HomeMy WebLinkAboutOrdinance - 2019-O0107 - Bond - Tax Note, Series 2019 - 07/23/2019Ordinance No. 2019 — OQ o
ORDINANCE
relating to
CITY OF LUBBOCK, TEXAS
TAX NOTE, SERIES 2019
Adopted: July 23, 2019
4163-8582-1981.1
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section1.01. Definitions......................................................................................................... 2
Section 1.02. Other Definitions............................................................................................... 3
Section1.03. Findings............................................................................................................. 3
Section 1.04. Table of Contents, Titles and Headings............................................................. 3
Section1.05. Interpretation..................................................................................................... 4
ARTICLE II
SECURITY FOR THE NOTE
Section 2.01. Tax Levy for Payment of Note.......................................................................... 4
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE NOTE
Section3.01. Authorization..................................................................................................... 5
Section 3.02. Date, Denomination, Maturities, Numbers and Interest .................................... 5
Section 3.03. Medium, Method and Place of Payment........................................................... 6
Section 3.04. Execution and Initial Registration..................................................................... 6
Section3.05. Ownership.......................................................................................................... 7
Section 3.06, Registration, Transfer and Exchange................................................................. 7
Section 3.07. Cancellation and Authentication....................................................................... 8
Section3.08. Replacement Note.............................................................................................. 8
ARTICLE IV
REDEMPTION OF NOTE BEFORE MATURITY
Section 4.01.
Limitation on Redemption............................................................................... 10
Section 4.02.
Optional Redemption....................................................................................... 10
Section 4.03.
Partial Redemption.......................................................................................... 10
Section 4.04.
Notice of Redemption to Owners.................................................................... 10
Section 4.05.
Payment Upon Redemption............................................................................. 11
Section 4.06.
Effect of Redemption....................................................................................... I 1
Section 4.07.
Lapse of Payment............................................................................................ 1 1
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Paying Agent/Registrar............................................... 12
Section5.02. Qualifications................................................................................................... 12
Section 5.03. Maintaining Paying Agent/Registrar............................................................... 12
4 1 63-8582-L98 1.1
Section5.04. Termination..................................................................................................... 12
Section5.05. Notice of Change............................................................................................. 12
Section 5.06. Agreement to Perform Duties and Functions .................................................. 12
Section 5.07. Delivery of Records to Successor.................................................................... 12
ARTICLE VI
FORM OF THE NOTE
Section6.01.
Form Generally................................................................................................
13
Section6.02.
Legal Opinion..................................................................................................
13
ARTICLE VII
SALE OF THE NOTE; CONTROL AND DELIVERY OF THE NOTE
Section 7.01.
Sale of Note; Private Placement Letter............................................................
13
Section 7.02.
Control and Delivery of Note..........................................................................
14
ARTICLE VIII
CREATION
OF FUNDS AND ACCOUNTS; DEPOSIT OF PROCEEDS; INVESTMENTS
Section 8.01.
Debt Service Fund...........................................................................................
14
Section 8.02.
Deposit of Proceeds.........................................................................................
14
ARTICLE IX
PARTICULAR, REPRESENTATIONS AND COVENANTS
Section9.01.
Payment of Note..............................................................................................
15
Section 9.02.
Other Representations and Covenants.............................................................
15
Section 9.03.
Ordinance a Contract - Amendments..............................................................
15
Section 9.04,
Federal Income Tax Exclusion........................................................................
