HomeMy WebLinkAboutOrdinance - 2018-O0073 - Relating To Electric Light And Power System Revenue Bonds - 06/28/2018Ordinance No. 2018 -QOOD
ORDINANCE
relating to
CITY OF LUBBOCK, TEXAS
ELECTRIC LIGHT AND POWER SYSTEM REVENUE BONDS
Adopted: June 28, 2018
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.01 Definitions .................................................................................................. 2
Section 1.02 Findings ...................................................................................................... 6
Section 1.03 Table of Contents, Titles and Headings ..................................................... 7
Section 1.04 Interpretation .............................................................................................. 7
ARTICLE II
SECURITY FOR THE BONDS
Section 2.01 Pledge of Security ...................................................................................... 7
Section 2.02 Limited Obligations ................................................................................... 7
Section 2.03 Security Interest ......................................................................................... 8
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS
Section 3.0 I Authorization ............................................................................................. 8
Section 3.02 Date, Denomination, Maturities and Interest.. ........................................... 8
Section 3.03 Medium, Method and Place of Payment.. .................................................. 9
Section 3.04 Execution and Registration of Bonds ...................................................... 10
Section 3.05 OVvnership ................................................................................................ l 0
Section 3.06 Registration, Transfer and Exchange ....................................................... 11
Section 3.07 Cancellation ............................................................................................. 11
Section 3.08 Temporary Bonds ..................................................................................... 12
Section 3 .09 Replacement Bonds ................................................................................. 12
Section 3.10 Book-Entry Only System ......................................................................... 13
Section 3.11 Successor Securities Depository; Transfer Outside Book-Entry
Only System ............................................................................................. 14
Section 3.12 Payments to Cede & Co ........................................................................... 14
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01 Limitation on Redemption ....................................................................... 14
Section 4.02 Optional Redemption ............................................................................... 14
Section 4.03 Mandatory Sinking Fund Redemption ..................................................... 15
Section 4.04 Partial Redemption ................................................................................... 15
Section 4.05 Notice of Redemption to Owners ............................................................ 15
Section 4.06 Payment Upon Redemption ..................................................................... 16
Section 4.07 Effect of Redemption ............................................................................... 16
Section 4.08 Lapse of Payment ..................................................................................... 1 7
ARTICLE V
PA YING AGENT/REGISTRAR
Section 5.01 Appointment of Paying Agent/Registrar ................................................. 17
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Page
Section 5.02 Qualifications ........................................................................................... 17
Section 5.03 Maintaining Paying Agent/Registrar ....................................................... 17
Section 5.04 Tennination .............................................................................................. 17
Section 5.05 Notice of Change to Owners .................................................................... 17
Section 5.06 Agreement to Perform Duties and Functions ........................................... 18
Section 5.07 Delivery of Records to Successor ............................................................ 18
ARTICLE VI
FORM OF THE BONDS
Section 6.01 Form Generally ........................................................................................ 18
Section 6.02 CUSIP Registration .................................................................................. 18
Section 6.03 Legal Opinion .......................................................................................... 19
Section 6. 04 Statement of Insurance............................................................................. 1 9
ARTICLE VII
FUNDS AND ACCOUNTS
Section 7.01 Segregation of Revenues/Fund Designations .......................................... 19
Section 7.02 System Fund ............................................................................................. 19
Section 7 .03 Bond Fund ................................................................................................ 20
Section 7 .04 Payment of Bonds .................................................................................... 22
Section 7.05 Deficiencies in Funds ............................................................................... 22
Section 7.06 Security of Funds ..................................................................................... 22
ARTICLE VIII
SALE AND DELIVERY OF BONDS; DEPOSIT OF PROCEEDS
Section 8.01 Sale of Bonds; Official Statement. ........................................................... 23
Section 8.02 Control and Delivery of Bonds ................................................................ 24
Section 8.03 Deposit of Proceeds ................................................................................. 25
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01 Additional Bonds ..................................................................................... 25
Section 9.02 Rates and Charges .................................................................................... 26
Section 9.03 Maintenance and Operation; Insurance ................................................... 26
Section 9.04 Records, Accounts, Accounting Reports ................................................. 27
Section 9.05 Further Covenants .................................................................................... 27
Section 9.06 Other Representations and Covenants ..................................................... 28
Section 9.07 Federal Income Tax Exclusion ................................................................ 29
Section 9.08 Disposition of Project .............................................................................. 30
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01 Events of Default ..................................................................................... 31
Section 10.02 Remedies for Default ............................................................................... 31
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TABLE OF CONTENTS
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Page
Section 10.03 Remedies Not Exclusive .......................................................................... 31
ARTICLE XI
DISCHARGE
Section 11.01 Discharge ................................................................................................. 32
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01 Annual Reports ........................................................................................ 32
Section 12.02 Event Notices ........................................................................................... 32
Section 12.03 Identifying Information ............................................................................ 34
Section 12.04 Limitations, Disclaimers and Amendments ............................................. 34
AR TIC LE XIII
AMENDMENTS; ATTORNEY GENERAL MODIFICATION
Section 13.01 Amendments ............................................................................................ 35
Section 13 .02 Attorney General Modification ................................................................ 3 5
ARTICLE XIV
EFFECTIVE IMMEDIATELY
Section 14.01 Effective Immediately .............................................................................. 35
Exhibit A-Description of Annual Disclosure of Financial Information
Exhibit B -Sale Parameters
Exhibit C -Form of the Bonds
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A-1
B-1
C-1
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY
OF LUBBOCK, TEXAS, ELECTRIC LIGHT AND POWER
SYSTEM REVENUE BONDS; PROVIDING FOR THE A WARD
OF THE SALE THEREOF IN ACCORDANCE WITH
SPECIFIED PARA.METERS; APPROVING THE OFFICIAL
STATEMENT; APPROVING EXECUTION OF A PURCHASE
CONTRA.CT; AND ENACTING OTHER PROVISIONS
RELATING THERETO
WHEREAS, in accordance with the Constitution and laws of the State of Texas,
specifically Chapter 1502, Texas Government Code, as amended ("Chapter 1502"), the City of
Lubbock, Texas (the "City"), has previously issued its electric light and power system revenue
bonds (such outstanding revenue bonds being the "Previously Issued Bonds"), payable from and
secured by a first lien on and pledge of the net revenues of the City's Electric Light and Power
System (the "System");
WHEREAS, in the ordinances authorizing the issuance of the Previously Issued Bonds the
City reserved the right to issue, under certain conditions, additional bonds ("Additional Bonds")
on a parity as to lien and right with the Previously Issued Bonds;
WHEREAS, the conditions precedent to the issuance of Additional Bonds under the
ordinances authorizing the issuance of the Previously Issued Bonds have occurred and are existing,
and the City intends to issue pursuant to this Ordinance its revenue bonds as additional bonds on
a parity with the Previously Issued Bonds;
WHEREAS, the City Council of the City (the "City Council") hereby finds and determines
that electric light and power system revenue bonds secured by a first lien on and pledge of the Net
Revenues of the System on a parity with the Previously Issued Bonds should be issued for the
purposes of acquiring, purchasing, constructing, improving, renovating, enlarging, and/or
equipping property, buildings, structures, facilities, and/or related infrastructure for the System;
WHEREAS, the revenue bonds hereinafter authorized are to be issued and delivered
pursuant to Chapter 1502 and in accordance with the general laws of the State of Texas;
WHEREAS, the City is an "Issuer" within the meaning of Chapter 13 71 , Texas
Government Code ("Chapter 13 71 "), as amended, and the City Council desires to delegate,
pursuant to Chapter 13 71 and the parameters of this Ordinance, to the Authorized Officer
(hereinafter defined), the authority to approve the principal amount, the interest rate, the number
of series, the price and the other terms of the bonds authorized hereby and to otherwise take such
actions as are necessary and appropriate to effect the sale of such bonds;
WHEREAS, the meeting at which this Ordinance is considered is open to the public as
required by law, and public notice of the time, place and purpose of said meeting was given as
required by Chapter 551, Texas Government Code, as amended; therefore,
4148-1604-7635. l
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.01 Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in this
Ordinance, the following terms shall have the meanings specified below:
"Additional Bonds" means the additional parity obligations the City reserves the right to
issue in accordance with the terms and conditions prescribed in Section 9.01 hereof.
"Authorized Officer" means each of the Mayor, the City Manager and the Chief Financial
Officer, acting individually.
"Average Annual Debt Service" means that amount which, at the time of computation, is
derived by dividing the total amount of Debt Service to be paid over a period of years as the same
is scheduled to become due and payable by the number of years taken into account in determining
the total Debt Service. Capitalized interest payments provided from bond proceeds shall be
excluded in making the aforementioned computation.
"Bond" means any of the Bonds.
"Bond Date" means the date designated as the initial date of the Bonds by Section 3.02(a)
of this Ordinance.
"Bond Purchase Contract" means any bond purchase contract approved in Section 8.0l(b)
of this Ordinance.
"Bonds" means the City's bonds authorized to be issued by Section 3.01 of this Ordinance.
"Bonds Similarly Secured" means the Previously Issued Bonds, the Bonds and Additional
Bonds, if any.
"Business Day" means any day other than a Saturday, Sunday or legal holiday or other day
on which banking institutions in the city where the Designated Payment/Transfer Office of the
Paying Agent/Registrar is located are required or authorized by law or executive order to close.
"Chief Financial Officer" means the Chief Financial Officer of the City or such other City
employee who has assumed the duties of the Chief Financial Officer.
"City" means the City of Lubbock, Texas.
"Closing Date" means the date of the initial delivery of and payment for Bonds.
"Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any,
enacted on or before the Issue Date.
4148-1604-7635. I 2
"Computation Date" has the meaning stated in Section 1.148-1 (b) of the Regulations.
"Credit Facility" means any agreement of the City entered into with a financial institution
in connection with and for the purpose of (i) enhancing or supporting the creditworthiness of (A) a
series of Bonds Similarly Secured or (B) all of the Bonds Similarly Secured, (ii) providing a surety
policy in order to fund all or a portion of the Required Reserve for the Bonds Similarly Secured,
or (iii) providing liquidity with respect to a series of Bonds Similarly Secured which by their terms
are subject to tender for purchase, and which, by its terms, creates a liability on the part of the City
on a parity with the Bonds Similarly Secured; provided that, on the date any such credit facility is
issued, any rating agency having an outstanding rating on the Bonds Similarly Secured would not
lower the rating on the Bonds Similarly Secured as confirmed in writing by such rating agency. A
determination by the City contained in the ordinance authorizing the issuance of Bonds Similarly
Secured and/or authorizing the execution and delivery of a Credit Facility that such agreement
constitutes a Credit Facility under this definition shall be conclusive as against all Owners.
"Debt Service" means, as of any particular date of computation, with respect to any series
of obligations and with respect to any period, the aggregate of the amounts to be paid or set aside
by the City as of such date or in such period for the payment of the principal of, premium, if any,
and interest (to the extent not capitalized) on such obligations; assuming in the case of obligations
required to be redeemed or prepaid as to principal prior to maturity, the principal amounts thereof
will be redeemed prior to maturity in accordance with the mandatory redemption provisions
applicable thereto.
"Designated Paymentffransfer Office" means the Designated Payment/Transfer Office, as
designated in the Paying Agent/Registrar Agreement, or such other location designated by the
Paying Agent/Registrar.
"DTC" means The Depository Trust Company ofNew York, New York, or any successor
securities depository.
"DTC Participant" means brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"EMMA" means the Electronic Municipal Market Access System.
"Event of Default" means any event of default as defined in Section 10.01 of this
Ordinance.
"Fiscal Year" means the twelve (12) month accounting period used by the City in
connection with the operations of the System which may be any twelve (12) consecutive month
period established by the City.
"Fund" means any of the funds, accounts or a portion of a fund or account, confirmed
and/or established pursuant to Article VII hereof.
"Gross Proceeds" has the meaning stated in Section 1.148-l(b) of the Regulations.
4148-1604-7635.1 3
"Initial Bond" means the initial bond or bonds authorized by Section 3.04 of this
Ordinance.
"Interest Payment Date" means the date or dates on which interest on the Bonds is
scheduled to be paid until their respective dates of maturity or prior redemption, as set forth in the
Pricing Certificate.
"Investment" has the meaning stated in Section 1.148-1 (b) of the Regulations.
"Issue Date" for each series of Bonds or other obligations of the City is the respective date
on which such series of Bonds or other obligations of the City is delivered against payment
therefor.
"MSRB" means the Municipal Securities Rulemaking Board.
"Net Revenues" means the gross revenues of the System less expenses of operation and
maintenance. Such expenses of operation and maintenance shall not include depreciation charges
or amounts or Funds pledged for the Bonds Similarly Secured, but shall include all salaries, labor,
materials, repairs, and extensions necessary to render services; provided, however, that in
determining "Net Revenues," only such repairs and extensions as in the judgment of the City
Council, reasonably and fairly exercised, are necessary to keep the System in operation and render
adequate service to the City and inhabitants thereof, or such as might be necessary to meet some
physical accident or condition which otherwise would impair the security of the Bonds Similarly
Secured, shall be deducted.
"Net Sale Proceeds" has the meaning stated in Section 1.148-1 (b) of the Regulations.
"Nonpurpose Investment" has the meaning stated in Section 1.148-1 (b) of the Regulations.
"Official Statement" means a document described in Section 8.01 ( c) prepared for
dissemination to potential investors in connection with the public offering and sale of Bonds.
"Outstanding" when used in this Ordinance with respect to Bonds Similarly Secured,
means, as of the date of determination, all Bonds Similarly Secured theretofore sold, issued and
delivered by the City, except:
(1) those Bonds Similarly Secured cancelled or delivered to the transfer agent
or registrar for cancellation in connection with the exchange or transfer of such obligations;
(2) those Bonds Similarly Secured paid or deemed to be paid in accordance
with the provisions of Section 11.01 of this Ordinance; and
(3) those Bonds Similarly Secured that have been mutilated, destroyed, lost, or
stolen and replacement bonds have been registered and delivered in lieu thereof.
"Owner" means the person who is the registered owner of a Bond or Bonds, as shown in
the Register.
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"Paying Agent/Registrar" means the bank or trust company identified in the Paying
Agent/Registrar Agreement referred to in Section 5.0 l of this Ordinance, or any successor thereto
as provided in this Ordinance.
"Preliminary Official Statement" means a document described in Section 8.0l(c) prepared
for dissemination to potential investors prior to the availability of the final Official Statement.
"Previously Issued Bonds" means the Outstanding and unpaid revenue bonds payable from
and secured by a first lien on and pledge of the Net Revenues of the System, further identified as
follows:
(1) City of Lubbock, Texas, Electric Light and Power System Revenue Bonds,
Series 2010, dated October 15, 2010, issued in the original principal amount of $73,295,000,
currently outstanding in the aggregate principal amount of $16,970,000, and maturing on April 15
in each of the years 2019 through 2020, inclusive;
(2) City of Lubbock, Texas, Electric Light and Power System Revenue
Refunding and Improvement Bonds, Series 2013, dated April 15, 2013, issued in the original
principal amount of $16,570,000, currently outstanding in the aggregate principal amount of
$8,580,000, and maturing on April 15 in each of the years 2019 through 2024, inclusive;
(3) City of Lubbock, Texas, Electric Light and Power System Revenue Bonds,
Series 2014, dated May 1, 2014, issued in the original principal amount of $16,245,000, currently
outstanding in the aggregate principal amount of $12,610,000, and maturing on April 15 in each
of the years 2019 through 2034, inclusive;
(4) City of Lubbock, Texas, Electric Light and Power System Revenue Bonds,
Series 2015, dated April 15, 2015, issued in the original principal amount of $11,865,000, currently
outstanding in the aggregate principal amount of $10,630,000, and maturing on April 15 in each
of the years 2019 through 2035, inclusive;
(5) City of Lubbock, Texas, Electric Light and Power System Revenue Bonds,
Series 2016, dated April 15, 2016, issued in the original principal amount of $7,535,000, currently
outstanding in the aggregate principal amount of$6,925,000, and maturing on April 15 in each of
the years 2019 through 2036, inclusive, and in the years 2014 and 2046; and
(6) City of Lubbock, Texas, Electric Light and Power System Revenue Bonds,
Series 2017, dated August 15, 2017, issued in the original principal amount of $17,760,000,
currently outstanding in the aggregate principal amount of $17,460,000, and maturing on April 15
in each of the years 2019 through 203 7, inclusive, and in the years 2042 and 2046.
"Pricing Certificate" means a certificate or certificates signed by an Authorized Officer
establishing the terms and features of each series of Bonds in accordance with Section 8.01 hereof
"Proceeds" has the meaning stated in Section 1.148-1 (b) of the Regulations.
"Rebate Amount" has the meaning stated in Section 1.148-3 of the Regulations.
4148-1604-7635. I 5
"Record Date" means the date specified in the Pricing Certificate.
"Register" means the Register specified in Section 3.06(a) of this Ordinance.
"Regulations" means the final or temporary Income Tax Regulations applicable to the
Bonds issued pursuant to Sections 141 through 150 of the Code. Any reference to a section of the
Regulations shall also refer to any successor provision to such section hereafter promulgated by
the Internal Revenue Service pursuant to Sections 141 through 150 of the Code and applicable to
the Bonds.
"Representation Letter" means the Blanket Letter of Representations between the City and
DTC.
"Representative" means the representative for the Underwriters named m the Bond
Purchase Contract.
"Reserve Fund Obligations" means cash or investment securities of any of the type or types
pel1Ilitted under Section 7.06 of this Ordinance.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Special Payment Date" means the Special Payment Date prescribed by Section 3.03(b).
"Special Record Date" means the Special Record Date prescribed by Section 3.03(b).
"System" means all properties, real, personal, mixed or otherwise, now owned or hereafter
acquired by the City through purchase, construction or otherwise, and used in connection with the
City's Electric Light and Power System and in anywise pertaining thereto, whether situated within
or without the limits of the City.
"Term Bonds" has the meaning set forth in Section 4.03 hereof.
"Unclaimed Payments" mean money deposited with the Paying Agent/Registrar for the
payment of principal of, premium, if any, or interest on the Bonds as the same come due and
payable and remaining unclaimed by the Owners of such Bonds after the applicable payment or
redemption date.
"Underwriters" mean the entities named as underwriters in the Bond Purchase Contract.
"Yield of'
(i) any Investment shall be computed in accordance with Section 1.148-5 of
the Regulations, and
(ii)
Regulations.
4148-1604-763 5.1
the Bonds shall be computed in accordance with Section 1.148-4 of the
6
Section 1.02 Findings.
The declarations, determinations and findings declared, made and found in the preamble
to this Ordinance are hereby adopted, restated and made a part of the operative provisions hereof.
Section 1.03 Table of Contents. Titles and Headings.
The table of contents, titles and headings of the Articles and Sections of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof
and shall not in any way modify or restrict any of the terms or provisions hereof and shall never
be considered or given any effect in construing this Ordinance or any provision hereof or in
ascertaining intent, if any question of intent should arise.
Section 1.04 Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural number
and vice versa.
(b) Any action required to be taken on a date which is not a Business Day shall be done
on the next succeeding Business Day and have the same effect as if done on the date so required.
(c) Any duty, responsibility, privilege, power or authority conferred by this Ordinance
upon an officer shall extend to an individual who occupies such office in an interim, acting or
provisional capacity.
(d) This Ordinance and all the terms and provisions hereof shall be liberally construed
to effectuate the purposes set forth herein.
