonds outstanding, the Issuer or Agent, shall give DTC notice of such event not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited· in escrow. -&. In the event of a partial redemption or an advance refunding of part of the Bonds outstanding, the Issuer or Agent shall send DTC a notice specifying: 1) the amount of the redemption or refunding; 2) in the case of a refunding, the maturity date(s) established under the refunding; and 3) the date such notice is to be mailed to Bondholders or published ("the Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. The Issuer or Agent will forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted in that transmission. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) The Publication Date shall be not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 5. In the event of an invitation to tender the Bonds, notice to Bondholders by the Issuer or Agent, specifying the terms of the tender and the date such notice is to be mailed to Bondholders or published ("the Publication Date") shall be sent to OTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) 6. All notices and payment ad,~ices sent to DTC shall contain the CUSIP number of the Bonds. 7. Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at (516) 227-4039 or (516) 227-·U90. The Agent shall confirm DTC's receipt of such facsimile transmission by telephoning the Call Notification Department at (516) 227-4070. Notices to DTC by mail or any other means shall be sent to: The Depository Trust Company Call Notification Department Muni Reorganization Manager 711 Stewart Avenue Garden City, NY 11530 8. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day funds on each payment date (or the equivalent in accordance with existing arrangements between the Issuer or Agent and DTC>. Such payments shall be made payable to the order of Cede & Co. 9. Payments of principal shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day funds on each payment date. Principal payments.shaJl be made payable to the order of Cede & Co., and shall be addressed as follows: No Text The Depository Trust Company Muni Redemption Department 55 Water Street-50th Aoor New York, NY 10041 Attention: Collection Supervisor 10. DTC may direct the Issuer or Agent to use any other telephone number for facsimile transmission, address, or department of DTC as the number, address or department to which payments of interest or principal or notices may be sent. 11. In the event of a redemption, acceleration or any other similar transaction (e.g., tenders made and accepted in response to the Issuer's or Agent's invitation) necessitating a reduction in aggregate principal amount of Bonds outstanding or an advance refunding of part of the Bonds outstanding, DTC, in its discretion, (a) may request the Issuer or Agent to issue and authenticate a new Bond certificate or (b) shall make an appropriate notation on the Bond certificate indicating the date and amounts of such reduction in principal, except in the case of final maturity, in which case the certificate must be presented to the Issuer or Agent prior to payment. 12. In the event the Issuer determines pursuant to the Document(s) that beneficial owners of the Bonds shall be able to obtain certificated Bonds, the Issuer or Agent shall notify DTC of the availability of Bond certificates and shall issue, transfer and exchange Bond certificates in appropriate amounts as required by DTC and others. 13. DTC may determine to discontinue providing its service as securities depository with respect to the Bonds at any time by giving reasonable notice to the Issue or Agent (at which time DTC wiJl confirm with the Issuer or Agent the aggregate principal amount of the Bonds outstanding) and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, whenever DTC requests the Issuer and the Agent to do so, the Agent and the Issuer will cooperate with DTC in taking appropriate action to make available one or more separate certificates evidencing the Bonds to any DTC Participant having Bonds credited to its DTC account. 14. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer. Note$: a. H there is no organization acting as Agent lor the Issuer. and all obligations in this Letter of Representations are to be assumed solely by the Issuer, references to such Agent may be inked out. b. Neither OTC nor (Cede & Co.) provides consents with respect to any security. Under its usual procedures. DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s voting rights to those Participants having the security credited to their accounts on the record date (identified in a listing attached to the Omnibus Proxy). The requirement to advise OTC of the record date for the sofiCitation of consents is set forth in paragraph 2 of the letter. c. Under Rules of the Municipal Securities Rulemaking Board relating to "good delivery, • a municipal securities dealer must be able to determine the date that a notice of partial can or of an advance refunding of part of an issue is published (the ·Publication Oate1. The establishment of such a Publication Date Is addressed in paragraph ( of the letter. cc: Underwriter Underwriter's Counsel Very truly yours, ficcr's Sign.1tu~l CTitlt11 City of Lubbock, Texas Mayor <Tit~ I Associ .... ~<. \,,·';~,,·~::::::~"-~,~,~-~~?~·-. ·.··· ~;:;~~:~ <~> . . SCHEDULE A Year of Principal Interest Stated Maturity Amount Rate 1992 $115,000 7.80% 1993 115,000 7.80% 1994 115,000 7.80% 1995 115,000 5.80% 1996 115,000 5.90% 1997 115,000 6.00% 1998 115,000 6.10% 1999 115,000 6.25% 2000 115,000 6.25% 2001 110,000 6.25% No Text . . . THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK AFFIDAVIT OF PUBLICATION § § § BEFORE ME,· the undersigned authority, on this day personally appeared T.J. Aufill , who, after being .. by: me duly sworn, deposes and says that (s)he is the Ac~ouot Manager of the Lubbock Avalanche-Journal, which is a newspaper published and having general circulation in the City of Lubbock, Texas,· and that a true and correct copy of the "NOTICE OF INTENTION TO ISSUE CITY OF LUBBOCK, TEXAS, CERTIFICATES OF OBLIGATION" hereto attached, was published in said paper on the following dates: March 24, 1991; and March 31, 1991 the date of the first publication of said notice being at least fifteen (15) days prior to the date stated therein for the passage of the ordinance _authorizing the issuance of th~ certificates of obligati.Qp. - of ~-. HOTI~_)r-''t":g;_: ~NTIOM •. . , I OTY ~~-:til . • Tu.Q, t . OlfOII ____ - ' NOTICE 1$ Hl!!llfi!BY .GJVVI j the CIIY CoUncil of the CIIY of ubill!:k. Texas,;wlll convene ents ; .ul'it 'meelll\9 pt.ce In the CIIY • SWORN TO AN Hall of Lubbock. Texas at 1:·30 "'FORE ME, this 'clock p.M. on !he 25th day Of "" A p r i I prll. l'l'll•·•nd· csur11111 such meet·. ------"..;...;... . ..;.....;;;....;. _____ l'lno. the CitY .eouncll "'fl_ll conoi_der , he ,Passege of •• ord•nenc• ~~-. · horizlng tne Issuance of cerhh· • . . ares of llbll8alion In •n e-..nt to exceed QNE MILLION-<>NE HUNOREO FORTY-FIVE THOU·. the 8 day TONYA H.ENRY Notaty Public STATE OF TEXAS My Comet bp .Now 19 -t99t AND DOLLARS 1$1,l4S,Cio01 for -he purpose of paying contractu~! : bllgatlon to be Incurred lor !ll the ':-:-~~~::_;....::;~~~~~~:S.::::::L~~~q...;.\ :_•cQUisltlon of'. landfill site and the ,_..-r_ 0 t a ry Pub purchase Of ec~ur~ment therefor. .-. (Notary Seal) 59 4 5 £ ¥and Oil professional services ren· .. C • • 'rdered in connection therewith; such _.,y omm1 s s 1 tcertillcates to be payable from e<l , - %valorem· taxes ancr a lien on and ' [''pledge ·o1 the net .raven~ de~ived · 'from the """ration_ of the CitY'S Sol.-' . ~-ld Waste Dlsoo•_ at Svs_ tem. The . Certificates are tb-bit ls•ued and i this notice Is given. ·unctar end pur~ ,, •~~tnt to the11rovlsions of V.T.c_ .A .• , , ,' t.Otal Governmen) Code. SubchaP_: · i ter c '01 Chapteq71. . , \Ranetie BOYd , ,;-. . ' Cltv SecretarY. · · 'CI!Y of LubboCk. 'l',xas ·.I ;__Z::_R--76..,.1_·_----_:.--'----'-~-- I_· ·.· THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK AFFIDAVIT OF PUBLICATION § § § BEFORE ME, the undersigned authority, on this day personally appeared T.J. Aufill who, after being by me duly sworn, deposes and says that (s)he is the A ceo unt Mana~e r of the Lubbock Avalanche-Journal which is a newspaper published and having general circulation in the City of Lubbock, Texas, and that a true and correct copy of the "NOTICE OF SALE," hereto attached, was published in said paper on the following dates: MARCH 24, 1991; MARCH 31, 1991; APRIL 7, 1991; APRIL 14, 1991; APRIL 21, 1991; the date of the first publication of said notice being at least thirty (30) days prior to the date of the public sale for the obligations referred to therein. of (Notary Seal) 5 t 6 1 E ' ' Dated MaY 15, 1991: IH'Inclpaf due: February 15 of each· year as fol·' lOws: $115.