16
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default............................................................................................. 18
Section10.02. Remedies......................................................................................................... 18
ARTICLE XI
DISCHARGE
Section11.01. Discharge......................................................................................................... 19
ARTICLE XII
MISCELLANEOUS
Section 12.01. Changes to Ordinance...................................................................................... 19
Section 12.02. Partial Invalidity.............................................................................................. 19
Section12.03. Repealer........................................................................................................... 19
-u-
41b3-8582-1981 1
Section 12.04. Individuals Not Liable..................................................................................... 19
Section12.05. Related Matters................................................................................................ 20
Section 12.06. Force and Effect............................................................................................... 20
Formof Note...................................................................................................................... Exhibit A
-iii-
4163-8582-1981 1
AN ORDINANCE OF THE CITY OF LUBBOCK, TEXAS, AUTHORIZING
THE ISSUANCE AND SALE OF CITY OF LUBBOCK, TEXAS, TAX NOTE,
SERIES 2019; LEVYING A TAX IN PAYMENT THEREOF; AND ENACTING
OTHER PROVISIONS RELATING TO THE SUBJECT
WHEREAS, pursuant to Chapter 1431, Texas Government Code, as amended (the "Act"),
the governing body of a municipality is authorized to issue the Note hereinafter authorized (the
"Note") to pay contractual obligations incurred or to be incurred for the purposes set forth in
Section 3.01 hereof; and
WHEREAS, the City Council of the City of Lubbock, Texas (the "City"), hereby finds and
determines that it is necessary and in the best interest of the City and its citizens to issue the Note
for the purposes herein described and that the Note shall be payable from and secured by ad
valorem taxes levied, within the limits prescribed by law, on all taxable property within the City;
and
WHEREAS, the City Council desires to acquire, purchase, or finance personal property,
appliances, equipment, facilities, furnishings or interests therein, whether movable or fixed, as
described in this Ordinance, or such other personal property, appliances, equipment, facilities,
furnishings or interests therein, whether movable or fixed, deemed by the City Council to be
necessary, useful and/or appropriate for its purposes (the "Property"); and
WHEREAS, the Note hereinafter authorized shall mature before the seventh anniversary
of the date that the Attorney General of the State of Texas approves the Note, as required by the
Act; and
WHEREAS, it is affirmatively found that the City Council is authorized to proceed with
the issuance and sale of the Note as authorized by the Constitution and laws of the State of Texas,
particularly the Act; and
WHEREAS, the City Council has found and determined that it is necessary and in the best
interest of the City and its citizens that it authorize by this Ordinance the issuance and delivery of
its Note at this time; and
WHEREAS, it is officially found, determined, and declared that the meeting at which this
Ordinance has been adopted was open to the public and public notice of the time, place and subject
matter of the public business to be considered and acted upon at said meeting, including this
Ordinance, was given, all as required by the applicable provisions of Chapter 551, Texas
Government Code, as amended; Now Therefore,
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
LUBBOCK, TEXAS:
4163-8582-1981 1
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:
"Bond Counsel" means Orrick, Herrington & Sutcliffe LLP or any successor thereto.
"Business Day" means a day that is not a Saturday, Sunday, legal holiday or other day on
which banking institutions in the city where the Designated Payment/Transfer Office is located are
required or authorized by law or executive order to close.
"Code" means the Internal Revenue Code of 1986, as amended, and, with respect to a
specific section thereof, such reference shall be deemed to include (a) the Regulations promulgated
under such section, (b) any successor provision of similar import hereafter enacted, (c) any
corresponding provision of any subsequent Internal Revenue Code and (d) the regulations
promulgated under the provisions described in (b) and (c).
"Debt Service Fund" means the Debt Service Fund established by Section 8.01(a).
"Designated Payment/Transfer Office" means (i) with respect to the initial Paying
Agent/Registrar, its corporate trust office or such other location designated by the Paying
Agent/Registrar, and (ii) with respect to any successor Paying Agent/Registrar, the office of such
successor designated and located as may be agreed upon by the City and such successor.
"Event of Default" means the occurrence of an event described in Section 10.1 of this
Ordinance.
"Fiscal Year" means such fiscal year as shall from time to time be set by the City Council.
"Initial Note" means the Note described in Section 3.04(d).
"Interest Payment Date" means the date or dates upon which interest on the principal of
the Note is scheduled to be paid until the maturity or prior redemption of the Note, such dates
being February 15 and August 15 of each year commencing February 15, 2019, until maturity or
prior redemption.
"Issuance Date" means the date of the initial delivery of and payment for the Note.
"Maximum Lawful Rate" means the lesser of (a) the maximum rate of interest allowed by
Chapter 1204, Texas Government Code, or any successor provision of (b) the maximum non -
usurious rate of interest permitted to be charged by applicable federal or Texas law from time to
time in effect.
"Note" means the City's Note entitled "City of Lubbock, Texas Tax Note, Series 2019"
authorized to be issued by Section 3.01.
-2-
4163-8582-1981 1
"Ordinance" means this ordinance.
"Owner" means the person who is the registered owner of the Note, as shown in the
Register.
"Paying Agent/Registrar" means , Texas or any successor thereto as
provided in this Ordinance.
"Paying Agent/Registrar Agreement" means the Paying Agent/Registrar Agreement
between the Paying Agent/Registrar and the City relating to the Note.