ARTICLE II
SECURITY FOR THE BONDS
Section 2.01 Pledge of Security.
The City hereby covenants and agrees that all of the Net Revenues derived from the
operation of the System, with the exception of those in excess of the amounts required to establish
and maintain the special Funds created for the payment and security of the Bonds Similarly
Secured, are hereby irrevocably pledged for the payment of the Previously Issued Bonds, the
Bonds and Additional Bonds, if issued, and the interest thereon, and it is hereby ordained that the
Previously Issued Bonds, the Bonds and Additional Bonds, if issued, and the interest thereon, shall
constitute a first lien on the Net Revenues of the System and be valid and binding without any
physical delivery thereof or further act by the City as provided in Chapter 1208, Texas Government
Code, as amended.
4148-1604-7635. 1 7
Section 2.02 Limited Obligations.
The Bonds, together with the Previously Issued Bonds and any Additional Bonds, are
special obligations of the City, payable solely from the pledged Net Revenues, and do not
constitute a prohibited indebtedness of the City. Neither the Bonds nor any Additional Bonds shall
ever be payable out of funds raised or to be raised by taxation.
Section 2.03 Security Interest.
The City represents that, under Chapter 1208, Texas Government Code, as amended
("Chapter 1208"), a security interest in the Net Revenues pledged to the payment of the Bonds that
is created by the City is valid and effective according to the terms of the security agreement and is
perfected from the time the security agreement is entered into or adopted continuously through the
termination of the security interest, without physical delivery or transfer of control of the property,
filing of a document, or another act. The City covenants that, if Chapter 1208 is amended at any
time while the Bonds are outstanding and unpaid, the City shall take all actions required in order
to preserve for the Owners of the Bonds a perfected security interest in the property in which such
security interest is granted pursuant to Section 2.01 hereof.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section 3.01 Authorization.
The City's electric light and power system revenue bonds are hereby authorized to be
issued and delivered in accordance with the Constitution and laws of the State of Texas, including
specifically Chapter 13 71, Chapter 1502, and Article VIII of the Charter of the City. The Bonds
shall be issued in one or more series, from time to time, on the dates, in the principal amount, and
bearing the title or designation set forth in the Pricing Certificate therefor for the purposes of (i)
paying the costs of acquiring, purchasing, constructing, improving, renovating, enlarging, and/or
equipping property, buildings, structures, facilities, and/or related infrastructure for the System,
(ii) funding capitalized interest for the Bonds, (iii) funding the reserve fund requirement for the
Bonds, and (iv) paying the costs of issuing the Bonds. The aggregate principal amount of all Bonds
issued pursuant to this Ordinance shall not exceed $110,000,000.
Section 3.02 Date, Denomination, Maturities and Interest.
(a) The Bonds shall be dated the date set forth in the Pricing Certificate. The Bonds
shall be in fully registered form, without coupons, in the denomination of $5,000 or any integral
multiple thereof, and shall be numbered separately from one upward or such other designation
acceptable to the City and the Paying Agent/Registrar, except the Initial Bond, which shall be
numbered T~l, or in such other manner provided in the Pricing Certificate.
(b) The Bonds shall mature on the date or dates, in the years and in the principal
amounts set forth in the Pricing Certificate; provided, that the maximum maturity for the Bonds
shall not exceed the number of years set forth in Exhibit B.
4148-1604-7635. l 8
(c) Interest shall accrue and be paid on each Bond respectively until its maturity or
prior redemption, from the later of the date set forth in the Pricing Certificate or the most recent
Interest Payment Date to which interest has been paid or provided for at the rates per annum for
each respective maturity specified in the Pricing Certificate. Such interest shall be payable on each
Interest Payment Date until maturity or prior redemption. Interest on the Bonds shall be calculated
on the basis of a three hundred sixty (360) day year composed of twelve (12) months of thirty
(30) days each, or on such other basis as set forth in the Pricing Certificate.
Section 3.03 Medium, Method and Place of Payment.
(a) The principal of, premium, if any, and interest on the Bonds shall be paid in lawful
money of the United States of America.
(b) Interest on the Bonds shall be payable to each Owner as shown in the Register at
the close of business on the Record Date; provided, however, in the event of nonpayment ofinterest
on a scheduled Interest Payment Date and for 30 days thereafter, a new record date for such interest
payment (a ''Special Record Date") shall be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (the "Special Payment
Date," which shall be 15 days after the Special Record Date) shall be sent at least five Business
Days prior to the Special Record Date by first-class United States mail, postage prepaid, to the
address of each Owner of a Bond appearing on the Register at the close of business on the last
Business Day next preceding the date of mailing of such notice.
(c) Interest shall be paid by check, dated as of the Interest Payment Date, and sent by
the Paying Agent/Registrar to each Owner by United States mail, first class postage prepaid, to the
address of each Owner as it appears in the Register, or by such other customary banking
arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, the
Owner shall bear all risk and expense of such other banking arrangement. At the option of an
Owner of at least $1,000,000 principal amount of the Bonds, interest may be paid by wire transfer
to the bank account of such Owner on file with the Paying Agent/Registrar.
(d) The principal of each Bond shall be paid to the Owner thereof on the due date
(whether at the maturity date or the date of prior redemption thereof) upon presentation and
surrender of such Bond at the Designated Payment/Transfer Office.
(e) If the date for the payment of the principal of, premium, if any, or interest on the
Bonds is not a Business Day, then the date for such payment shall be the next succeeding day that
is a Business Day, and payment on such date shall have the same force and effect as if made on
the original date payment was due and no additional interest shall be due by reason of nonpayment
on the date on which such payment is otherwise stated to be due and payable.
(f) Unclaimed Payments shall be segregated in a special escrow account and held in
trust, uninvested by the Paying Agent/Registrar, for the accounts of the Owners of the Bonds to
which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code, Unclaimed
Payments remaining unclaimed by the Owners entitled thereto for three years after the applicable
payment or redemption date shall be applied to the next payment or payments on the Bonds
4148-1604-7635. l 9
thereafter coming due and, to the extent any such money remains three (3) years after the
retirement of all outstanding Bonds, shall be paid to the City to be used for any lawful purpose.
Thereafter, neither the City, the Paying Agent/Registrar nor any other person shall be liable or
responsible to any owners of such Bonds for any further payment of such unclaimed monies or on
account of any such Bonds, subject to Title 6 of the Texas Property Code.
Section 3.04 Execution and Registration of Bonds.
(a) The Bonds shall be executed on behalf of the City by the Mayor and the City
Secretary, by their manual or facsimile signatures, and the official seal of the City shall be
impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the
same effect as if each of the Bonds had been signed manually and in person by each of said officers,
and such facsimile seal on the Bonds shall have the same effect as if the official seal of the City
had been manually impressed upon each of the Bonds.
(b) In the event that any officer of the City whose manual or facsimile signature appears
on the Bonds ceases to be such officer before the authentication of such Bonds or before the
delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for
all purposes as if such officer had remained in such office.
(c) Except as provided below, no Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Ordinance unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided in the form of bond
attached hereto as Exhibit C, duly authenticated by manual execution by an officer or duly
authorized signatory of the Paying Agent/Registrar. It shall not be required that the same officer
or authorized signatory of the Paying Agent/Registrar sign the Certificate of Paying
Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar
described above, the Initial Bond delivered at the Closing Date shall have attached thereto the
Comptroller's Registration Certificate substantially in the form provided in the form of bond
attached hereto as Exhibit C, manually executed by the Comptroller of Public Accounts of the
State of Texas, or by his duly authorized agent, which Certificate shall be evidence that the Bond
has been duly approved by the Attorney General of the State of Texas, that it is a valid and binding
obligation of the City and that it has been registered by the Comptroller of Public Accounts of the
State of Texas.
(d) On the Closing Date, one Initial Bond of each series reflecting the terms set forth
in the Pricing Certificate and representing the entire principal amount of all Bonds of such series,
payable in stated installments to the Representative, or its designee, executed by the Mayor and
City Secretary of the City by their manual or facsimile signatures, approved by the Attorney
General, and registered and manually signed by the Comptroller of Public Accounts, will be
delivered to the Representative or its designee. Upon payment for the Initial Bond, the Paying
Agent/Registrar shall cancel the Initial Bond and deliver a single registered, definitive Bond for
each maturity, in the aggregate principal amount thereof, to OTC on behalf of the Underwriters.
4148-1604-7635. I 10
Section 3.05 Ownership.
(a) The City, the Paying Agent/Registrar and any other person may treat the person in
whose name any Bond is registered as the absolute owner of such Bond for the purpose of making
and receiving payment as provided herein (except interest shall be paid to the person in whose
name such Bond is registered on the Record Date or Special Record Date, as applicable), and for
all other purposes, whether or not such Bond is overdue, and neither the City nor the Paying
Agent/Registrar shall be bound by any notice or knowledge to the contrary.
(b) All payments made to the Owner of a Bond shall be valid and effectual and shall
discharge the liability of the City and the Paying Agent/Registrar upon such Bond to the extent of
the sums paid.
Section 3.06 Registration, Transfer and Exchange.
(a) So long as any Bonds remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the "Register") in
which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall
provide for the registration and transfer of Bonds in accordance with this Ordinance.
(b) The ownership of a Bond may be transferred only upon the presentation and
surrender of the Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar
with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar.
No transfer of any Bond shall be effective until entered in the Register.
( c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the
Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds of the
same series, maturity and interest rate and in any denomination or denominations of any integral
multiple of $5,000 and in an aggregate principal amount equal to the unpaid principal amount of
the Bonds presented for exchange. The Paying Agent/Registrar is hereby authorized to
authenticate and deliver Bonds exchanged for other Bonds in accordance with this Section.
(d) Each exchange Bond delivered by the Paying Agent/ Registrar in accordance with
this Section shall constitute an original contractual obligation of the City and shall be entitled to
the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which
such exchange Bond is delivered.
( e) No service charge shall be made to the Owner for the initial registration, subsequent
transfer, or exchange for any different denomination of any of the Bonds. The Paying
Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other
governmental charge that is authorized to be imposed in connection with the registration, transfer
or exchange of a Bond.
(f) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer,
or exchange any Bond called for redemption, in whole or in part, where such redemption is
scheduled to occur within forty-five (45) calendar days after the transfer or exchange date;
provided, however, such limitation shall not be applicable to an exchange by the Owner of the
uncalled principal balance of a Bond.
4148-1604-7635. 1 11
Section 3.07 Cancellation.
All Bonds paid or redeemed before scheduled maturity in accordance with this Ordinance,
and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and
delivered in accordance with this Ordinance, shall be cancelled and proper records shall be made
regarding such payment, redemption, exchange or replacement. The Paying Agent/Registrar shall
then return such cancelled Bonds to the City or may in accordance with law destroy such cancelled
Bonds and periodically furnish the City with certificates of destruction of such Bonds.
Section 3.08 Temporary Bonds.
(a) Following the delivery and registration of the Initial Bond and pending the
preparation of definitive Bonds, the proper officers of the City may execute and, upon the City's
request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds
that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered,
without coupons, and with such appropriate insertions, omissions, substitutions and other
variations as the officers of the City executing such temporary Bonds may determine, as evidenced
by their signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall
be entitled to the benefit and security of this Ordinance.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Paying Agent/Registrar the Bonds in definitive form; thereupon, upon the presentation and
surrender of the Bonds in temporary form to the Paying Agent/Registrar, the Paying
Agent/Registrar shall cancel the Bonds in temporary form and shall authenticate and deliver in
exchange therefor Bonds of the same maturity and series, in definitive form, in the authorized
denomination, and in the same aggregate principal amount, as the Bonds in temporary form
surrendered. Such exchange shall be made without the making of any charge therefor to any
Owner.
Section 3.09 Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a
replacement Bond of the same series and of like tenor and principal amount, bearing a number not
contemporaneously outstanding. The City or the Paying Agent/Registrar may require the Owner
of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is
authorized to be imposed in connection therewith and any other expenses connected therewith.
(b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the
Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence
of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Bond of the same series and of like tenor and principal
amount, bearing a number not contemporaneously outstanding, provided that the Owner first:
4148-1604-7635. I 12
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or
her ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar to save it and the City harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other
governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the
Paying Agent/Registrar.
(c) If, after the delivery of such replacement Bond, a bona fide purchaser of the original
Bond in lieu of which such replacement Bond was issued presents for payment such original Bond,
the City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from
the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser,
and shall be entitled to recover upon the security or indemnity provided therefor to the extent of
any loss, damage, cost or expense incurred by the City or the Paying Agent/Registrar in connection
therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken
Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and
payable or may pay such Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute
an original additional contractual obligation of the City and shall be entitled to the benefits and
security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such
replacement Bond is delivered.
Section 3.10 Book-Entry Only System.
(a) Notwithstanding any other provision hereof, upon initial issuance of the Bonds, the
ownership of the Bonds shall be registered in the name of Cede & Co., as nominee of DTC. The
definitive Bonds shall be initially issued in the form of a single separate fully registered certificate
for each of the maturities thereof.
(b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC,
the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
Participant or to any person on behalf of whom such a DTC Participant holds an interest in the
Bonds. Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the
records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the
Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown
on the Register, of any notice with respect to the Bonds, including any notice of redemption, or
(iii) the payment to any DTC Participant or any other person, other than a Bondholder, as shown
in the Register of any amount with respect to principal of, premium, if any, or interest on the
414&-1604-7635 .1 13
Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the City and the
Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond
is registered in the Register as the absolute owner of such Bond for the purpose of payment of
principal of, premium, if any, and interest on such Bonds, for the purpose of giving notices of
redemption and other matters with respect to such Bond, for the purpose of registering transfer
with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar
shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of
the respective owners, as shown in the Register as provided in this Ordinance, or their respective
attorneys duly authorized in writing, and all such payments shall be valid and effective to fully
satisfy and discharge the City's obligations with respect to payment of principal of, premium, if
any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an
Owner, as shown in the Register, shall receive a certificate evidencing the obligation of the City
to make payments of amounts due pursuant to this Ordinance. Upon delivery by OTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., the word "Cede & Co." in this Ordinance shall refer to such new
nominee of OTC.
(c) The Representation Letter previously executed and delivered by the City, and
applicable to the City's obligations delivered in book.entry only form to DTC as securities
depository, is hereby ratified and approved for the Bonds.
Section 3.11 Successor Securities Depository; Transfer Outside Book-Entry Only
System.
In the event that the City or the Paying Agent/Registrar determines that OTC is incapable
of discharging its responsibilities described herein and in the Representation Letter of the City to
OTC, or in the event OTC discontinues the services described herein, the City or the Paying
Agent/Registrar shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify OTC and OTC
Participants of the appointment of such successor securities depository and transfer one or more
separate Bonds to such successor securities depository or (ii) notify OTC and OTC Participants of
the availability through OTC of Bonds and transfer one or more separate Bonds to OTC
Participants having Bonds credited to their OTC accounts. In such event, the Bonds shall no longer
be restricted to being registered in the Register in the name of Cede & Co., as nominee of OTC,
but may be registered in the name of the successor securities depository, or its nominee, or in
whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance
with the provisions of this Ordinance.
Section 3.12 Payments to Cede & Co.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Bonds are registered in the name of Cede & Co., as nominee of OTC, all payments with respect to
principal of, premium, if any, and interest on such Bonds, and all notices with respect to such
Bonds, shall be made and given, respectively, in the manner provided in the Representation Letter.
4 l 48-1604-76351 14
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01 Limitation on Redemption.
The Bonds shall be subject to redemption before scheduled maturity only as provided in
this Article IV and in the Pricing Certificate.
Section 4.02 Optional Redemption.
(a) The City reserves the option to redeem Bonds in the manner provided in the Form
of Bond attached hereto as Exhibit C, with such changes as are required by the Pricing Certificate.
(b) If less than all of the Bonds are to be redeemed pursuant to an optional redemption,
the City shall determine the maturity or maturities and the amounts thereof to be redeemed and
shall direct the Paying Agent/Registrar to call by lot, or by any other customary method that results
in a random selection, the Bonds, or portions thereof, within such maturity or maturities and in
such principal amounts for redemption.
(c) The City, at least forty-five (45) days before the redemption date, unless a shorter
period shall be satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar
of such redemption date and of the principal amount of Bonds to be redeemed.
Section 4.03 Mandatory Sinking Fund Redemption.
Bonds designated as "Tenn Bonds," if any, in the Pricing Certificate are subject to
scheduled mandatory redemption and will be redeemed by the City, out of moneys available for
such purpose in the Interest and Sinking Fund, in the manner provided in the Form of Bond
attached hereto as Exhibit C, with such changes as are required by the Pricing Certificate. Term
Bonds shall be subject to mandatory redemption at the price, on the dates, and in the respective
principal amounts set forth in the Pricing Certificate.
Section 4.04 Partial Redemption.
(a) A portion ofa single Bond of a denomination greater than $5,000 may be redeemed,
but only in a principal amount equal to $5,000 or any integral multiple thereof. If such a Bond is
to be partially redeemed, the Paying Agent/Registrar shall treat each $5,000 portion of the Bond
as though it were a single Bond for purposes of selection for redemption.
(b) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar, in
accordance with Section 3.06 of this Ordinance, shall authenticate and deliver an exchange Bond
or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so
surrendered, such exchange being without charge.
(c) The Paying Agent/Registrar shall promptly notify the City in writing of the
principal amount to be redeemed of any Bond as to which only a portion thereof is to be redeemed.
4148-1604-7635.1 15
Section 4.05 Notice of Redemption to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by
sending notice by United States mail, first class postage prepaid, not less than thirty (30) days
before the date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed,
at the address shown on the Register at the close of business on the Business Day next preceding
the date of mailing such notice.
(b) The notice shall state the redemption date, the redemption price, the place at which
the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be
redeemed, an identification of the Bonds or portions thereof to be redeemed.
(c) The City reserves the right to give notice of its election or direction to redeem
Bonds under Section 4.02 conditioned upon the occurrence of subsequent events. Such notice may
state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities,
in an amount equal to the amount necessary to effect the redemption, with the Paying
Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption
date or (ii) that the City retains the right to rescind such notice at any time prior to the scheduled
redemption date if the City delivers a certificate of the City to the Paying Agent/Registrar
instructing the Paying Agent/Registrar to rescind the redemption notice, and such notice and
redemption shall be of no effect if such moneys and/or authorized securities are not so deposited
or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such
rescission of a conditional notice of redemption to the affected Owners. Any Bonds subject to
conditional redemption where redemption has been rescinded shall remain Outstanding, and the
rescission shall not constitute an event of default. Further, in the case of a conditional redemption,
the failure of the City to make moneys and/or authorized securities available in part or in whole
on or before the redemption date shall not constitute an event of default.
(d) Any notice given as provided in this Section shall be conclusively presumed to have
been duly given, whether or not the Owner receives such notice.
Section 4.06 Payment Upon Redemption.
(a) Before or on each redemption date, the City shall deposit with the Paying
Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying
Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date
by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar
from the City and shall use such funds solely for the purpose of paying the principal of and accrued
interest on the Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called for redemption at the
Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying
Agent/Registrar shall pay the principal of and accrued interest on such Bond to the date of
redemption from the money set aside for such purpose.