~00 tach Yttr 1992. lhr-h 2000: 1110.000 In the year: 10Qlllnterest payable February IS. 1992. and each August 15 end Feb-· Nary 15 l!lereafl,r, TIIO Certlff.' Qlles Ire nat OPIIDnl!l for IH'Ior pay • . ""'"to . " I . . . . . .• " ., :·' furtller rntormitiC!n may be' ~·obtained from the Olvlslon Ot Ff· •• =~i:\~~o:k~'*!:b!;.~;?:~ Jrom First Southwesr company, I :100 First Clfy•Ctnter, noo Pacific .'Avenue. Oanu. · T«xas ·75201, Fl-; ~N~nclai.COnsuttants to the City. ' Ranetto 80Vd . ·: (,~ · :cltv~rtttary .. ·•··,,• .. :·. CitY 0, Lllbbock.f~xa.~ ;; i ,R-761, ,,, ., .:> '·' .. !._c.''""'···~--' 22 day No Text OFFICIAL BID FORM norable Mayor and City Council April 2.5, 1991 ity of Lubbock, Texas Members of the City Council: Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated April 1, 1991, of $1,111,,000 CITY OF LUBBOCK, TEXAS TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGA TION1 SERIES 1991, both of which constitute a part hereof. For your leglllly issued .Certificates, as described in said Notice of Sale and Bidding Instructions and Official Statement, we .will pay you par and accrued interest from date of issue to date of delivery to us, plus a cash premium of$ -c.·-for Certificates maturing and bearing interest as follows: Principal Interest Principal Interest Maturit~ Amount Rate Maturit~ Amount Rate 2-15-1992 $115,000 -r.~o% 2-1.5-1997 $11.5 ,ooo 6sCO% 2-1.5-1993 11.5,000 l '16 2-1.5-1998 11.5,000 i:ulO % 2-1.5-199~ 11.5,000 l.~o% 2-1.5-1999 I lS,OOO ~.';l.S"% 2-IS-199.5 11.5,000 s~go% 2-1.5-2000 11.5,000 l % 2-IS-1996 11.5,000 "'c;-.go% 2-1.5-2001 110,000 /c.~% Our calculation (which i,s not a part of this bid) of the interest cost from the above is: Total Interest Cost $ 3i~1 C\&S.oo Less Premium -o- NET INTEREST COST $ 3 "'Tbl(\f$5.00 EFFECTIVE INTEREST RATE fo,ag'-t~fa % We are having the Certificates of the following maturities J\)o,.;> ~ insured by at a premium of$ said premium to be paid by the Purchaser. Any -=fe_e_s-,-to_,..b_e_p_a.,..id.,.-to_th,...e_r_a-.ti_n_g agencies as a result of said insurance will be paid by the Cit~). The Initial 'certificate shall be registered in the name of Rauscher Pierce Ref snes'. T.vf"-'ill advise The Depository Trust Company ("DTC") of registration instructions at least five business days prior to the date set for Initial Delivery. A Cashier's Check of the First City, Texas Bank, Austin, Texas , in the amount of $22,900.00, which represents our Good Faith Deposit (k~mcii:) or (has been made available to you prior to the opening of this bid), and is submitted in accordance with the terms as set forth in the Official Statement and Notice of Sale and Bidding Instructions. We agree' to accept delivery of the Certificates utilizing the Book-Entry-Only System through DTC and make payment for the Initial Certificate in immediately available funds in the Corporate Trust Division, Texas Commerce Bank National Association, Lubbock, Texas, not later than 10:00 AM, COT, on May 30, 1991, or thereafter on the date the Certificates are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding Instructions. The unde~signed .agrees to complete, execute, and deliver to the City, at least six business days prior to delivery of the Certificates, a certificate relating to the "issue price" of the Certificates in the form and to the effect accompanying the Notice of Sale and Bidding Instructions, with such changes thereto as may be acceptable to the Clty. ' · We agree to provide in writing the initial reoffering prices and other terms, il any, to the Financial Advisor by the close of the next business day after the award. ' . Respectfully submitted,. RAUSCHER PIERCE REFSNES. INC. ' &:ASSOCIATES (see ' attached) By ~ ,_h.R:-, ~ AUthorized Representative ACCEPTANCE CLAUSE The above and foregoing bid is hereby in all things accepted by the City of Lubbock, Texas, subject to and in accordance with the Notice of Sale and Bidding Instructions, this the 25th day of April, !99\5,. • ' . J. C:.LJL.t~ . ·/ . -Mayor ' . '· · · City of Lubbock, Texas ~~d ~~~