4148-1604-7635. l 16
Section 4.07 Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.05 of this
Ordinance and subject to any conditions or rights reserved by the City under Section 4.05(c), the
Bonds or portions thereof called for redemption shall become due and payable on the date fixed
for redemption and, unless the City defaults in its obligation to make provision for the payment of
the principal thereof, or accrued interest thereon, such Bonds or portions thereof shall cease to bear
interest from and after the date fixed for redemption, whether or not such Bonds are presented and
surrendered for payment on such date.
(b) If the City shall fail to make provision for payment of all sums due on a redemption
date, then any Bond or portion thereof called for redemption shall remain Outstanding and continue
to bear interest at the rate stated on the Bond until due provision is made for the payment of same
by the City.
Section 4.08 Lapse of Payment.
Money set aside for the redemption of Bonds and remaining unclaimed by the Owners of
such Bonds shall be subject to the provisions of Section J .03(f) hereof.
ARTICLE V
PA YING AGENT/REGISTRAR
Section 5.01 Appointment of Paying Agent/Registrar.
The form of Paying Agent/Registrar Agreement presented at the meeting at which this
Ordinance was approved and the appointment of the Paying Agent/Registrar identified therein are
hereby approved.
The Mayor is hereby authorized and directed to execute the Paying Agent/Registrar
Agreement with the Paying Agent/Registrar, specifying the duties and responsibilities of the City
and the Paying Agent/Registrar, in substantially the form presented at the meeting at which this
Ordinance was approved with such changes as may be approved by an Authorized Officer. The
signature of the Mayor shall be attested by the City Secretary.
Section 5.02 Qualifications.
Each Paying Agent/Registrar shall be a commercial bank, a trust company organized under
the laws of the State of Texas, or any other entity duly qualified and legally authorized to serve as
and perform the duties and services of paying agent and registrar for the Bonds.
Section 5.03 Maintaining Paying Agent/Registrar.
(a) At all times while any Bonds are Outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 5.02 of this Ordinance.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the City
will promptly appoint a replacement.
4148-1604-7635.1 17
Section 5.04 Termination.
The City, upon not less than sixty (60) days' notice, reserves the right to terminate the
appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be
terminated written notice of such termination.
Section 5.05 Notice of Change to Owners.
Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will
cause notice of the change to be sent to each Owner by United States mail, first class postage
prepaid, at the address in the Register thereof, stating the effective date of the change and the name
and mailing address of the replacement Paying Agent/Registrar.
Section 5.06 Agreement to Perform Duties and Functions.
By accepting the appointment as Paying Agent/Registrar and executing the Paying
Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the provisions
of this Ordinance and that it will perform the duties and functions of Paying Agent/Registrar
prescribed thereby.
Section 5.07 Delivery of Records to Successor.
If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the
appointment of the successor, will de Ii ver the Register ( or a copy thereof) and all other pertinent
books and records relating to the Bonds to the successor Paying Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.01 Form Generally.
(a) The Bonds, including the Registration Certificate of the Comptroller of Public
Accounts of the State of Texas, the Certificate of the Paying Agent/Registrar, and the Assignment
form to appear on each of the Bonds, (i) shall be generally in the form set forth in Exhibit C hereto,
with such appropriate insertions, omissions, substitutions, and other variations as are permitted or
required by this Ordinance and the Pricing Certificate, and (ii) may have such letters, numbers, or
other marks of identification (including identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the American Bankers Association) and such
legends and endorsements (including any reproduction of an opinion of counsel) thereon as,
consistently herewith, may be determined by the City or by the officers executing such Bonds, as
evidenced by their execution thereof.
(b) Any portion of the text of any Bonds may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds shall be typewritten, photocopied, printed, lithographed, or
engraved, and may be produced by any combination of these methods or produced in any other
4148-1604-7635. I 18
similar manner, all as determined by the officers executing such Bonds, as evidenced by their
execution thereof.
(d) The Initial Bond submitted to the Attorney General of the State of Texas may be
typewritten and photocopied or otherwise reproduced.
Section 6.02 CUSIP Registration.
The City or the Representative may secure identification numbers through CUSIP Global
Services, managed on behalf of the American Bankers Association by Standard & Poor's Financial
Services LCC, and may authorize the printing of such numbers on the face of the Bonds. It is
expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall
be of no significance or effect as regards the legality thereof and neither the City nor the attorneys
approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly
printed on the Bonds.
Section 6.03 Legal Opinion.
The approving legal opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, may
be attached to or printed on the reverse side of each Bond over the certification of the City
Secretary of the City, which may be executed in facsimile.
Section 6.04 Statement of Insurance.
A statement relating to a municipal bond insurance policy, if any, issued for any Bond or
Bonds may be printed on or attached to each such Bond.
ARTICLE VII
FUNDS AND ACCOUNTS
Section 7.01 Segregation of Revenues/Fund Designations.
All receipts, revenues and income derived from the operation and ownership of the System
shall be kept separate from other funds of the City and deposited within twenty-four (24) hours
after collection into the "Electric Light and Power System Fund" (created and established in
connection with the issuance of the Previously Issued Bonds), which Fund (hereinafter referred to
as the "System Fund") is hereby reaffirmed and shall continue to be kept and maintained at an
official depository bank of the City while the Bonds remain Outstanding. Furthermore, the
"Special Electric Light and Power System Revenue Bond Retirement and Reserve Fund"
(hereinafter referred to as the "Bond Fund"), created and established in connection with the
issuance of the Previously Issued Bonds, is hereby reaffirmed and shall continue to be maintained
by the City while the Bonds remain Outstanding. The Bond Fund is and shall continue to be kept
and maintained at the City's official depository bank, and moneys deposited in the Bond Fund
shall be used for no purpose other than for the payment, redemption and retirement of Bonds
Similarly Secured.
4148-1604-7635. I 19
Section 7.02 System Fund.
The City hereby reaffirms its covenant to the Owners of the Previously Issued Bonds and
agrees with the owners of the Bonds that the moneys deposited in the System Fund shall be used
first for the payment of the reasonable and proper expenses of operating and maintaining the
System. All moneys deposited in the System Fund in excess of the amounts required to pay
operating and maintenance expenses of the System shall be applied and appropriated, to the extent
required and in the order of priority prescribed, as follows:
(a) To the payment of the amounts required to be deposited in the Bond Fund for the
payment of principal of and interest on the Bonds Similarly Secured as the same become due and
payable; and
(b) To the payment of the amounts, if any, required to be deposited in the Reserve
Portion of the Bond Fund to accumulate, restore and maintain the Reserve Requirement as security
for the payment of the principal of and interest on the Bonds Similarly Secured.
Section 7.03 Bond Fund.
(a) In addition to the required monthly deposits to the Bond Fund for the payment of
principal of and interest on the Previously Issued Bonds, the City hereby agrees and covenants to
deposit to the Bond Fund an amount equal to one hundred percent (100%) of the amount required
to fully pay the interest on and principal of the Bonds falling due on or before each maturity date
and Interest Payment Date, such payments to be made in substantially equal monthly installments
on or before the first day of each month beginning on or before the first day of the month next
following the month the Bonds are delivered to the Underwriters. The required monthly deposits
to the Bond Fund for the payment of principal of and interest on the Bonds shall continue to be
made as hereinabove provided until such time as (i) the total amount on deposit in the Bond Fund,
including the "Reserve Portion" deposited therein, is equal to the amount required to fully pay and
discharge all Outstanding Bonds Similarly Secured (principal and interest) or (ii) the Bonds are no
longer Outstanding, i.e., the Bonds have been fully paid as to principal and interest or all the Bonds
have been refunded. Accrued interest, if any, received from the purchasers of the Bonds shall be
deposited in the Bond Fund, and shall be taken into consideration and reduce the amount of the
monthly deposits hereinabove required which would otherwise be required to be deposited in the
Bond Fund from the Net Revenues of the System.
(b) In addition to the amounts to be deposited in the Bond Fund to pay current principal
and interest for the Bonds Similarly Secured, the City covenants and agrees to accumulate and
maintain in the Bond Fund a reserve amount (the "Reserve Portion") of Reserve Fund Obligations
equal to not less than the Average Annual Debt Service requirements of all Outstanding Bonds
Similarly Secured (the "Required Reserve") which shall be calculated and predetermined at the
time of issuance of each series of Bonds Similarly Secured. Upon issuance of Additional Bonds,
the Required Reserve shall be increased, if required, to an amount equal to the lesser of (i) the
Average Annual Debt Service (calculated on a Fiscal Year basis) for all bonds Outstanding, as
determined on the date of issuance of each series of Additional Bonds and annually following each
principal payment date or redemption date for the Bonds, the Previously Issued Bonds and any
Additional Bonds Outstanding, as the case may be, or (ii) the maximum amount in a reasonably
4 148-l 604-7635. I 20
required reserve fund that can be invested without restriction as to yield pursuant to Subsection
(d) of section 148 of the Code and regulations promulgated thereunder. The Reserve Portion of
the Bond Fund shall be made available for and reasonably employed in meeting the requirements
of the Bond Fund if need be, and if any amount thereof is so employed, and the Reserve Portion
in the Bond Fund is less than the Required Reserve, or if an event of default under any Credit
Facility held in the Reserve Portion of the Bond Fund has occurred and is continuing, the Required
Reserve shall be restored from Net Revenues in twenty-four (24) approximately equal monthly
payments from the first available Net Revenues of the System in the System Fund subject only to
the priority of payments hereinabove prescribed in Section 7.02.
(c) The City may, at its option, withdraw all surplus on deposit in the Reserve Portion
of the Bond Fund over the Required Reserve and deposit the same in the System Fund; provided,
however, that to the extent such surplus monies constitute bond proceeds, including interest and
income derived therefrom, such amounts shall not be deposited to the System Fund and shall only
be used for the purposes for which bond proceeds may be used.
(d) For the purpose of determining compliance with the requirements of subsection (b)
of this Section 7.03, Reserve Fund Obligations shall be valued each year as of the last day of the
City's fiscal year at their market value, except that any direct obligations of the United States (State
and Local Government Series) held for the benefit of the Reserve Portion of the Bond Fund in
book-entry form shall be continuously valued at their par value or face principal amount.
(e) To the extent permitted by, and in accordance with applicable law and upon
approval of the Attorney General of the State of Texas, the City may replace or substitute a Credit
Facility for cash or investment securities on deposit in the Reserve Portion of the Bond Fund or in
substitution or replacement of any existing Credit Facility. Upon such replacement or substitution,
cash or investment securities of any of the types permitted by Section 7 .06 hereof, on deposit in
the Reserve Portion of the Bond Fund which, taken together with the face amount of any existing
Credit Facilities, are in excess of the Required Reserve may be withdrawn by the City, at its option,
and transferred to the System Fund; provided that the face amount of any Credit Facility may be
reduced at the option of the City in lieu of such transfer. However, to the extent such surplus
monies constitute bond proceeds, including interest and income derived therefrom, such amounts
shall not be deposited to the System Fund and shall only be used for the purposes for which bond
proceeds may be used. Any interest due on any reimbursement obligation under the Credit Facility
shall not exceed the highest lawful rate of interest which may be paid by the City.
(f) If the City is required to make a withdrawal from the Reserve Portion of the Bond
Fund, the City shall promptly notify the issuer of any Credit Facility of the necessity for a
withdrawal from the Reserve Portion of the Bond Fund, and shall make such withdrawal first from
available moneys or investment securities then on deposit in the Reserve Portion of the Bond Fund,
and next from a drawing under any Credit Facility to the extent of such deficiency.
(g) In the event of a deficiency in the Reserve Portion of the Bond Fund, or in the event
that on the date of termination or expiration of any Credit Facility or the date of an occurrence of
an event of default under the Credit Facility has occurred and is continuing beyond any cure period
therefor, if any, there is not on deposit in the Reserve Portion of the Bond Fund sufficient Reserve
Fund Obligations, all in an aggregate amount at least equal to the Required Reserve calculated as
4148-1604-7635. I 21
of the date of such deficiency, termination, expiration or event of default of such Credit Facility,
then the City shall restore such deficiency from the first av ail ab le Net Revenues of the Sy stern in
the System Fund, subject only to the priority of payments hereinabove prescribed in Section 7.02,
in twenty-four (24) approximately equal monthly payments.
(h) In the event of the redemption or defeasance of any of the Outstanding Bonds
Similarly Secured, any Reserve Fund Obligations on deposit in the Reserve Fund in excess of the
Required Reserve may be withdrawn and transferred, at the option of the City and subject to the
last sentence of this subparagraph (h), to the System Fund, as a result of (i) the redemption of the
Outstanding Bonds Similarly Secured, or (ii) funds for the payment of the Outstanding Bonds
Similarly Secured having been deposited irrevocably with the paying agent or place of payment
therefor in the manner described in this Ordinance, the result of such deposit being that such
Outstanding Bonds Similarly Secured no longer are deemed to be Outstanding under the terms of
this Ordinance. However, to the extent such surplus monies constitute bond proceeds, including
interest and income derived therefrom, such amounts shall not be deposited to the System Fund
and shall only be used for the purposes for which bond proceeds may be used.
(i) In the event there is a draw upon the Credit Facility, the City shall reimburse the
issuer of such Credit Facility for such draw in accordance with the terms of any agreement pursuant
to which the Credit Facility is issued from Net Revenues; however, such reimbursement from Net
Revenues (i) shall be subject to the provisions of subparagraph (g) hereof, and (ii) shall be
subordinate and junior in right of payment to the payment of principal of and premium, if any, and
interest on the Bonds Similarly Secured.
Section 7 .04 Payment of Bonds.
While any of the Bonds are Outstanding, the proper officers of the City are hereby
authorized to transfer or cause to be transferred to the Paying Agent/Registrar, from funds on
deposit in the Bond Fund, including the Reserve Portion, if necessary, amounts sufficient to fully
pay and discharge promptly as each installment of interest and principal on the Bonds accrues or
matures or comes due by reason of redemption prior to maturity; such transfer of funds to be made
in such manner as will cause immediately available funds to be deposited with the Paying
Agent/Registrar for the Bonds at the close of the Business Day next preceding the date of payment
for the Bonds.
Section 7.05 Deficiencies in Funds.
If in any month the City shall, for any reason, fail to pay into the Bond Fund the full
amounts above stipulated, amounts equivalent to such deficiencies shall be set apart and paid into
the Bond Fund from the first available and unallocated Net Revenues of the System in the
following month or months and such payments shall be in addition to the amounts hereinabove
provided to be otherwise paid into the Bond Fund during such month or months.
Section 7.06 Security of Funds.
Money in any Fund established or affirmed pursuant to this Ordinance or any ordinance
authorizing the issuance of Previously Issued Bonds, and any Additional Bonds, may, at the option
of the City, be invested in time de posits or certificates of deposit secured in the manner reg uired
4 I 48• 1604-7635.1 22
by law for public funds, or be invested in direct obligations of, including obligations the principal
and interest on which are unconditionally guaranteed by, the United States of America, in
obligations of any agencies or instrumentalities thereof, or in such other investments as are
pennitted under the Public Funds Investment Act, Chapter 2256, Texas Government Code, as
amended, or any successor law, as in effect from time to time, consistent with the City's investment
policy; provided that all such deposits and investments shall be made in such manner (which may
include repurchase agreements for such investment with any primary dealer of such agreements)
that the money required to be expended from any such Fund will be available at the proper time
or times. Such investments shall be valued each year in terms of current market value as of the
last day of the Fiscal Year. For purposes of maximizing investment returns, to the extent permitted
by law, money in such Funds may be invested in common investments of the kind described above,
or in a common pool of such investment which shall be kept and held at an official depository
bank, which shall not be deemed to be or constitute a commingling of such money or funds
provided that safekeeping receipts or certificates of participation clearly evidencing the investment
or investment pool in which such money is invested and the share thereof purchased with such
money or owned by such fund are held by or on behalf of each such Fund. If necessary, such
investments shall be promptly sold to prevent any default. Any investment made with money
deposited to the credit of the Reserve Portion of the Bond Fund shall not have a maturity in excess
of five (5) years.
ARTICLE VIII
SALE AND DELIVERY OF BONDS; DEPOSIT OF PROCEEDS
Section 8.0 I Sale of Bonds; Official Statement.
(a) The Bonds shall be sold at negotiated sale to the Underwriters in accordance with
the terms of this Ordinance, including this Section 8.0l(a) and Exhibit B hereto, provided that all
of the conditions set forth in Exhibit B can be satisfied. As authorized by Chapter 1371, the
Authorized Officer is authorized to act on behalf of the City upon determining that the conditions
set forth in Exhibit B can be satisfied, in selling and delivering each series of Bonds and carrying
out the other procedures specified in this Ordinance, including detennining (i) the total aggregate
principal amount and the number of series of the Bonds, (ii) the date(s) on which the Bonds of
each series will be sold and delivered, (iii) whether to acquire bond insurance for each series of
Bonds, (iv) the amount and manner of funding the reserve fund requirement, (v) the price at which
the Bonds of each series will be sold, (vi) the number and the title or designation for each series
of Bonds to be issued, (vii) the fonn in which the Bonds of each series shall be issued, (viii) the
dates on which the Bonds of each series will mature, the principal amount to mature in each year,
the rate of interest to be borne by each such maturity, the interest payment dates, and the initial
date from which interest will accrue, (ix) the dates, prices and other tenns upon and at which the
Bonds of each series shall be subject to redemption prior to maturity (including terms for optional
and mandatory sinking fund redemption), and (x) all other terms and provisions of the Bonds and
all other matters relating to the issuance, sale and delivery thereof, all of which shall be specified
in the Pricing Certificate for each series of Bonds.
The Authorized Officer may approve modifications to this Ordinance to confonn to the
terms of the Bonds, as approved by the Authorized Officer, and execute any instruments,
4148-1604-763 5.1 23
agreements and other documents as the Authorized Officer shall deem necessary or appropriate in
connection with the issuance, sale and delivery of Bonds pursuant to this Ordinance.
The authority granted to the Authorized Officer under this Section 8.0l(a) shall expire at
11 :59 p.m., on the 180th day following the date of this Ordinance (the "Expiration Date"), unless
otherwise extended by the City Council by separate action. Bonds sold pursuant to a Bond
Purchase Contract executed on or before the Expiration Date may be delivered after such date.
In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council
hereby determines that the delegation of the authority to the Authorized Officer to approve the
final terms and conditions of each series of the Bonds as set forth in this Ordinance is, and the
decisions made by the Authorized Officer pursuant to such delegated authority and incorporated
in a Pricing Certificate will be, in the best interests of the City and shall have the same force and
effect as if such determination were made by the City Council, and the Authorized Officer is
hereby authorized to make and include in a Pricing Certificate an appropriate finding to that effect.
Any finding or determination made by the Authorized Officer relating to the issuance and sale of
the Bonds and the execution of the Bond Purchase Contract in connection therewith shall have the
same force and effect as a finding or determination made by the City Council.
(b) The Authorized Officer is hereby authorized and directed to execute and deliver a
purchase contract with respect to each series of Bonds (the "Bond Purchase Contract") in the form
and on the terms approved by the Authorized Officer, and all other officers, agents and
representatives of the City are hereby authorized to do any and all things necessary or desirable to
satisfy the conditions set out therein and to provide for the issuance and delivery of the Bonds.
(c) The form and substance of the Preliminary Official Statement, and any addenda,
supplement or amendment thereto, are hereby in all respects approved and adopted for use in
connection with the public offering and sale of each series of Bonds, with such appropriate
variations as shall be approved by the Authorized Officer, and the Preliminary Official Statement
is hereby deemed final as of its date within the meaning and for the purposes of paragraph (b )(I)
of Rule l 5c2-12 under the Securities Exchange Act of 1934, as amended. The Authorized Officer
is hereby authorized and directed to cause to be prepared a final Official Statement (the "Official
Statement") incorporating applicable pricing information and other terms pertaining to each series
of Bonds, and to execute the same by manual or facsimile signature and deliver appropriate
numbers of executed copies thereof to the Underwriters. The Official Statement as thus approved,
executed and delivered, with such appropriate variations as shall be approved by the Authorized
Officer and the Underwriters, may be used by the Underwriters in the public offering and sale of
the Bonds. The use and distribution of the Preliminary Official Statement, and the preliminary
public offering of the Bonds by the Underwriters, is hereby approved and confirmed.
( d) All officers of the City are authorized to execute such documents, certificates,
receipts and other instruments as they may deem appropriate in order to consummate the delivery
of the Bonds in accordance with the terms of sale therefor including, without limitation, the Bond
Purchase Contract.
(e) The obligation of the Underwriters to accept delivery of the Bonds is subject to the
closing conditions set forth in the Bond Purchase Contract, including specifically the Underwriters
4148-1604-7635. I 24
being furnished with the final, approving opinion of Orrick, Herrington & Sutcliffe LLP, bond
counsel for the City, which opinion shall be dated as of and delivered on the Closing Date.
Section 8.02 Control and Delivery of Bonds.
(a) The Authorized Officer of the City is hereby authorized to have control of the Initial
Bond and all necessary records and proceedings pertaining thereto pending investigation,
examination, and approval of the Attorney General of the State of Texas, registration by the
Comptroller of Public Accounts of the State of Texas and registration with, and initial exchange
or transfer by, the Paying Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the Bonds
shall be made to the Underwriters under and subject to the general supervision and direction of the
Authorized Officer, against receipt by the City of all amounts due to the City under the terms of
sale.
(c) In the event the Mayor or City Secretary is absent or otherwise unable to execute
any document or take any action authorized herein, the Mayor Pro Tern and the Assistant City
Secretary, respectively, shall be authorized to execute such documents and take such actions, and
the performance of such duties by the Mayor Pro Tern and the Assistant City Secretary shall for
the purposes of this Ordinance have the same force and effect as if such duties were performed by
the Mayor and City Secretary, respectively.
Section 8.03 Deposit of Proceeds.
Proceeds from the sale of the Bonds shall be applied in accordance with the provisions set
forth in the Pricing Certificate for such Bonds, which may provide for the creation of any special
accounts deemed necessary or appropriate by the Authorized Officer.
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01 Additional Bonds.
In addition to the right to issue obligations of inferior lien as authorized by the laws of the
State of Texas, the City hereby reserves the right to issue Additional Bonds which, when duly
authorized and issued in compliance with the terms and conditions hereinafter appearing, shall be
on a parity with the Previously Issued Bonds and the Bonds herein authorized, payable from and
equally and ratably secured by a first lien on and pledge of the Net Revenues of the System. The
Additional Bonds may be issued in one or more installments, provided, however, that none shall
be issued unless and until the following conditions have been met:
(a) The Mayor and Chief Financial Officer have certified that the City is not then in
default as to any covenant, condition or obligation prescribed by any ordinance authorizing the
issuance of Bonds Similarly Secured then Outstanding, including showings that all interest,
sinking and reserve funds then provided for have been fully maintained in accordance with the
provisions of said ordinances;
4148-1604-7635.1 25
(b) The applicable laws of the State of Texas in force at the time provide permission
and authority for the issuance of such Additional Bonds and have been fully complied with;
(c) The Additional Bonds are made to mature on April 15 or October 15, or both, in
each of the years in which they are provided to mature;
(d) The Reserve Portion of the Bond Fund shall be accumulated and supplemented as
necessary to maintain a sum which shall be not less than the Average Annual Debt Service
requirements of all bonds secured by a first lien on and pledge of the Net Revenues of the System
which will be outstanding upon the issuance of any series of Additional Bonds. Accordingly, each
ordinance authorizing the issuance of any series of Additional Bonds shall provide for any required
increase in the Reserve Portion, and if supplementation is necessary to meet all conditions of said
Reserve Portion, said ordinances shall make provision that same be supplemented by the required
amounts in equal monthly installments over a period of not to exceed sixty (60) calendar months
from the dating of such Additional Bonds;
(e) The City has secured a certificate or opinion from an independent certified public
accountant to the effect that, according to the books and records of the City, the Net Revenues of
the System were, during the last completed Fiscal Year, or during any consecutive twelve
(12) months period of the last eighteen ( 18) consecutive months prior to the month of adoption of
the ordinance authorizing the Additional Bonds, equal to at least 1.25 times the Average Annual
Debt Service requirements of the Bonds Similarly Secured which will be outstanding upon the
issuance of the Additional Bonds; and further demonstrating that for the same period as is
employed in arriving at the aforementioned test said Net Revenues were equal to at least 1.10 times
the maximum annual principal and interest requirements of all Bonds Similarly Secured as will be
outstanding upon the issuance of the Additional Bonds. In making a determination of the Net
Revenues, the certified public accountant may take into consideration a change in the charges for
services afforded by the System that became effective at least 60 days prior to the last day of the
period for which Revenues are determined and, for purposes of satisfying the above Net Revenues
test, make a pro-forrna detennination of the Net Revenues of the System for the period of time
covered by his certification or opinion based on such change in charges being in effect for the
entire period covered by the certificate or opinion of the certified public accountant.
When thus issued, such Additional Bonds may be secured by a pledge of the Net Revenues
of the System on a parity in all things with the pledge securing the issuance of the Bonds and the
Previously Issued Bonds.
Section 9.02 Rates and Charges.
The City hereby covenants and agrees with the owners of the Bonds that rates and charges
for electric power and energy afforded by the System will be established and maintained to provide
revenues sufficient at all times to pay:
(a) all necessary and reasonable expenses of operating and maintaining the System as
set forth in the definition "Net Revenues" and to recover depreciation;
4148-1604-7635. l 26
(b) the amounts required to be deposited to the Bond Fund to pay the principal of and
interest on the Bonds Similarly Secured as the same becomes due and payable and to accumulate
and maintain the reserve amount required to be deposited therein; and
(c) any other legally incurred indebtedness payable from the revenues of the System
and/or secured by a lien on the System or the revenues thereof.
Section 9.03 Maintenance and Operation; Insurance.
In regard to the operations and properties of the System, the City agrees to carry and
maintain liability and property damage insurance of the kind and in the amounts customarily
carried by municipal corporations in Texas on such kind of properties; provided, however, the
City, in lieu of and/or in combination with carrying such insurance, may self-insure against all
perils and risks by establishing self-insurance reserves.
Section 9.04 Records. Accounts, Accounting Reports.
The City hereby covenants and agrees while any of the Bonds or any interest thereon
remain Outstanding and unpaid, it will keep and maintain a proper and complete system ofrecords
and accounts pertaining to the operation of the System separate and apart from all other records
and accounts of the City in accordance with generally accepted accounting principles prescribed
for municipal corporations, and complete and correct entries shall be made of all transactions
relating to said System, as provided by applicable law. The Owner of any Bonds, or any duly
authorized agent or agents of such Owner, shall have the right at all reasonable times to inspect all
such records, accounts and data relating thereto and to inspect the System and all properties
comprising the same. The City further agrees that as soon as possible 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. Each such audit, in addition to whatever other matters may be
thought proper by the certified public accountant, shall particularly include the following:
(a) A detailed statement of the income and expenditures of the System for such Fiscal
Year;
(b) A balance sheet as of the end of such Fiscal Year;
(c) The comments of such accountant regarding the manner in which the City has
complied with the covenants and requirements of this Ordinance and his recommendations for any
changes or improvements in the operation, records and accounts of the System;
(d) A list of the insurance policies in force at the end of the Fiscal Year on the System
properties, setting out as to each policy the amount thereof, the risk covered, the name of the
insurer, and the policy's expiration date;
(e) A list of the securities which have been on deposit as security for the money in the
Bond Fund throughout the Fiscal Year and a list of the securities, if any, in which the Reserve
Portion of the Bond Fund has been invested; and
4148-1604-7635. I 27
(f) The total number of metered and unmetered customers, if any, connected with the
System at the end of the Fiscal Year.
Expenses incurred in making the audits above referred to are to be regarded as maintenance
and operating expenses of the System and paid as such. Copies of the aforesaid annual audit shall
be furnished upon written request to the original purchasers and any subsequent Owners of the
Bonds.
Section 9.05 Further Covenants.
The City hereby further covenants and agrees as follows:
(a) That it has the lawful power to pledge the Net Revenues to the payment of the
Bonds and has lawfully exercised said power under the Constitution and laws of the State of Texas;
that the Previously Issued Bonds, the Bonds and the Additional Bonds, when issued, shall be
ratably secured under said pledge in such manner that one bond shall have no preference over any
other bond of said issues.
(b) That, other than for the payment of the Previously Issued Bonds and the Bonds, the
Net Revenues are not in any manner now pledged to the payment of any debt or obligation of the
City or of the System on a parity with the Previously Issued Bonds and the Bonds.
( c) That, for so long as any of the Bonds or any interest thereon remain Outstanding,
the City will not sell, lease or encumber the System or any substantial part thereof; provided,
however, this covenant shall not be construed to prohibit the sale of such machinery, or other
properties or equipment which has become obsolete or otherwise unsuited to the efficient operation
of the System when other property of equal value has been substituted therefor, and, also, with the
exception of the Additional Bonds expressly permitted by this Ordinance to be issued, it will not
encumber the Net Revenues unless such encumbrance is made junior and subordinate to all of the
provisions of this Ordinance. In the event the City sells the System, the City will use proceeds of
such sale to provide for final payment of the Bonds, the Previously Issued Bonds, and any
Additional Bonds.
(d) That, it will cause to be rendered monthly to each customer receiving electric
services a statement therefor and will not accept payment of less than all of any statement so
rendered, using its power under existing ordinances and under all such ordinances to become
effective in the future to enforce payment, to withhold service from such delinquent customers and
to enforce and authorize reconnection charges.
(e) That it will faithfully and punctually perform all duties with respect to the System
required by the Constitution and laws of the State of Texas, including the making and collecting
of reasonable and sufficient rates for services supplied by the System, and the segregation and
application of the revenues of the System as required by the provisions of this Ordinance.
(f) That no free service shall be provided by the System and to the extent the City or
its departments or agencies utilize the services provided by the System, payment shall be made
therefor at rates charged to others for similar service.
4148-1604-7635. l 28
Section 9.06 Other Representations and Covenants.
(a) The City will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Ordinance; the City will promptly pay or cause to be
paid the principal of, premium, if any, and interest on each Bond on the dates and at the places and
manner prescribed in such Bond; and the City will, at the times and in the manner prescribed by
this Ordinance, deposit or cause to be deposited the amounts of money specified by this Ordinance.
{b) The City is duly authorized under the laws of the State of Texas to issue the Bonds;
all action on its part for the creation and issuance of the Bonds has been duly and effectively taken;
and the Bonds in the hands of the Owners thereof are and will be valid and enforceable obligations
of the City in accordance with their terms.
Section 9.07 Federal Income Tax Exclusion.
(a) 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 such 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
exemption from federal income tax of the interest on any Bond, the City shall comply with each
of the specific covenants in this Section.
(b) 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 after the Issue Date of
any Bond and prior to the last stated maturity of the Bonds
(i) exclusively own, operate, and possess all property the acqms1t10n,
construction, or improvement of which is to be financed directly or indirectly with Gross
Proceeds of such Bond 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
(ii) not directly or indirectly impose or accept any charge or other payment
for use of Gross Proceeds of such Bond 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 and interest earned on investments acquired with
such Gross Proceeds pending application for their intended purposes.
(c) 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 such Bond to
make or finance loans to any person or entity other than a state or local government. For purposes
of the foregoing covenant, Gross Proceeds are considered to be "loaned" to a person or entity if
(1) property acquired, constructed or improved with Gross Proceeds is sold or leased to such person
4148-1604-7635. I 29
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 such property are otherwise transferred in a transaction which is the
economic equivalent of a loan.
(d) 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 earlier
of the final stated maturity or final payment of such Bond, directly or indirectly invest Gross
Proceeds of such Bond 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 on the Bonds.
(e) 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.
(f) 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 forms
and in such place as such Secretary may prescribe.
(g) Payment of Rebate Amount. Except to the extent otherwise provided in Section
148(f) of the Code and the Regulations and rulings thereunder, the City shall:
(i) account for all Gross Proceeds (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 retain all records of such
accounting for at least 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,
(ii) calculate the Rebate Amount with respect to the Bonds not less
frequently than each Computation Date, in accordance with rules set forth in Section l 48(f)
of the Code, Section 1.148-3 of the Regulations, and the rulings thereunder. The City shall
maintain a copy of such calculations for at least six years after the final Computation Date,
(iii) as additional consideration for the purchase of the Bonds by the initial
purchaser thereof and the loan of the money represented thereby, and in order to induce
such purchase by measures designed to ensure the excludability of the interest thereon from
the gross income of the owners thereof for federal income tax purposes, pay to the United
States the amount described in paragraph (ii) above 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 the Regulations and rulings thereunder, and
(iv) exercise reasonable diligence to assure that no errors are made in the
calculations required by paragraph (ii) and, if such error is made, to discover and promptly
4148-1604-7635. l 30
to correct such error within a reasonable amount of time thereafter, including payment to
the United States of any interest and any penalty required by the Regulations.
(h) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not enter into any transaction
that reduces the amount required to be paid to the United States pursuant to Subsection (h) of this
Section because such transaction results in a smaller profit or a larger loss than would have resulted
if the transaction had been at arm's length and had the Yield of the Bonds, not been relevant to
either party.
Section 9.08 Disposition of Project. The City covenants that the property financed or
refinanced with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction
resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion
of a nationally-recognized bond counsel substantially to the effect that such sale or other
disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of this
Section, the portion of the property comprising personal property and disposed of in the ordinary
course of business shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes of this Section, the City shall not be obligated to comply with this
covenant if it obtains an opinion of a nationally-recognized bond counsel to the effect that such
failure to comply will not adversely affect the excludability for federal income tax purposes from
gross income of the interest.
ARTICLEX
DEFAULT AND REMEDIES
Sec ti on 1 0.01 Events of Default.
Each of the following occurrences or events for the purpose of this Ordinance is hereby
declared to be an Event of Default:
(a) defaults in payments to be made to the Bond Fund as required by this Ordinance;
(b) defaults in the observance or performance of any other of the covenants, conditions
or obligations set forth in this Ordinance.
Section 10.02 Remedies for Default.
(a) Upon the happening of any Event of Default, then any Owner or an authorized
representative thereof, including but not limited to, a trustee or trustees therefor, may proceed
against the City for the purpose of protecting and enforcing the rights of the Owners under this
Ordinance and shall be entitled to a writ of mandamus issued by a court of proper jurisdiction
compelling and requiring the City Council and other officers of the City to observe and perform
any covenant, condition or obligation prescribed in this Ordinance.
(b) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Owners of Bonds then Outstanding.
4148-1604-7635. l 31
Section 10.03 Remedies Not Exclusive.
(a) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at
law or in equity; provided, however, that notwithstanding any other provision of this Ordinance,
the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under
this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
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 acquiescence
therein, and every such right or power may be exercised from time to time and as often as may be
deemed expedient.
Section 11.01 Discharge.
ARTICLE XI
DISCHARGE
Except as otherwise provided in the Pricing Certificate, the Bonds may be defeased,
discharged or refunded in any manner permitted by applicable law.
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01 Annual Reports.
(a) The City shall provide annually to the MSRB, (1) within six (6) months after the
end of each fiscal year of the City, financial information and operating data with respect to the
City of the general type included in the final Official Statement authorized by Section 8.01 of this
Ordinance, being information of the type described in Exhibit A hereto, including financial
statements of the City if audited financial statements of the City are then available, and (2) if not
provided as part such financial information and operating data, audited financial statements of the
City, when and if available. Any financial statements to be provided shall be (i) prepared in
accordance with the accounting principles described in Exhibit A, or such other accounting
principles as the City may be required to employ from time to time pursuant to state law or
regulation, and (ii) audited, if the City commissions an audit of such financial statements and the
audit is completed within the period during which they must be provided. If the audit of such
financial statements is not complete within twelve (12) months after any such fiscal year end, then
the City shall file unaudited financial statements within such 12~month period and audited financial
statements for the applicable fiscal year, when and if the audit report on such statements becomes
available.
4148-!604-7635.1 32
(b) If the City changes its fiscal year, it will notify the MSRB of the change (and of the
date of the new fiscal year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section.
(c) The financial information and operating data to be provided pursuant to this Section
may be set forth in full in one or more documents or may be included by specific referenced to any
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to the MSRB of filed with the SEC.
Section 12.02 Event Notices.
(a) The City shall notify the MSRB, in a timely manner (not in excess of ten
( 10) Business Days after the occurrence of an event), of any of the following events with respect
to the Bonds:
(i)
(ii)
(iii)
principal and interest payment delinquencies;
nonpayment related defaults, if material;
unscheduled draws on debt service reserves reflecting financial
difficulties;
(iv)
difficulties;
unscheduled draws on credit enhancements reflecting financial
(v) substitution of credit or liquidity providers, or their failure to perform;
(vi) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with respect to the tax status of the Bonds,
or other material events affecting the tax status of the Bonds;
(vii) modifications to rights of Owners, if material;
(viii) redemption calls, if material, and tender offers;
(ix) defeasances;
(x) release, substitution, or sale of property secunng repayment of the
Bonds, if material;
(xi) rating changes;
(xii) bankruptcy, insolvency, receivership or similar event of the City;
(xiii) the consummation of a merger, consolidation, or acquisition involving
the City or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business, the entry into a definitive agreement to undertake such an
4148-1604-7635.l 33
action or the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material; and
(xiv) appointment of a successor Paying Agent/Registrar or change in the
name of the Paying A gent/Registrar, if material.
As used in clause (xii) above, the phrase "bankruptcy, insolvency, receivership or similar
event" means the appointment of a receiver, fiscal agent or similar officer for the City in a
proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law
in which a court of governmental authority has assumed jurisdiction over substantially all of the
assets or business of the City, or if jurisdiction has been assumed by leaving the City Council and
official or officers of the City in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization, arrangement
or liquidation by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the City.
(b) The City shall notify the MSRB, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with Section 12.01 of this Ordinance
by the time required by such Section.
Section 12.03 Identifying Information.
All documents provided to the MSRB pursuant to this Article shall be provided in an
electronic format and be accompanied by identifying information as prescribed by the MSRB.
Section 12.04 Limitations, Disclaimers and Amendments.
(a) The City shall be obligated to observe and perform the covenants specified in this
Article for so long as, but only for so long as, the City remains an "obligated person" with respect
to the Bonds within the meaning of the Rule, except that the City in any event will give notice of
any Bond calls and any defeasances that cause the City to be no longer an "obligated person."
(b) The provisions of this Article are for the sole benefit of the Owners and beneficial
owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Article or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY
4148-1604-7635 . l 34
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(c) No default by the City in observing or performing its obligations under this Article
shall constitute a breach of or default under the Ordinance for purposes of any other provisions of
this Ordinance.
(d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit
the duties of the City under federal and state securities laws.
(e) The provisions of this Article may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law, or
a change in the identity, nature, status, or type of operations of the City, but only if (i) the provisions
of this Article, as so amended, would have permitted an underwriter to purchase or sell Bonds in
the primary offering of the Bonds in compliance with the Rule, taking into account any
amendments or interpretations of the Rule to the date of such amendment, as well as such changed
circumstances, and (ii) either (A) the Owners of a majority in aggregate principal amount (or any
greater amount required by any other provisions of this Ordinance that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or (B) an entity or individual
person that is unaffiliated with the City (such as nationally recognized bond counsel) determines
that such amendment will not materially impair the interests of the Owners and beneficial owners
of the Bonds. If the City so amends the provisions of this Article, it shall include with any amended
financial information or operating data next provided in accordance with Section 12.01 an
explanation, in narrative form, of the reasons for the amendment and of the impact of any change
in type of financial information or operating data so provided.
ARTICLE XIII
AMENDMENTS; ATTORNEY GENERAL MODIFICATION
Section 13.01 Amendments.
This Ordinance shall constitute a contract with the Owners, be binding on the City, and
shall not be amended or repealed by the City so long as any Bond remains outstanding except as
permitted in this Section. The City may, without consent of or notice to any Owners, from time to
time and at any time, amend this Ordinance in any manner not detrimental to the interests of the
Owners, including the curing of any ambiguity, inconsistency, or formal defect or omission herein.
In addition, the City may, with the written consent of the Owners of the Bonds holding a majority
in aggregate principal amount of the Bonds then outstanding, amend, add to, or rescind any of the
provisions of this Ordinance; provided that, without the consent of all Owners of outstanding
Bonds, no such amendment, addition, or rescission shall (i) extend the time or times of payment
of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof,
the redemption price, or the rate of interest thereon, or in any other way modify the terms of
payment of the principal of, premium, if any, or interest on the Bonds, (ii) give any preference to
any Bond over any other Bond, or (iii) reduce the aggregate principal amount of Bonds required
to be held by Owners for consent to any such amendment, addition, or rescission.
4148-!604-7635.1 35
Section 13.02 Attorney General Modification.
In order to obtain the approval of the Bonds by the Attorney General of the State of Texas,
any provision of this Ordinance may be modified, altered or amended after the date of its adoption
if required by the Attorney General in connection with the Attorney General's examination as to
the legality of the Bonds and approval thereof in accordance with the applicable law. Such
changes, if any, shall be provided to the City Secretary and the City Secretary shall insert such
changes into this Ordinance as if approved on the date hereof.
ARTICLE XIV
EFFECTIVE IMMEDIATELY
Section 14.01 Effective Immediately.
Notwithstanding the provisions of the City Charter, this Ordinance shall become effective
immediately upon its adoption at this meeting pursuant to Section 1201.028, Texas Government
Code.
[Signature Page Follows.}
4 l 48-1604-7635. l 36
PRESENTED, FINALLY PASSED AND APPROVED, AND EFFECTIVE on the 28th
day of June, 2018, at a regular meeting of the City Council of the City of Lubbock, Texas.
DANIEL M. POPE, Mayor
ATTEST:
APPROVED AS TO CONTENT:
APPROVED AS TO FORM:
By:~ JEV. KYLE, JR., Bond Counsel
4148-1604-763S I Signature Page for Ordinance
EXHIBIT A
DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION•
The following information is referred to in Article XII of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or other
headings of the Official Statement referred to) below:
1. Statistical and financial data set forth in the Official Statement in "APPENDIX A -
FINANCIAL INFORMATION REGARDING THE SYSTEM" (Tables 1-12).
2. The portions of the financial statements of the City appended to the Official
Statement as APPENDIX B, but for the most recently concluded fiscal year.
3. The portions of the financial statements of Lubbock Power & Light appended to
the Official Statement as APPENDIX C, but for the most recently concluded fiscal year.
Accounting Principles
The accounting principles referred to in such Article XII are the accounting principles
described in the notes to the respective financial statements appended to the Official Statement.
• Subject to any changes prescribed by the Pricing Certificate.
4148-1604-7635. l Exhibit A-1
EXHIBIT B
SALE PARAMETERS
In accordance with Section 8.01 (a) of the Ordinance, the following conditions with respect
to the Bonds must be satisfied in order for the Authorized Officer to act on behalf of the City in
selling and delivering the Bonds to the Underwriters:
(a) the price to be paid for the Bonds shall be not less than 90% of the aggregate
principal amount of the Bonds;
(b) the Bonds shall not bear interest at a rate greater than the maximum rate allowed
by Chapter 1204, Texas Government Code, as amended;
( c) the aggregate principal amount of the Bonds shall produce proceeds in an amount
sufficient to fund the purposes described in Section 3.01 and such aggregate principal amount shall
not exceed the maximum amount authorized in Section 3.01;
( d) the maxim um maturity for the Bonds shall not exceed thirty-a ne ( 3 I ) years from
the date of their delivery; and
(e) the Bonds to be issued, prior to delivery, must have been rated by a nationally
recognized rating agency for municipal securities in one of the four highest rating categories for
long term obligations.
4148-1604-7635. ! Exhibit B-1
EXHIBIT C
FORM OF THE BONDS
The form of the Bonds shall be generally in the form set forth below, including the form
of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas to
accompany the initially delivered Bonds, the form of Certificate of the Paying Agent/Registrar and
the form of Assignment appearing on the Bonds shall be substantially as follows, provided
however, that the substantially final form of the Bonds shall be set forth in or attached to the Pricing
Certificate and shall incorporate and reflect the final terms of the Bonds set forth in the Pricing
Certificate:
(a) Form of Bond.
REGISTERED
No. ---
United States of America
State of Texas
County of Lubbock
CITY OF LUBBOCK, TEXAS
REGISTERED
$ ___ _
ELECTRIC LIGHT AND POWER SYSTEM REVENUE BOND
SERIES 2018
INTEREST RA TE: MATURITY DA TE: BOND DATE: CUSIP NUMBER:
% ---
The City of Lubbock (the "City"), in the County of Lubbock, State of Texas, for value
received, hereby promises to pay to
or registered assigns, but solely from the sources and in the manner hereinafter provided, on the
Maturity Date specified above, the sum of
DOLLARS -----------
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provided for, and to pay interest on such principal amount from the
later of the Bond Date specified above or the most recent interest payment date to which interest
has been paid or provided for until payment of such principal amount has been paid or provided
for, at the per annum rate of interest specified above, computed on the basis of a 3 60-day year of
twelve 30-day months, such interest to be paid semiannually on April 15 and October 15 of each
1 Information to be inserted from Pricing Certificate.
4148-1604-7635. l Exhibit C-1
year, commencing _______ .2 All capitalized terms used herein but not defined shall have
the meaning assigned to them in the Ordinance (defined below).
The principal of this Bond shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Bond at the
corporate office in _____ , Texas (the "Designated Payment/Transfer Office"), of,
__________ the initial Paying Agent/Registrar, or, with respect to a successor
Paying Agent/Registrar, at the Designated Payment/Transfer Office of such successor. Interest on
this Bond is payable by check dated as of the interest payment date, and mailed by the Paying
Agent/Registrar to the registered owner at the address shown on the Register kept by the Paying
Agent/Registrar, or by such other customary banking arrangements acceptable to the Paying
Agent/Registrar and the registered owner; provided, however, such registered owner shall bear all
risk and expense of such other banking arrangement. For the purpose of the payment of interest
on this Bond, the registered owner shall be the person in whose name this Bond is registered at the
close of business on the "Record Date," which shall be the last Business Day of the month next
preceding an Interest Payment Date.
If the date for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, legal holiday or day on which banking institutions in the city where the Paying
Agent/Registrar is located are required or authorized by law or executive order to close, the date
for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday or
day on which banking institutions are required or authorized to close and payment on such date
shall for all purposes be deemed to have been made on the original date payment was due.
This Bond is one of a series of fully registered bonds specified in the title hereof issued in
the aggregate principal amount of $ _____ 3 (herein referred to as the "Bonds"), issued
pursuant to the authority provided by Chapters 1371 and 1502, Texas Government Code, as
amended, and a certain ordinance of the City (the "Ordinance"), for the purposes of (i) paying the
costs of acquiring, purchasing, constructing, improving, renovating, enlarging, and/or equipping
property, buildings, structures, facilities, and/or related infrastructure for the System, (ii) funding
capitalized interest for the Bonds, (iii) funding the reserve fund requirement for the Bonds, and
(iv) paying the costs of issuing the Bonds.
The Bonds, together with certain outstanding parity lien revenue bonds of the City, are
secured by and payable solely from a first lien on and pledge of the Net Revenues of the System,
as provided or incorporated by reference in the Ordinance. The Bonds constitute special
obligations of the City payable solely from the sources and in the manner set forth herein and in
the Ordinance and not from any other revenues, funds or assets of the City.
The City has reserved the right, subject to the restrictions stated or incorporated by
reference in the Ordinance, to issue additional parity revenue bonds that may be secured in the
same manner and on a parity with the Bonds and the Previously Issued Bonds.
' Information to be inserted from Pricing Certificate.
; Information to be inserted from Pricing Certificate.
4148-1604-7635. l Exhibit C-2
[The City has reserved the option to redeem the Bonds maturing on or after April 15, 20 ,
before their respective scheduled maturities in whole or in part on April 15, 20 _, or on any date
thereafter, at a price equal to the principal amount of the Bonds so called for redemption plus
accrued interest to the date fixed for redemption. If less than all of the Bonds are to be redeemed,
the City shall determine the maturity or maturities and the amounts thereof to be redeemed and
shall direct the Paying Agent/Registrar to call by lot the Bonds, or portion thereof, within such
maturity and in such principal amounts, for redemption.]4
[Bonds maturing on April 15, 20_ (the "Term Bonds") are subject to mandatory sinking
fund redemption prior to their scheduled maturity, and will be redeemed by the City, in part at a
redemption price equal to the principal amount thereof, without premium, plus interest accrued to
the redemption date, on the dates and in the principal amounts shown in the following schedule:
Term Bonds Maturing April 15, 20_
Redemption Date Principal Amount
April 15, 20_
April 15, 20_
April 15, 20_ (maturity)
The Paying Agent/Registrar will select by lot or by any other customary method that results
in a random selection the specific Term Bonds (or with respect to Term Bonds having a
denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed by mandatory
redemption. The principal amount of Term Bonds required to be redeemed on any redemption
date pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall be
reduced, at the option of the City, by the principal amount of any Term Bonds which, at least
45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the
City at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the
date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall
have been redeemed pursuant to the optional redemption provisions hereof and not previously
credited to a mandatory sinking fund redemption.]5
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than JO days before the date fixed for redemption, to the registered owner of each
of the Bonds to be redeemed in whole or in part. Subject to the right of the City to give a
conditional notice of redemption with respect to an optional redemption, as described below, notice
having been so given, the Bonds or portions thereof designated for redemption shall become due
and payable on the redemption date specified in such notice; from and after such date,
notwithstanding that any of the Bonds or portions thereof so called for redemption shall not have
been surrendered for payment, interest on such Bonds or portions thereof shall cease to accrue.
• Information to be inserted from Pricing Certificate.
' lnsert mandatory sinking fund redemption provisions, if any, and revise as necessary to conform to the Pricing
Certificate.
4148-1604-7635. I Exhibit C-3
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than thirty (30) days before the date fixed for redemption, to the registered owner
of each of the Bonds to be redeemed in whole or in part. In the Ordinance, the City reserves the
right in the case of an optional redemption to give notice of its election or direction to redeem
Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the
redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount
equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such
other entity as may be authorized by law, no later than the redemption date or (ii) that the City
retains the right to rescind such notice at any time prior to the scheduled redemption date if the
City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying
Agent/Registrar to rescind the redemption notice, and such notice and redemption shall be of no
effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded.
The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice
of redemption to the affected owners. Any Bonds subject to conditional redemption where
redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an
event of default. Further, in the case of a conditional redemption, the failure of the City to make
moneys and/or authorized securities available in part or in whole on or before the redemption date
shall not constitute an event of default.
As provided in the Ordinance and subject to certain limitations therein set forth, this Bond
is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office
of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable
to the Paying Agent/Registrar; thereupon, one or more new fully registered Bonds of the same
stated maturity, of authorized denominations, bearing the same rate of interest, and for the same
aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer or
exchange any Bond called for redemption where such redemption is scheduled to occur within
45 calendar days of the transfer or exchange date; provided, however, such limitation shall not be
applicable to an exchange by the registered owner of the uncalled principal balance of a Bond.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided ( except interest shall be paid to the person in whose name this Bond is registered on the
Record Date) and for all other purposes, whether or not this Bond be overdue, and neither the City
nor the Paying Agent/Registrar, nor any such agent shall be affected by notice to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that this Bond has been duly and validly
issued and delivered; that all acts, conditions, and things required or proper to be performed, exist,
and be done precedent to or in the issuance and delivery of this Bond have been performed, existed,
and been done in accordance with law; that the Bonds do not exceed any constitutional or statutory
limitation; and that provision has been made for the payment of the principal of and interest on the
Bonds by irrevocably pledging the net revenues of the System, as hereinabove recited.
The registered owner hereof shall never have the right to demand payment of this Bond out
of any funds raised or to be raised by taxation.
4148-1604-7635. I Exhibit C-4
IN WITNESS WHEREOF, the City has caused this Bond to be executed in its name by the
manual or facsimile signature of the Mayor of the City and countersigned by the manual or
facsimile signature of the City Secretary, and the official seal of the City has been duly impressed
or placed in facsimile on this Bond.
Mayor, City of Lubbock, Texas
City Secretary, City of Lubbock, Texas
[SEAL]
4148-1604-7635. l Exhibit C-5
(b) Form of Comptroller's Registration Certificate.
The following Comptroller's Registration Certificate may be deleted from the definitive
Bonds if such Certificate on the initial Bond is fully executed.
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
OF THE STATE OF TEXAS
§
§
§
REGISTER NO.
I hereby certify that there is on file and ofrecord in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required by
law, that he finds that it has been issued in conformity with the Constitution and laws of the State
of Texas, and that it is a valid and binding special obligation of the City of Lubbock, Texas, payable
from the revenues pledged to its payment by and in the ordinance authorizing same and that said
bond has this day been registered by me.
Witness my hand and seal of office at Austin, Texas, ----------
[SEAL]
(c)
Comptroller of Public Accounts of the State
of Texas
Form of Certificate of Paying Agent/Registrar.
The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond
if the Comptroller's Registration Certificate appears thereon.
CERTIFICATE OF PAYING AGENT/REGISTRAR
It is hereby certified that this Bond has been issued under the provisions of the Ordinance
described on this Bond; and that this Bond has been issued in conversion of and exchange for or
replacement of a bond, bonds, or portion of a bond or bonds of an issue which was originally
approved by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas as shown in the records kept by the undersigned.
as Paying Agent/Registrar
By:
Authorized Representative
Dated:
4148-1604-7635. l Exhibit C-6
(d) Form of Assigrunent.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print
or typewrite name, address and Zip Code of transferee):
--------------------------------(Social
Security or other identifying number: ____ _, the within Bond and all rights hereunder and
hereby irrevocably constitutes and appoints _____ attorney to transfer the within Bond on
the books kept for registration hereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed By:
NOTICE: The signature on this Assigrunent
must correspond with the name of the
registered owner as it appears on the face of the
within Bond in every particular and must be
guaranteed in a manner acceptable to the
Paying Agent/Registrar.
Authorized Signatory
(e) The Initial Bond shall be in the form set forth in subsections (a), (b) and (d) of this
Section, except for the following alterations:
(i) immediately under the name of the Bond (which name shall be set forth
in the Pricing Certificate), the headings "INTEREST RA TE" and "MATURITY DA TE"
shall be completed with the words "As shown below";
(ii) in the first paragraph of the Bond, the words "on the Maturity Date
specified above" shall be deleted and the following will be inserted: "on April 15 in each
of the years, in the principal installments and bearing interest at the per annum rates in
accordance with the following schedule:
Year
(iii)
4148-l 604-7635.1
Principal Installment Interest Rate
(Information to be inserted from the Pricing Certificate)
the Initial Bond shall be numbered T-1.
Exhibit C-7
CITY OF LUBBOCK Note: PLEASE USE BLACK INK. PLEASE DO NOT LET YOUR SIGNATURE TOUCH THE PRINT ON THIS PAGE. DO NOT PUT THE SEAL OVER ANY PRINT ON THIS PAGE. SIGN A TURES: Mayor• CitySecretary• z~ Je_; 4160-3637-9 l 57. I SEAL i
MINUTES AND CERTIFICATION PERTAINING TO
PASSAGE OF AN ORDINANCE
ST ATE OF TEXAS §
COUNTY OF LUBBOCK §
CITY OF LUBBOCK §
On the 28th day of June, 2018, the City Council of the City of Lubbock, Texas, convened
in a regular meeting at the regular meeting place thereof, the meeting being open to the public and
notice of said meeting, giving the date, place and subject thereof, having been posted as prescribed
by Chapter 551, Texas Government Code, as amended; and the roll was called of the duly
constituted officers and members of the City Council, which officers and members are as follows:
Daniel M. Pope, Mayor Juan A. Chadis )
Jeff Griffith, Mayor Pro Tern Shelia Patterson Harris
Latrelle Joy
) Members of
Steve Massengale
Randy Christian
) the Council
)
)
and all of said persons were present except NIA , thus constituting a quorum.
Whereupon, among other business, a written Ordinance bearing the following caption was
introduced:
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY
OF LUBBOCK, TEXAS, ELECTRIC LIGHT AND POWER
SYSTEM REVENUE BONDS; PROVIDING FOR THE AWARD
OF THE SALE THEREOF IN ACCORDANCE WITH
SPECIFIED PARAMETERS; APPROVING THE OFFICIAL
STATEMENT; APPROVING EXECUTION OF A PURCHASE
CONTRACT; AND ENACTING OTHER PROVISIONS
RELATING THERETO
The Ordinance, a full, true and correct copy of which is attached hereto, was read and
reviewed by the City Council. Thereupon, it was duly moved and seconded that the Ordinance be
passed and adopted.
The Presiding Officer put the motion to a vote of the members of the City Council, and the
Ordinance was passed and adopted by the following vote:
AYES: 7 NOES: 0 ABSTENTIONS: 0
4138-5095-3236,2
MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT, and to
correctly reflect the duly constituted officers and members of the City Council of said City, and
the attached and following copy of said Ordinance is hereby certified to be a true and correct copy
of an official copy thereof on file among the official records of the City, all on this the 28th day of
June, 2018.
[SEAL]
4138-5095-3236,2
PRICING CERTIFICATE
City of Lubbock, Texas
Electric Light and Power System Revenue Bonds, Series 2018
Re: $ ______ City of Lubbock, Texas Electric Light and Power System Revenue
Bonds, Series 2018 (the "Bonds")
I, the undersigned officer of the City of Lubbock, Texas (the "City"), do hereby make and
execute this Pricing Certificate pursuant to an ordinance adopted by the City Council of the City
on June 28, 2018 (the "Ordinance") authorizing the issuance of the Bonds. Capitalized terms used
in this Pricing Certificate shall have the meanings given such terms in the Ordinance.
l. As authorized by Section 8.0 I of the Ordinance, I have acted on behalf of the City in selling
the Bonds to the Underwriter pursuant to the terms of a purchase contract authorized pursuant to
Section 8.01 of the Ordinance, for the sum of$ _____ (representing the principal amount
of$ _______ , plus a [net] premium of$ _____ and less an underwriter's discount
of$ ____ ~, and having the following terms, conditions and provisions, all as authorized
pursuant to Section 8.01 of the Ordinance:
A. The Bonds shall be issued in the aggregate principal amount of$ ____ , shall
be dated August 1, 20 I 8 (the "Bond Date"), bear interest from their date of deli very and shall
mature on April 15 in the years and in the principal amounts and bear interest payable on April 15
and October 15 of each year, commencing October 15, 2018, at the rates set forth in the following
schedule:
Years
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
Principal
Installments Interest Rates Years
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
Principal
Instal !men ts Interest Rates
B. Optional Redemption. The Bonds maturing on and after April 15, 2029, are subject
to optional redemption, in whole or in part, on April 15, 2028, or on any date thereafter, at a price
4130-4985-2435.1
equal to the principal amount of the Bonds so called for redemption plus accrued interest to the
date fixed for redemption.
C. A1andatory Redemption. The Bonds maturing on April 15 in the years 20_ and
20_ (collectively, the "Tenn Bonds") are subject to mandatory sinking fund redemption prior to
their scheduled maturity, and will be redeemed by the City, in part at a redemption price equal to
the principal amount thereof, without premium, plus interest accrued to the redemption date, on
the dates and in the principal amounts shown in the following schedule:
Term Bonds Maturing April 15, 20
Mandatory Redemption
Date
(April 15)
20
20
20
20
20 *
Principal
Amount
Term Bonds Maturing April 15, 20
Mandatory Redemption
Date (April 15)
20
20
20
20
20 +
* Final maturity
Principal Amount
Redemption
Price
Redemption Price
The Paying Agent/Registrar will select by lot or by any other customary method that results
in a random selection the specific Term Bonds (or with respect to Term Bonds having a
denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed by
mandatory redemption. The principal amount of Term Bonds required to be redeemed on
any redemption date pursuant to the foregoing mandatory sinking fund redemption
provisions hereof shall be reduced, at the option of the City, by the principal amount of any
Term Bonds which, at least 45 days prior to the mandatory sinking fund redemption date
(i) shall have been acquired by the City at a price not exceeding the principal amount of
such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the
Paying Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the
413 0-4985-243 5 I 1
optional redemption provisions hereof and not previously credited to a mandatory sinking
fund redemption.
D. In accordance with the parameters contained in Section 8.01 and Exhibit B of the
Ordinance, the undersigned does hereby find, certify and represent that the foregoing terms of the
Bonds satisfy the following requirements and parameters contained within such Section 8.0 I and
Exhibit B:
(i) the price to be paid for the Bonds is not less than 90% of the aggregate
principal amount of the Bonds;
(ii) the Bonds do not bear interest at a rate greater than the maximum rate
allowed by Chapter 1204, Texas Government Code, as amended;
(iii) the aggregate principal amount of the Bonds produces proceeds in an
amount sufficient to fund the purposes described in Section 3.0 l of the Ordinance and such
aggregate principal amount does not exceed the maximum amount authorized in Section
3.01 of the Ordinance;
(iv) the final maturity for the Bonds is April 15, 2048, which does not exceed
the maximum maturity of thirty-one (31) years from their date of delivery; and
(v) the Bonds have been rated by a nationally recognized rating agency for
municipal securities in one of the four highest rating categories for long term obligations.
2. Proceeds of the Bonds shall be applied as follows: (i) $ ______ shall be deposited
to a special account and used for the purposes identified in Section 3.0l(i) of the Ordinance;
(ii) $ _____ shall be deposited to a special account and used for the purposes identified in
Section 3. 0 I (ii) of the Ordinance; and (iii) $ _____ shall be used for the purposes identified
in Section 3 .01 (iv) of the Ordinance.
3. After giving effect to the issuance of the Bonds, the Required Reserve is $ ___ _
which is equal to the lesser of (i) the Average Annual Debt Service for all bonds Outstanding and
(ii) the maximum amount in a reasonably required reserve fund that can be invested without
restriction as to yield pursuant to Subsection ( d) of section 148 of the Code and regulations
promulgated thereunder. Such amount is currently on deposit in the Reserve Portion of the Bond
Fund and no additional deposit is required by virtue of the issuance of the Bonds.
4. [JERRY, IS THIS A STANDARD PART OF THE FORM?] Section 11.01 of the
Ordinance is restated in its entirety to read as follows:
4130~ 985-243 5 .1
Section 11.01. Discharge. The City may def ease the provisions of this Ordinance
and discharge its obligation to the Owners of any or all of the Bonds to pay the
principal of and interest thereon by depositing with the Registrar or with the
Comptroller either:
(a) cash in an amount equal to the principal amount of and interest on the
Bonds to the date of maturity or earlier redemption, if any, or
3
(b) pursuant to an escrow or trust agreement, cash and/or Defeasance
Securities, the principal of and interest on which will, when due or
redeemable at the option of the holder, without further investment or
reinvestment of either the principal amount thereof or the interest earnings
thereon, provide money in an amount which, together with other moneys, if
any, held in such escrow at the same time and available for such purpose,
shall be sufficient to provide for the timely payment of (A) the principal of
and interest on the Bonds to the date of maturity or earlier redemption, if
any;
provided, however, that if any of such Bonds are to be redeemed prior to their
respective dates of maturity, provision shall have been made for giving notice of
redemption as provided in this Ordinance. Upon such deposit, such Bonds shall no
longer be regarded to be outstanding or unpaid. Any surplus amount not required
to accomplish such defeasance shall be returned to the City.
The term "Defeasance Securities" as used in this Section shall mean (i) direct non-
callable obligations of United States of America, including obligations that are
unconditionally guaranteed by the United States of America; and (ii) non-callable
obligations of an agency or instrumentality of the United States, including
obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent.
5. The Bonds shall be issued substantially in the form attached hereto as Exhibit A.
6. The undersigned hereby finds that the terms and conditions of the sale of the Bonds are in
the best interest of the City and are the most advantageous reasonably available to the City.
[Signature page follows]
4130-4985-2435. l
Executed as of th
Chief Financial Officer
City of Lubbock, Texas
[Signature Page for Pricing Certificate for Electric Light and Power System Bonds]
EXHIBIT A
FORM OF THE BONDS
The form of the Bond, including the form of the Registration Ce11ificate of the Comptroller
of Public Accounts of the State of Texas, the form of Certificate of the Paying Agent/Registrar and
the form of Assignment appearing on the Bonds, shall be generally as follows:
Form of Bond. (a)
REGISTERED REGISTERED
No.
United States of America
State of Texas
County of Lubbock
CITY OF LUBBOCK, TEXAS
ELECTRIC LIGHT AND POWER SYSTEM REVENUE BOND
SERIES 2018
$ ___ _
INTEREST RA TE: MATURITY DA TE: BOND DATE: CUSIP NUMBER:
% ____ ,20_ August __ , 20_
The City of Lubbock (the "City"), in the County of Lubbock, State of Texas, for value
received, hereby promises to pay to
or registered assigns, but solely from the sources and in the manner hereinafter provided, on the
Maturity Date specified above, the sum of
DOLLARS -----------------
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provided for, and to pay interest on such principal amount from the
later of August 16, 2018 or the most recent interest payment date to which interest has been paid
or provided for until payment of such principal amount has been paid or provided for, at the per
annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day
months, such interest to be paid semiannually on April 15 and October 15 of each year,
commencing October 15, 2018. All capitalized terms used herein but not defined shall have the
meaning assigned to them in the Ordinance (defined below).
The principal of this Bond shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Bond at the
corporate office in Dallas, Texas (the "Designated Payment/Transfer Office"), of The Bank of
New York Mellon Trust Company, N.A., the initial Paying Agent/Registrar, or, with respect to a
4130-4985-2435. l A-1
successor Paying Agent/Registrar, at the Designated Payment/Transfer Office of such successor.
Interest on this Bond is payable by check dated as of the interest payment date, and mailed by the
Paying Agent/Registrar to the registered owner at the address shown on the Register kept by the
Paying Agent/Registrar, or by such other customary banking arrangements acceptable to the
Paying Agent/Registrar and the registered owner; provided, however, such registered owner shall
bear all risk and expense of such other banking arrangement. For the purpose of the payment of
interest on this Bond, the registered owner shall be the person in whose name this Bond is
registered at the close of business on the "Record Date," which shall be the last Business Day of
the month next preceding an Interest Payment Date.
If the date for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, legal holiday or day on which banking institutions in the city where the Paying
Agent/Registrar is located are required or authorized by law or executive order to close, the date
for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday or
day on which banking institutions are required or authorized to close and payment on such date
shall for all purposes be deemed to have been made on the original date payment was due.
This Bond is one of a series of fully registered bonds specified in the title hereof issued in
the aggregate principal amount of$ ______ (herein referred to as the "Bonds"), issued
pursuant to the authority provided by Chapters 13 71 and 1502, Texas Government Code, as
amended, and a certain ordinance of the City (the "Ordinance"), for the purposes of (i) paying the
costs of acquiring, purchasing, constructing, improving, renovating, enlarging, and/or equipping
property, buildings, structures, facilities, and/or related infrastructure for the System, (ii) funding
capitalized interest for the Bonds, (iii) funding the reserve fund requirement for the Bonds, and
(iv) paying the costs of issuing the Bonds.
The Bonds, together with certain outstanding parity lien revenue bonds of the City, are
secured by and payable solely from a first lien on and pledge of the Net Revenues of the System,
as provided or incorporated by reference in the Ordinance. The Bonds constitute special
obligations of the City payable solely from the sources and in the manner set fo1ih herein and in
the Ordinance and not from any other revenues, funds or assets of the City.
The City has reserved the right, subject to the restrictions stated or incorporated by
reference in the Ordinance, to issue additional parity revenue bonds that may be secured in the
same manner and on a parity with the Bonds and the Previously Issued Bonds.
The City has reserved the option to redeem the Bonds maturing on or after April 15, 2029,
before their respective scheduled maturities in whole or in part on April 15, 2028, or on any date
thereafter, at a price equal to the principal amount of the Bonds so called for redemption plus
accrued interest to the date fixed for redemption. If less than all of the Bonds are to be redeemed,
the City shall determine the maturity or maturities and the amounts thereof to be redeemed and
shall direct the Paying Agent/Registrar to call by lot the Bonds, or portion thereof, within such
maturity and in such principal amounts, for redemption.
413 0-4985-2435. 1 A-2
Bonds maturing on April 15, 20_ and April 15, 20_ ( collectively, the "Term Bonds") are
subject to mandatory sin.king fund redemption prior to their scheduled maturity, and will be
redeemed by the City, in part at a redemption price equal to the principal amount thereof, without
premium, plus interest accrued to the redemption date, on the dates and in the principal amounts
shown in the following schedule:
Term Bonds Maturing April 15, 20
Mandatory Redemption
Date
(April 15)
20
20
20
20
20 *
Principal
Amount
Tenn Bonds Maturing April 15, 20
Mandatory Redemption
Date (April 15)
20
20
20
20
20 *
• Final maturity
Principal Amount
Redemption
Price
Redemption Price
The Paying Agent/Registrar will select by lot or by any other customary method that results
in a random selection the specific Tenn Bonds (or with respect to Term Bonds having a
denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed by mandatory
redemption. The principal amount of Term Bonds required to be redeemed on any redemption
date pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall be
reduced, at the option of the City, by the principal amount of any Term Bonds which, at least
45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the
City at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the
date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall
have been redeemed pursuant to the optional redemption provisions hereof and not previously
credited to a mandatory sinking fund redemption.
4 130-4985-243 5. I A-3
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than thirty (30) days before the date fixed for redemption, to the registered owner
of each of the Bonds to be redeemed in whole or in part. In the Ordinance, the City reserves the
right in the case of an optional redemption to give notice of its election or direction to redeem
Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the
redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount
equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such
other entity as may be authorized by law, no later than the redemption date or (ii) that the City
retains the right to rescind such notice at any time prior to the scheduled redemption date if the
City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying
Agent/Registrar to rescind the redemption notice, and such notice and redemption shall be of no
effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded.
The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice
of redemption to the affected owners. Any Bonds subject to conditional redemption where
redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an
event of default. Further, in the case of a conditional redemption, the failure of the City to make
moneys and/or authorized securities available in pa1i or in whole on or before the redemption date
shall not constitute an event of default.
As provided in the Ordinance and subject to certain limitations therein set forth, this Bond
is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office
of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable
to the Paying Agent/Registrar; thereupon, one or more new fully registered Bonds of the same
stated maturity, of authorized denominations, bearing the same rate of interest, and for the same
aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer or
exchange any Bond called for redemption where such redemption is scheduled to occur within 45
calendar days of the transfer or exchange date; provided, however, such limitation shall not be
applicable to an exchange by the registered owner of the uncalled principal balance of a Bond.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided (except interest shall be paid to the person in whose name this Bond is registered on the
Record Date) and for all other purposes, whether or not this Bond be overdue, and neither the City
nor the Paying Agent/Registrar, nor any such agent shall be affected by notice to the contrary.
It is hereby certified and recited that this Bond has been duly and validly issued and
delivered; that all acts, conditions, and things required or proper to be perfonned, exist, and be
done precedent to or in the issuance and delivery of this Bond have been performed, existed, and
been done in accordance with law; that the Bonds do not exceed any constitutional or statutory
limitation; and that provision has been made for the payment of the principal of and interest on the
Bonds by irrevocably pledging the net revenues of the System, as hereinabove recited.
The registered owner hereof shall never have the right to demand payment of this Bond out
of any funds raised or to be raised by taxation.
4130-4985-243 5. ! A-4
IN WITNESS WHEREOF, the City has caused this Bond to be executed in its name by the
manual or facsimile signature of the Mayor of the City and countersigned by the manual or
facsimile signature of the City Secretary, and the official seal of the City has been duly impressed
or placed in facsimile on this Bond.
Mayor, City of Lubbock, Texas
City Secretary, City of Lubbock, Texas
[SEAL]
(bf Form of Comptroller's Registration Certificate.
The following Comptroller's Registration Certificate may be deleted from the definitive
Bonds if such Certificate on the initial Bond is fully executed.
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
OF THE STATE OF TEXAS
§
§
§
REGISTER NO. -----
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required by
law, that he finds that it has been issued in conformity with the Constitution and laws of the State
of Texas, and that it is a valid and binding special obligation of the City of Lubbock, Texas, payable
from the revenues pledged to its payment by and in the ordinance authorizing same and that said
bond has this day been registered by me.
Witness my hand and seal of office at Austin, Texas, ____________ _
[SEAL]
4130-4985-2435. I
Comptroller of Public Accounts of the State of
Texas
A-5
(c) Form of Certificate of Paying Agent/Registrar.
The following Ce1iificate of Paying Agent/Registrar may be deleted from the Initial Bond
if the Comptroller's Registration Certificate appears thereon.
CERTIFICATE OF PA YING AGENT/REGISTRAR
It is hereby ce1iified that this Bond has been issued under the provisions of the Ordinance
described on this Bond; and that this Bond has been issued in conversion of and exchange for or
replacement of a bond, bonds, or portion of a bond or bonds of an issue which was originally
approved by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas as shown in the records kept by the undersigned.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Paying Agent/Registrar
By:
Dated: _____________ Authorized Representative
(d) Form of Assigmnent.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print
or typewrite name, address and Zip Code of
transferee):
(Social Security or other identifying number: ------~ the within Bond and all rights
hereunder and hereby irrevocably constitutes and appoints -------------attorney to transfer the within Bond on the books kept for registration hereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed By:
-----------------Authorized Signatory
4130-4985-2435. I
NOTICE: The signature on this Assignment must
correspond with the name of the registered owner
as it appears on the face of the within Bond in
every particular and must be guaranteed in a
manner acceptable to the Paying Agent/Registrar.
A-6
(e) The Initial Bond shall be in the form set forth in subsections (a), (b) and (d) of this
Section, except for the following alterations:
(i) immediately under the name of the Bond (which name shall be set forth in
the Pricing Certificate), the headings "rNTEREST RA. TE" and "MATURITY DA TE" shall
be completed with the words "As shown below" and the heading "CUSIP NUMBER" shall
be deleted;
(ii) in the first paragraph of the Bond, the words "on the Maturity Date specified
above, the sum of _______ DOLLARS" shall be deleted and the following will
be inserted: "on April 15 in each of the years, in the principal installments and bearing
interest at the per annum rates in accordance with the following schedule:
Years Principal Installments Interest Rates
(Information to be inserted from the Pricing Certificate)
(iii) the Initial Bond shall be numbered T-1.
4130-4985-2435.I A-7
GENERAL CERTIFICATE
We, the undersigned, Mayor, City Manager and City Secretary, respectively, of the City of
Lubbock, Texas (the "City"), do hereby ce1tify the following information:
I. This certificate relates to the City of Lubbock, Texas, Electric Light and Power
System Revenue Bonds, Series 2018 (the "Bonds"), dated August l, 2018. Capitalized terms used
herein and not otherwise defined shall have the meaning assigned thereto in the Ordinance (the
"Ordinance"), adopted by the City Council of the City, authorizing the issuance of the Bonds.
2. The City of Lubbock, Texas, is a duly incorporated Home Rule City with a
population greater than 50,000, and is operating and existing under the Constitution and laws of
the State of Texas and the duly adopted Home Rule Charter of the City. The Home Rule Charter
was last amended at an election held in the City on November 2, 2004.
3. The following are duly qualified and acting, elected or appointed officials of the
City of Lubbock, Texas:
Daniel M. Pope, Mayor
Jeff Griffith, Mayor Pro Tern
W. Jarrett Atkinson, City Manager
D. Blu Kostelich, Chief Financial Officer
Rebecca Garza, City Secretary
Juan A. Chadis
Shelia Patterson Harris
Latrelle Joy
Steve Massengale
Randy Christian
)
) Members of
) the Council
)
)
4. The Net Revenues of the System are not pledged or encumbered to the payment of
any debt or obligation of the City or the System except the Bonds, the Outstanding Previously
Issued Bonds (consisting of the City's Electric Light and Power System Revenue Bonds, Series
2010, Electric Light and Power System Revenue Refunding and Improvement Bonds, Series 2013,
Electric Light and Power System Revenue Bonds, Series 2014, Electric Light and Power System
Revenue Bonds, Series 2015, Electric Light and Power System Revenue Bonds, Series 2016, and
Electric Light and Power System Revenue Bonds, Series 2017).
5. The debt service requirements for the Bonds and the Previously Issued Bonds are
set forth under ''Table 7 -Revenue Bond Debt Service Requirements" included in "APPENDIX A
-FINANCIAL INFORMATION REGARDING THE SYSTEM" to the City's Official Statement
prepared in connection with the issuance of the Bonds (the "Official Statement"), and such table
is incorporated herein by reference and is true and correct as of the date hereof.
6. The revenues and expenses of the System are set forth under "Table 8-Condensed
Statement of Operations" included in "APPENDIX A -FINANCIAL INFORMATION
REGARDING THE SYSTEM" to the Official Statement, and such table is incorporated herein by
reference and is true and correct as of the date hereof.
4126-7497-7300.1
7. The rates charged by the System for services provided are set forth under "Table 11
-Monthly Electric Rates" included in "APPENDIX A -FINANCIAL INFORMATION
REGARDING THE SYSTEM" to the Official Statement, and such table is incorporated herein by
reference and is true and correct as of the date hereof.
8. No litigation of any nature has been filed or is now pending or, to our knowledge,
threatened in any court to restrain the issuance or delivery of said Bonds, the collection of Net
Revenues to pay the principal of and interest on the Bonds or the pledge thereof or otherwise
affecting the provisions made for their payment or security, or in any manner questioning the
proceedings or authority concerning the issuance of said Bonds.
9. Neither the corporate existence nor the boundaries of the City, nor the title of its
present officers to their respective offices is being contested, and no authority or proceedings for
the issuance of said proposed Bonds have been repealed, revoked or rescinded.
l 0. The City is not in default in connection with any of the covenants, conditions or
obligations contained in the ordinance authorizing the Outstanding Previously Issued Bonds and
all interest, sinking and reserve funds for such bonds have been fully maintained in accordance
with the provisions of said ordinances.
11. The descriptions and statements of or pertaining to the City contained in the Official
Statement, and any addenda, supplement or amendment with respect to such descriptions or
statements thereto, on the date of such Official Statement, on the date of sale of the Bonds and on
the date of the delivery, were and are true and correct in all material respects.
12. 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.
13. 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.
14. There has been no material adverse change in the financial condition and affairs of
the City since the date of the Official Statement.
15. With respect to the contracts executed in connection with the authorization and
issuance of the Bonds, all disclosure filings and acknowledgements required by Section 2252.908,
Texas Government Code, and the rules of the Texas Ethics Commission related to said provision,
have been made.
16. The undersigned Mayor and City Secretary officially executed and signed the
Bonds, including the Initial Bond delivered to the Underwriter (the "Initial Bond"), by manual
signature or by causing facsimiles of our manual signatures to be imprinted or lithographed on
each of the Bonds, and we hereby adopt said facsimile signatures as our own, respectively, and
2
declare that said facsimile signatures constitute our signatures the same as if we had manually
signed each of the Bonds.
17. The Bonds, including the Initial Bond, are substantially in the form, and have been
duly executed and signed in the manner, prescribed in the Ordinance.
18. At the time the undersigned Mayor and City Secretary so executed and signed the
Bonds, we were, and at the time of executing this certificate we are, the duly chosen, qualified,
and acting officers indicated therein and authorized to execute the same.
19. We have caused the official seal of the City to be impressed, or printed, or copied
on each of the Bonds; and said seal on the Bonds has been duly adopted as, and is hereby declared
to be, the official seal of the City.
[EXECUTION PAGE FOLLOWS]
3
EXECUTED AND DELIVERED this
MANUAL SIONA TURE OFFICIAL TITLE
Mayor, City of Lubbock, Texas
STATE OF TEXAS §
§
COUNTY OF LUBBOCK §
Before me, the undersigned authority, on this day personally appeared Daniel M. Pope,
Mayor, of the City of Lubbock, Texas, known to me to be such person who signed the above and
foregoing certificate in my presence and acknowledged to me that such person executed the above
and foregoing certificate for the purposes therein stated. I
01vEN UNDER MY HAND AND sEAL oF oFF1cE THrs _(a ..... l~V>_,._LP~(V __ _
otary Public,
In and for the State of Texas
[SEAL)
Signature Page for General Certificate
EXECUTED AND DELIVERED this
MANUAL SIONA TURE OFFICIAL TITLE
City Manager, City of Lubbock, Texas
ST A TE OF TEXAS §
§
COUNTY OF LUBBOCK §
Before me, the undersigned authority, on this day personally appeared W. Jarrett Atkinson,
City Manager, of the City of Lubbock, Texas, known to me to be such person who signed the
above and foregoing certificate in my presence and acknowledged to me that such person executed
the above and foregoing certificate for the purposes therein slatt:<l.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS -~_(_7!i---=-t-/~UJ~li __
[SEAL]
~"""' JENNIFER SOWDER CLEMENTS
Notary Public, Slate ol Texas
Notary \D# 12497068·3
My Commission Expires 06·28·2020
Notary Public,
nd for the State of Texas
Signature Page for General Certificate
EXECUTED AND DELIVERED this
MANUAL SIGNATURE OFFICIAL TITLE
City Secretary, City of Lubbock, Texas
ST A TE OF TEXAS §
§
COUNTY OF LUBBOCK §
Before me, the undersigned authority, on this day personally appeared Rebecca Garza, City
Secretary, of the City of Lubbock, Texas, known to me to be such person who signed the above
and foregoing certificate in my presence and acknowledged to me that such person executed the
above and foregoing certificate for the purposes therein stated.
Notary ublic,
and for the State of Texas
[SEAL]
Signature Page for General Certificate
CERTIFICATE PURSUANT TO PURCHASE CONTRACT
We, the undersigned officials of the City of Lubbock, Texas (the "City"), acting in our
official capacity, in connection with the issuance and delivery by the City of Lubbock, Texas, of
its Electric Light and Power System Revenue Bonds, Series 2018 (the "Bonds"), hereby certify
that:
I. This certificate is delivered pursuant to the Purchase Contract relating to the Bonds,
dated July 17, 2018 (the "Purchase Contract'), between the City and Goldman Sachs & Co. LLC,
as representative for itself, Citigroup Global Markets, Inc., J.P. Morgan Securities LLC, and
Raymond James & Associates, Inc. (collectively, the "Underwriters"). Capitalized words used
herein as defined terms and not otherwise defined herein have the respective meanings assigned
to them in the Purchase Contract.
2. The representations and warranties of the City contained in the Purchase Contract
are true and correct in all material respects on and as of the date hereof as though made on and as
of the date hereof.
3. Except to the extent disclosed in the Official Statement, no litigation is pending or,
to our knowledge, threatened in any court to restrain or enjoin the issuance or delivery of the
Bonds, or collection or application of Pledged Revenues pledged or to be pledged to pay the
principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting
the validity of the Bonds or the City Documents, or contesting the powers of the City or the
authorization of the Bonds or the City Documents, or contesting in any way the accuracy,
completeness or fairness of the Official Statement.
4. To the best of our knowledge, no event affecting the City has occurred since the
date of the Official Statement that should be disclosed in the Official Statement for the purpose for
which it is to be used or that it is necessary to disclose therein in order to make the statements and
information therein not misleading in any material respect.
5. There has not been any material and adverse change in the affairs or financial
condition of the City since September 30, 2017, the latest date as to which audited financial
information is available.
[Execution Page Follows.]
4140-9095-7331. l
DATED: _______ ,,2018.
City Nfanager
City of Lubbock, Texas
Signature Page for Certificate Pursuant to Purchase Contract
ADDITIONAL BONDS CERTIFICATE
This certificate relates to the City of Lubbock, Texas, Electric Light and Power System
Revenue Bonds, Series 2018 (the "Bonds"), dated August 1, 2018, Capitalized terms used herein
and not otherwise defined shall have the meaning assigned thereto in the Ordinance (the
"Ordinance"), adopted by the City Council of the City, authorizing the issuance of the Bonds.
Pursuant to Section 9.0l(a) of the Ordinance, I, the undersigned Chief Financial Officer of
the City of Lubbock, Texas (the "City"), do hereby certify that the City is not in default in
connection with any of the covenant onditions or obligations contained in the ordinance
authorizing the Outstanding Pr · ed Bonds and all interest, sinking and reserve funds
for such bonds have be accordance with the provisions of said ordinances.
City of Lubbock, Texas
4162-3659-6500.1
4149-7890-<1595. I
PA YING AGENT/REGISTRAR AGREEMENT
between
CITY OF LUBBOCK, TEXAS
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
Pertaining to
City of Lubbock, Texas
Electric Light and Power System Revenue Bonds
Series 2018
Dated as of August 1, 2018
4149-7890-4595. I
PA YING AGENT/REGISTRAR AGREEMENT
between
CITY OF LUBBOCK, TEXAS
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
Pertaining to
City of Lubbock, Texas
Electric Light and Power System Revenue Bonds
Series 2018
Dated as of August 1, 2018
------------~-------~-~-
TABLE OF CONTENTS
Page
ARTICLE I APPOINTMENT OF BANK AS PA YING AGENT AND REGISTRAR ........... l
Section 1.01. Appointment .............................................................................................. I
Section 1.02. Co1npensation ............................................................................................ I
ARTICLE II DEFINITIONS ....................................................................................................... 2
Section 2.0 I. Definitions .................................................................................................. 2
AR TIC LE III PAYING AGENT .................................................................................................. 3
Section 3 .0 I. Duties of Paying Agent .............................................................................. 3
Section 3.02. Payment Dates ........................................................................................... 4
Section 3.03. Merger, Conversion, Consolidation, or Succession ................................... 4
AR TI CLE IV REGISTRAR ......................................................................................................... 4
Section 4.0 I. Transfer and Exchange .............................................................................. 4
Section 4.02. The Bonds .................................................................................................. 4
Section 4.03. Forn1 of Register ........................................................................................ 5
Section 4.04. List of O\1/Tlers ............................................................................................ 5
Section 4.05. Cancellation of Bonds ................................................................................ 5
Section 4.06. Mutilated, Destroyed, Lost, or Stolen Bonds ............................................. 5
Section 4.07. Transaction Information to Issuer .............................................................. 6
AR TI CLE V THE BANK ........................................................................................................... 6
Section 5.01. Duties of Bank ........................................................................................... 6
Section 5.02. Reliance on Documents, Etc ...................................................................... 7
Section 5 .03. Recitals of Issuer ........................................................................................ 7
Section 5.04. May Hold Bonds ........................................................................................ 8
Section 5.05. Money Held by Bank ................................................................................. 8
Section 5.06. Indemnification .......................................................................................... 8
Section 5.07. Interpleader ................................................................................................ 8
ARTICLE VI MISCELLANEOUS PROVISIONS ...................................................................... 9
Section 6.01. Amendment ................................................................................................ 9
Section 6.02. Assignment ................................................................................................ 9
Section 6.03. Notices ....................................................................................................... 9
Section 6.04. Effect of Headings ..................................................................................... 9
Section 6.05. Successors and Assigns .............................................................................. 9
Section 6.06. Separability ................................................................................................ 9
Section 6.07. Benefits of Agreement ............................................................................... 9
Section 6.08. Entire Agreement ...................................................................................... 9
Section 6.09. Counterparts ............................................................................................... 9
Section 6.10. Termination .............................................................................................. 10
Section 6.11. Governing Law ........................................................................................ 10
4149-7890-4595 I -!-
PAYING AGENT/REGISTRAR AGREEMENT
THIS PA YING AGENT/REGISTRAR AGREEMENT (the or this "Agreement"), dated as
of August l, 2018, is by and between CITY OF LUBBOCK, TEXAS (the "Issuer"), and The Bank
of New York Mellon Trust Company, N.A. (the "Bank"), a national banking association.
WHEREAS, the Issuer has duly authorized and provided for the issuance of its Electric
Light and Power System Revenue Bonds, Series 2018 (the "Bonds"), dated August I, 2018, to be
issued as registered securities without coupons; and
WHEREAS, all things necessary to make the Bonds the valid obligations of the lssuer, in
accordance with their terms, wi!l be taken upon the issuance and delivery thereof, and
WHEREAS, the Issuer is desirous that the Bank act as the Paying Agent of the Issuer in
paying the principal, redemption premium, if any, and interest on the Bonds, in accordance with
the terms thereof, and that the Bank act as Registrar for the Bonds; and
WHEREAS, the Issuer has duly authorized the execution and delivery of this Agreement,
and all things necessary to make this Agreement the val id agreement of the Issuer, in accordance
with its tenns, have been done;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE I
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
(a) The Issuer hereby appoints the Bank to act as Paying Agent with respect to the
Bonds in paying to the Owners of the Bonds the principal, redemption premium, if any, and interest
on all or any of the Bonds.
(b) The Issuer hereby appoints the Bank as Registrar with respect to the Bonds.
(c) The Bank hereby accepts its appointment, and agrees to act as, the Paying Agent
and Registrar.
Section 1.02. Compensation.
(a) As compensation for the Bank's services as Paying Agent/Registrar, the Issuer
hereby agrees to pay the Bank the fees and amounts set forth in Appendix A attached hereto for
the first year of this Agreement, or such part thereof as this Agreement shall be in effect, and
thereafter while this Agreement is in effect, the fees and amounts set forth in the Bank's current
fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall
be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer,
and shall be effective upon the first day of the following Fiscal Year.
4149-78904595. l
(b) In addition, the Issuer agrees to reimburse the Bank upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Bank in accordance
with any of the provisions hereof, including the reasonable compensation and the expenses and
disbursements of its agents and counsel.
ARTICLE II
DEFINITIONS
Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires, the following terms have the following
meanings when used in this Agreement:
"Bank" means The Bank of New York Mellon Trust Company, N.A.
"Bank Office" means the Bank's office in Dallas, Texas. The Bank will notify the Issuer
in writing of any change in location of the Bank Office.
"Bond" or "Bonds" means, collectively, any or al! of the Issuer's Electric Light and Power
System Revenue Bonds, Series 2018, dated August 1, 2018.
"Bond Ordinance" means the ordinance of the City Council of the Issuer authorizing the
issuance and delivery of the Bonds.
"Business Day" means any day which is not a Saturday, Sunday or legal holiday or day on
which banking institutions in New York, New York are required or authorized by law or executive
order to close.
"Financial Advisor" means RBC Capital Markets, LLC.
"Fiscal Year" means the 12 month period ending September 30th of each year.
"Issuer" means the City of Lubbock, Texas.
"Issuer Request" and "Issuer Order" means a written request or order signed in the name
of the Issuer by the Mayor of the Issuer, or any other authorized representative of the Issuer and
delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized by applicable
law to be closed.
"Owner" means the Person in whose name a Bond is registered in the Register.
"Paying Agent" means the Bank when it is performing the functions associated with the
terms in this Agreement.
4149-7890-4 595. I 2
"Person" means any individual, corporation, partnership, joint venture, association, joint
stock company, trust, unincorporated organization, or government or any agency or political
subdivision of a government.
"Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or
a po1tion of the same obligation as that evidenced by such particular Bond (and, for the purposes
of this definition, any Bond registered and delivered under Section 4.06 in lieu of a mutilated, lost,
destroyed or stolen Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed or stolen Bond).
"Record Date" means the last Business Day of the month next preceding an interest
payment date established by the Bond Ordinance.
"Register" means a register in which the Issuer shall provide for the registration and
transfer of Bonds.
"Responsible Officer" when used with respect to the Bank means the Chairman or Vice
Chairman of the Board of Directors, the Chairman or Vice Chairman of the Executive Committee
of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary,
the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar
to those performed by any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
"Stated Maturity" means the date or dates specified in the Bond Ordinance as the fixed
date on which the principal of the Bonds is due and payable or the date fixed in accordance with
the terms of the Bond Ordinance for redemption of the Bonds, or any portion thereof, prior to tbe
fixed maturity date.
ARTICLE III
PA YING AGENT
Section 3.01. Duties of Paying Agent.
(a) The Bank, as Paying Agent and on behalf of the Issuer, shall pay to the Owner, at
the Stated Maturity and upon the surrender of the Bond or Bonds so maturing at the Bank Office,
the principal amount of the Bond or Bonds then maturing, and redemption premium, if any,
provided that the Bank shall have been provided by or on behalf of the Issuer adequate funds to
make such payment.
(b) The Bank, as Paying Agent and on behalf of the Issuer, shall pay interest when due
on the Bonds to each Owner of the Bonds (or their Predecessor Bonds) as shown in the Register
at the close of business on the Record Date, provided that the Bank shall have been provided by
or on behalf of the Issuer adequate funds to make such payments; such payments shall be made by
computing the amount of interest to be paid each Owner, preparing the checks, and mailing the
4149-7890-4 595. I 3
checks on each interest payment date addressed to each Owner's address as it appears in the
Register on the Record Date.
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of, redemption premium, if any, and interest on the Bonds at the dates specified in the Bond
Ordinance.
Section 3 .03. Merger, Conversion. Consolidation. or Succession. Any corporation into
which the Paying Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion, or consolidation to which the Paying Agent
shall be a party, or any corporation succeeding to all or substantially all of the corporate trust
business of the Paying Agent shall be the successor of the Paying Agent hereunder without the
execution or filing of any paper or any futiher act on the part of either of the parties hereto.
ARTICLE IV
REGISTRAR
Section 4.01. Transfer and Exchange.
(a) The Issuer shall keep the Register at the Bank Office, and subject to such reasonable
written regulations as the Issuer may prescribe, which regulations shall be furnished to the Bank
herewith or subsequent hereto by Issuer Order, the Issuer shall provide for the registration and
transfer of the Bonds. The Bank is hereby appointed "Registrar" for the purpose ofregistering and
transferring the Bonds as herein provided. The Bank agrees to maintain the Register while it is
Registrar. The Bank agrees to at all times maintain a copy of the Register at its office located in
the State of Texas.
(b) The Bank as Registrar hereby agrees that at any time while any Bond is outstanding,
the Owner may deliver such Bond to the Registrar for transfer or exchange, accompanied by
instructions from the Owner, or the duly authorized designee of the Owner, designating the
persons, the maturities, and the principal amounts to and in which such Bond is to be transfened
and the addresses of such persons; the Registrar shall thereupon, within not more than three
(3) business days, register and deliver such Bond or Bonds as provided in such instructions. The
provisions of the Bond Ordinance shall control the procedures for transfer or exchange set forth
herein to the extent such procedures are in conflict with the provisions of the Bond Ordinance.
( c) Every Bond surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed in a
manner satisfactory to the Bank, duly executed by the Owner thereof or his attorney duly
authorized in writing.
(d) The Bank may request any supporting documentation it feels necessary to effect a
re-registration.
Section 4.02. The Bonds. The Issuer shall provide an adequate inventory of unregistered
Bonds to facilitate transfers. The Bank covenants that it will maintain the unregistered Bonds in
safekeeping and will use reasonable care in maintaining such unregistered Bonds in safekeeping,
4 J 49• 7890-4595.1 4
which shall be not less than the care it maintains for debt securities of other governments or
corporations for which it serves as registrar, or which it maintains for its own securities.
Section 4.03. Form of Register.
(a) The Bank as Registrar will maintain the records of the Register in accordance with
the Bank's general practices and procedures in effect from time to time. The Bank shall not be
obligated to maintain such Register in any form other than a form which the Bank has currently
available and cmTently utilizes at the time.
(b) The Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04. List of Owners.
(a) The Bank will provide the Issuer at any time requested by the Issuer, upon payment
of the cost, if any, of reproduction, a copy of the information contained in the Register. The Issuer
may also inspect the information in the Register at any time the Bank is customarily open for
business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to
convert the information into written form.
(b) The Bank will not release or disclose the content of the Register to any person other
than to, or at the written request of, an authorized officer or employee of the Issuer, except upon
receipt of a subpoena or court order or as otherwise required by law. Upon receipt of a subpoena
or court order the Bank will notify the Issuer so that the Issuer may contest the subpoena or court
order.
Section 4.05. Cancellation of Bonds. All Bonds surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it
and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already cancelled, shall
be promptly cancelled by the Bank. The Issuer may at any time deliver to the Bank for cancellation
any Bonds previously certified or registered and delivered which the Issuer may have acquired in
any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bank. All
cancelled Bonds held by the Bank shall be disposed of pursuant to the Securities Exchange Act of
1 934, as amended.
Section 4.06. Mutilated, Destroyed. Lost, or Stolen Bonds.
(a) Subject to the provisions of this Section 4.06, the Issuer hereby instructs the Bank
to deliver fully registered Bonds in exchange for or in lieu of mutilated, destroyed, lost, or stolen
Bonds as long as the same does not result in an over-issuance.
(b) If (i) any mutilated Bond is surrendered to the Bank, or the Issuer and the Bank
receives evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (ii) there
is delivered to the Issuer and the Bank such security or indemnity as may be required by the Bank
to save and hold each of them harmless, then in the absence of notice to the Issuer or the Bank that
such Bond has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its
request the Bank shall register and deliver, in exchange for or in lieu of any such mutilated,
4149-7890-4 595. ! 5
destroyed, lost, or stolen Bond, a new Bond of the same stated maturity and of like tenor and
principal amount bearing a number not contemporaneously outstanding.
( c) Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed,
lost, or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or
not the mutilated, destroyed, lost, or sto!en Bond shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of the Bond Ordinance equally and ratably with all other
outstanding Bonds.
(d) Upon the satisfaction of the Bank and the Issuer that a Bond has been mutilated,
destroyed, lost, or stolen, and upon receipt by the Bank and the Issuer of such indemnity or security
as they may require, the Bank shall cancel the Bond number on the Bond registered with a notation
in the Register that said Bond has been mutilated, destroyed, lost, or stolen; and a new Bond shall
be issued of the same series and of like tenor and principal amount bearing a number, according
to the Register, not contemporaneously outstanding.
(e) The Bank may charge the Owner the Bank's fees and expenses in connection with
issuing a new Bond in lieu of or exchange for a mutilated, destroyed, lost, or stolen Bond.
(f) The Issuer hereby accepts the Bank's current blanket bond for lost, stolen, or
destroyed Bonds and any future substitute blanket bond for lost, stolen, or destroyed Bonds that
the Bank may arrange, and agrees that the coverage under any such blanket bond is acceptable to
it and meets the Issuer's requirements as to security or indemnity. The Bank need not notify the
Issuer of any changes in the security or other company giving such bond or the terms of any such
bond, provided that the amount of such bond is not reduced below the amount of the bond on the
date of execution of this Agreement. The blanket bond then utilized by the Bank for lost, stolen,
or destroyed Bonds by the Bank is available for inspection by the Issuer on request.
Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time
after receipt of written request from the Issuer, furnish the Issuer information as to the Bonds it
has paid pursuant to Section 3.01; Bonds it has delivered upon the transfer or exchange of any
Bonds pursuant to Section 4.01; and Bonds it has delivered in exchange for or in lieu of mutilated,
destroyed, lost, or stolen Bonds pursuant to Section 4.06 of this Agreement.
ARTICLE V
THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein
and in accordance with the Bond Ordinance and agrees to use reasonable care in the performance
thereof. The Bank hereby agrees to use the funds deposited with it for payment of the principal
of, redemption premium, if any, and interest on the Bonds to pay the Bonds as the same shall
become due and further agrees to establish and maintain all accounts and funds as may be required
for the Bank to function as Paying Agent.
4149-7890.4 595.1 6
Section 5.02. Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any e1Tor of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any ordinance, resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, ce11ificate, 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 Bonds, but
is protected in acting upon receipt of Bonds containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Owner or an attorney-in-fact of
the Owner. The Bank shall not be bound to make any investigation into the facts or matters stated
in an ordinance, resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, ce11ificate, note, security, or other paper or document supplied by Issuer.
(e) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Bonds in the manner disclosed in the closing memorandum as prepared by the
Issuer's Financial Advisor or other agent. The Bank may act on a facsimile or e-mail transmission
of the closing memorandum acknowledged by the Financial Advisor or the Issuer as the final
closing memorandum. The Bank shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Bank's reliance upon, and compliance with such instructions.
(f) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(g) The Bank may exercise any of the powers hereunder and perfom1 any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5 .03. Recitals of Issuer.
(a) The recitals contained herein and in the Bonds shall be taken as the statements of
the Issuer, and the Bank assumes no responsibility for their conectness.
(b) The Bank shall in no event be liable to the Issuer, any Owner or Owners, or any
other Person for any amount due on any Bond except as otherwise expressly provided herein with
respect to the liability of the Bank for its duties under this Agreement.
4 149-7890-4 595. 1 7
Section 5.04. May Hold Bonds. The Bank, in its individual or any other capacity, may
become the Owner or pledgee of Bonds and may otherwise deal with the Issuer with the same
rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05. Money Held by Bank.
(a) Money held by the Bank hereunder need not be segregated from any other funds
provided appropriate accounts are maintained.
(b) The Bank shall be under no liability for interest on any money received by it
hereunder.
(c) Subject to the provisions of Title 6, Texas Property Code, as amended, any money
deposited with the Bank for the payment of the principal, redemption premium, if any, or interest
on any Bond and remaining unclaimed for three years after final maturity of the Bond has become
due and payable will be paid by the Bank to the Issuer, and the Owner of such Bond shall thereafter
look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies
shall thereupon cease.
(d) The Bank will comply with the rep011ing requirements of Chapter 74 of the Texas
Property Code, as amended.
(e) The Bank shall deposit any moneys received from the Issuer into a trust account to
be held in a paying agent capacity for the payment of the Bonds, with such moneys in the account
that exceed the deposit insurance, available to the Issuer, provided by the Federal Deposit
Insurance Corporation to be fully collateralized with securities or obligations that are eligible under
the laws of the State of Texas and to the extent practicable under the laws of the United States of
America to secure and be pledged as collateral for trust accounts until the principal and interest on
the Bonds have been presented for payment and paid to the owner thereof. Payments made from
such trust account shall be made by check drawn on such trust account unless the owner of such
Bonds shall, at its own expense and risk, request such other medium of payment.
Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank, its officers, directors, employees, and agents for, and hold them harmless
against, any loss, liability, or expense incurred without negligence or bad faith on their part arising
out of or in connection with its acceptance or administration of the Bank's duties hereunder, and
under Article V of the Bond Ordinance, including the cost and expense (including its counsel fees)
of defending itself against any claim or liability in connection with the exercise or performance of
any of its powers or duties under this Agreement.
Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demands or controversy over its persons as well as funds on
deposit in a court of competent jurisdiction within the State of Texas; waive personal service of
any process; and agree that service of process by certified or registered mail, return receipt
requested, to the address set forth in this Agreement shall constitute adequate service. The Issuer
and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of
competent jurisdiction within the State of Texas to determine the rights of any person claiming
any interest herein.
4149-7890-4 595 .1 8
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereof.
Section 6.02. Assignment. This Agreement may not be assigned by either pa1ty without
the prior written consent of the other.
Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown
below:
(a) if to the Issuer:
if to the Bank:
City of Lubbock, Texas
1625 13th Street
Lubbock,Texas79457
Attention: Executive Director of Finance
The Bank of New York Mellon Trust Company, N.A.
2001 Bryan Street, 11th Floor
Dallas, Texas 7520 l
Section 6.04. Effect of Headings. The A1ticle 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.
Section 6.06. Separability. If any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.08. Entire Agreement. This Agreement and the Bond Ordinance constitute the
entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar,
and if any conflict exists between this Agreement and the Bond Ordinance, the Bond Ordinance
shall govern.
Section 6.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same Agreement.
4 149-7890-4 595.1 9
Section 6.10. Termination.
(a) This Agreement will terminate on the date of final payment by the Bank issuing its
checks for the final payment of principal, redemption premium, if any, and interest of the Bonds.
(b) This Agreement may be earlier terminated upon sixty (60) days \VTitten notice by
either party; provided, that, no termination shall be effective until a successor has been appointed
by the Issuer and has accepted the duties imposed by this Agreement. A resigning Paying
Agent/Registrar may petition any court of competent jurisdiction for the appointment of a
successor Paying Agent/Registrar if an instrument of acceptance by a successor Paying
Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within sixty
(60) days after the giving of notice of resignation.
(c) The provisions of Section 1.02 and of A1iicle Five shall survive and remain in full
force and effect following the tem1ination of this Agreement.
Section 6.11. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
[Signature Page to Follow]
4 l 49-7890-4595. I 10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
CITY OF LUBBOCK, TEXAS
By:
Daniel M. Pope, Mayor
ATTEST
By:
/Signature page for Payi11g Age11t/Registrar Agreement/or Electric Light a11d Power System BomlsI
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By:
Title: ---------------
]Signature pt1gefor Paying A.gent/Registrar Agreement/or Electric Light mu/ Power System Bomlsl
APPENDIX A
SCHEDULE OF FEES FOR SERVICE AS PA YING AGENT/REGISTRAR
City of Lubbock, Texas Electric Light and Power System
Revenue Bonds, Series 2018
August 1, 2018
Presented By: Fee Schedule for the following:
BNY Mellon. Corporate Trust • Paying Agent
• Registrar
/><:>-
BNY MELLON
4 149-7890-4 595. 1
BNYMELLON BNY Mellon Corporate Trust
Fee Schedule for City of Lubbock, Texas Electric light and Power System Revenue Bonds, Series 2018
Fee Schedule
Subject to the Terms and Disclosures below, upon appointment of The Bank of New York Mellon Trust Company, NA ("BNYM" or
"us" or "affiliates" or "subsidiaries") in the roles as outlined within this Fee Schedule (this "Fee Schedule"), City of Lubbock, Texas
("Customer" or "You") shall be responsible for the payment of the fees, expenses and charges as set forth herein. Fees are payable
or accrue at the time of the execution of the governing documents (the "Transaction Documents") in connection with the closing of the
transaction (the "Transaction") which is the subject of this Fee Schedule.
General fees
' Acceptance Fee $0
The Transaction Acceptance Fee is payable at the time of the execution of the governing documents in connection with the closing of
the transaction which is the subject of this Agreement (the "Transaction"). and compensetes BNYM for the following: review of all
supporting documents, initial establishment of the required accounts and Know Your Customer checks.
Annual Paying Agent Fee $750
An annual charge covering the normal paying agent duties related to account administration and bondholder services. Our pricing is
based on the assumption on that the bonds are OTC-eligible/book-entry only. This fee is payable annually, in advance.
Extraordinary Services/Miscellaneous Fees
The charges for performing extraordinary or other services not contemplated atthe time ofthe execution of the Transaction Documents
or not specifically covered elsewhere in this schedule will be commensurate with the service to be provided and may be charged in
BNY Mellon's sole discretion. If it is contemplated that BNY Mellon hold/and or value collateral, additional acceptance, administration
and counsel review fees will be applicable to the agreement governing such services. If the bonds are converted to certificated fem,,
additional annual fees will be charged for any applicable tender agent and/or registrar/paying agent services. Additional information
will be provided al such time. If all outstanding bonds of a series are defeased or redeemed, or BNY Mellon is removed as paying
agent prior to the maturity of the bonds, a termination fee may be assessed at that time.
Miscellaneous fees and expenses may include, but are not necessarily limited to supplemental agreements, tender 'processing, the
preparation and distribution of sinking fund redemption notices, optional redemptions, failed remarketing processing, preparation of
special or interim reports, UCC filing fees. auditor confirmation fees, wire transfer fees, letter of Credit drawdown fees, transaction
fees to settle third-party trades, and reconcilement fees to balance trust account balances to third-party investment provider
statements. Counsel, accountants, special agents and others will be charged al the actual amount of fees and expenses billed. FDIC
or other governmental charges will be passed along as incurred. Reimbursement will be required for any out-of-pocket expenses and
will be invoiced lo the Customer at cost.
Customer agrees to reimburse BNYM for extraordinary expenses incurred by it in connection with the Transaction to the extent
permitted by law.
Unless specifically listed in this Fee Schedule, the fees, expenses and disbursements of BNYM legal counsel are not included in the
charges listed above.
PRIVATE AND CONFIDENTIAL
The information contained within this Fee Schedule Is the prcpriolary Information of Th• Bank of New York Mnllon and Is confidential. Except as ctherwi•• provided
by law, this document, either In whole or In part, must not be reproduced or disclosed to others or used for purposes other than thet for which It has been supplied
without the prier written permission of The Bank or illew York Mallon.
4149-7890-4 595.1
BNYMELLON BNY Mellon Corporate Trust
Fee Schedule for City of Lubbock, Texas Electric Light and Power System Revenue Bonds, Series 2018
Default Administration
If an event of default occurs under the Transaction Documents, the services of each employee of BNYM administering such default
will be charged at the prevailing hourly rate for default administration services as set out from time to time. In addition. all of BNYM's
costs and expenses including but not limited to any legal costs, travel costs and applicable taxes shall be charged to Customer.
Negative Interest Rates -Charges
With respect to any funds invested by BNYM in connection with the Transaction, if: (i) any recognized overnight benchmark rate or
any official overnight interest rate set by a central bank or other monetary authority is negative or zero; or (ii) any market counterparty
or other institution applies a negative intenest rate or any related charge to any account or balance of BNYM or any account or balance
opened for You by BNYM, BNYM may apply a charge lo any of Your accounts or balances. BNYM will give You prompt written notice
of the application of any such charges. You acknowledge and agree that the application of such a charge by BNYM may cause the
effective interest rate applicable to Your account or balance to be neg alive, notwithstanding that one or mo re of the rates set by third
parties specified in clauses (i) and (ii} above may be positive.
Terms and Disclosures
General
BNYM's final acceptance of its appointment pursuant to the Transaction Documents is subject to the full review and approval of all
related documentation and standard Know Your Customer procedures. In the event that this Transaction does not proceed with
BNYM in the roles contemplated by this Fee Schedule and the Transaction Documents, Customer will be responsible for payment of
any external counsel fees and expenses and out-of-pocket expenses which BNYM may have incurred up to and including the
termination date.
Customer shall be responsible for filing any applicable information returns with the U.S. Department of Treasury, Internal Revenue
Service in connection with payments made by BNYM to vendors who have not performed services for BNYM's benefit under the
various bond or note issuances or other undertakings contemplated by this Fee Schedule.
The Bank of New York Mellon Corporation is a global financial organization that operates in and provides services and products to
clients through its affiliates and subsidiaries located in multiple jurisdictions (the "BNY Mellon Group"). The BNY Mellon Group may
(i) centralize in one or more affiliates and subsidiaries certain activities (the "Centralized Functions"'), including audit, accounting,
administration, risk manag~ment, legal, compliance, sales, product communication, relationship management, and the compilation
and analysis of information and data regarding Customer (which, for purposes of this provision, includes the name and business
contact information for Customer employees and representatives) and the accounts established pursuant to the Transaction
Documents ("Customer Information") and (ii) use third party service providers to stone, maintain and process Customer Information
("Outsourced Functions"). Notwithstanding anything to the contrary contained elsewhere in this Fee Schedule or the Transaction
Documents and solely in connection with the Centralized Functions and/or Outsourced Functions, Customer consents lo the disclosure
of, and authorizes BNY Mellon to disclose, Customer Information to (i) other members of the BNY Mellon Group (and their respective
officers, directors and employees) and to (ii) third-party service providers (but solely in connection with Outsourced Functions) who
are required to maintain the confidentiality of Customer Information. In addition, the BNY Mellon Group may aggregate Customer
Information with other data collected and/or calculated by the BNY Mellon Group, and the BNY Mellon Group will own all such
aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer
Information with Customer specifically. Customer represents that it is authorized to consent to the foregoing and that the disclosure
of Customer Information in connection with the Centralized Functions and/or Outsourced Functions does not violate any relevant data
protection legislation. Customer also consents to the disclosure of Customer Information to governmental and regulatory authorities
in jurisdictions where the BNY Mellon Group operates and otherwise as required by law.
Customer agrees that BNYM shall have no obligation lo expend or risk its own funds or otherwise to incur any liability, financial or
otherwise, in the performance of any of its duties as paying agent or registrar in connection with the Transaction, or in the exercise of
any of its rights or powers in connection therewith, if it shall have reasonable grounds for believing that repayment of such funds is
not assured to it. Customer agrees to reimburse BNYM for extraordinary expenses incurred by it in connection with the Transaction
to the extent permitted by law.
Please note the fees quoted in this Fee Schedule are based upon the information available at the present time. Further quotes may
be provided once the structure of the deal has been finalized. Annual Fees cover a period of one year and any portion thereof and
are not subject lo pro-ration. Fees may be subject to adjustment during the life of the engagement.
PRIVATE ANO CONFIDENTIAL
Toe Information contained within thl& Fee Schedule Is the proprietary lnformatlcn al Th• Bonk of New \'orl< Mellon and is confidenUol. Except as otherwise provldml
by law, this document, either In whole or tn part, must not be reproduced o< disclosed lo others or used for purpose• other than that for which II has been &upplied
without the prior written permission of The Bank of New Vorl< Mellon.
4149-7890-4 595 1 2
BNYMELLON BNY Mellon Corporate Trust
Fee Schedule for City of Lubbock, Texas Electric Light and Power System Revenue Bonds, Series 2018
Advance Fees
BNYM requires that Customer agree to the fees quoted in this Fee Schedule prior to the commencement of any work or the provision
of any services by BNYM in relation to the Transaction. In the event that BNYM provides any services to Customer prior to your
agreement to the fees quoted herein, the commencement of such work or the provision of such services shall not be deemed to
constitute a waiver of the fees listed in this Fee Schedule. BNYM reserves the right to cease providing sel'\lices until such lime as
Customer agrees to the fees quoted herein. BNYM reserves the right to request that any and all fees due and payable pursuant to
this Fee Schedule and related in any way to the Transaction are paid in advance (either in whole or in part) prior to the provision of
any services.
Acceptance/Revocation of Offer
You may agree to the fees quoted herein by (i) executing this Fee Schedule and returning it to us, (ii) closing the Transaction. or
(iii) instructing us or continuing to instruct us after receipt of this Fee Schedule. Upon the earlier to occur of (i), {ii) and (iii). the fees
quoted herein shall be deemed accepted by you. If you agree to the fees quoted herein, the terms of this Fee Schedule shall supersede
any prior fees quoted with respect to the Transaction. BNYM may revoke the terms of this Fee Schedule if the Transaction does not
close within three months from the date of this Fee Schedule. Should the Transaction fail to close for any reason, a termination fee
equal to BNYM's Acceptance Fee, any external counsel fees, expenses and disbursements and all out-of-pocket expenses will apply.
Confidential Information
Except es otherwise provided by law. all information provided to Customer by BNYM must remain confidential and may not be
intentionally disclosed, reproduced, copied, published, or displayed in any form to any third party without BNYM's prior written
approval.
Customer Notice Required By the USA Patriot Act
To help the U.S. government fight the funding of terrorism and money laundering activities, US Federal law requires all financial
institutions to obtain, verify and record information that identifies each person (whether an individual or organization) for which a
relationship is established. When Customer establishes a relationship with BNYM, we will ask Customer to provide certain information
(and documents) that will help us to identify Customer. We will ask for your organization's name. physical address, tax identification
or other government registration number and other information thet will help us identify Customer. We may also ask for a Certificate
of Incorporation or similar document or other pertinent identifying documentation for your type of organization.
PRIVATE ANO CONFIDENTIAL
The lnfonnatlon conralned within this Fee Schedule Is the proprietary Information or The Bank of New York Mellon and Is conlldentlal. Except as otherwise provided
by law, this document, either In whole or In part, must not ba reproduced or dfsclosed to others or used for purposes other than that for which It has been supplied
without the prior wrlllan permlulon of Tho Bank of Now York Mellon.
4149· 7890-4 595. I 3