"Private Placement Letter" means that certain private placement letter between the City
and the Purchaser, as described in Section 7.01 of this Ordinance.
"Property" has the meaning assigned in the recitals of this Ordinance.
"Purchaser" means
"Record Date" means, for any Interest Payment Date, the close of business on the last day
of the month next preceding an Interest Payment Date.
"Register" means the Register specified in Section 3.06(a).
"Regulations" means the applicable proposed, temporary or final Treasury Regulations
promulgated under the Code or, to the extent applicable to the Code, under the Internal Revenue
Code of 1954, as such regulations may be amended or supplemented from time to time.
"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).
"Unclaimed Payments" means money deposited with the Paying Agent., -Registrar for the
payment of the principal of or interest on the Note as the same become due and payable and
remaining unclaimed by the Owners of the Note for 90 days after the applicable payment or
redemption date.
Section 1.02. Other Definitions. The terms "Act," "City Council" and "City" shall have
the meanings assigned in the preamble to this Ordinance.
Section 1.03. 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 1.04. 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
-3-
4163-8582-1981 1
construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent
should arise.
Section 1.05. 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) Article and section references shall mean references to articles and sections of this
Ordinance unless designated otherwise.
(c) This Ordinance and all the terms and provisions hereof shall be liberally construed
to effectuate the purposes set forth herein to sustain the validity of this Ordinance.
(d) Any action required to be taken on a date which is not a Business Day shall be taken
on the next succeeding Business Day and have the same effect as if taken on the date so required.
(e) 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.
ARTICLE 11
SECURITY FOR THE NOTE
Section 2.01. Tax- Levy for of Note.
While the Note or any part of the principal thereof or interest thereon remain outstanding
and unpaid, there is hereby levied and there shall be annually levied, assessed and collected in due
time, form and manner, and at the same time other City taxes are levied, assessed and collected, in
each year, a continuing direct annual ad valorem tax, within the limits prescribed by law, upon all
taxable property in the City sufficient to pay the current interest on the Note as the same becomes
due, and to provide and maintain a sinking fund adequate to pay the principal of the Note as such
principal matures, but never less than two percent (2%) of the original principal amount of the
Note each year, full allowance being made for delinquencies and costs of collection, and such taxes
when collected shall be applied to the payment of the interest on and principal of the Note and to
no other purpose. The proceeds from all taxes levied, assessed and collected for and on account
of the Note authorized by this Ordinance shall be deposited into the Debt Service Fund created
pursuant to Section 8.01 herein.
Said ad valorem tax, the collections therefrom, and all amounts on deposit in or required
hereby to be deposited to the Debt Service Fund are hereby pledged and committed irrevocably to
the payment of the principal of and interest on the Note when and as due and payable in accordance
with their terms and this Ordinance.
To pay debt service coming due on the Note prior to receipt of the taxes levied to pay such
debt service, there is hereby appropriated from current funds on hand, which are hereby certified
-4-
4163-8582-1981.1
to be on hand and available for such purpose, an amount sufficient to pay such debt service, and
such amount shall be used for no other purpose.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE NOTE
Section 3.01. Authorization. The City's Note to be designated "City of Lubbock, Texas
Tax Note, Series 2019," is hereby authorized to be issued and delivered in accordance with the
Constitution and laws of the State of Texas, particularly the Act, in the aggregate principal amount
of $ for the purpose of providing funds to pay (i) contractual obligations incurred or to
be incurred for the purchase of the Property, consisting of: materials, supplies, equipment and
machinery for the City's Animal Services, Citibus, Civic Center, Code Enforcement, Facilities,
Fire Rescue, Library, Parks and Recreation, Police, Public Works, Risk Administration, Solid
Waste Management, Storm Water Compliance, Traffic Operations, Vector Control, and Water and
Wastewater departments; and (ii) the costs of issuance related thereto.
Section 3.02. Date Denomination Maturities Numbers and Interest.
(a) The Note shall be dated as of the Issuance Date, and shall be issued in fully
registered form, without coupons, in the denomination of $ l 00,000 and any integral multiple of
$1,000 in excess thereof and shall be numbered separately from R-1 upward, except the Initial
Note, which shall be numbered I-1.
(b) The Note shall mature on February 15, 2026 and be repaid in serial installments on
February 15 in the years 2020 through and including 2026 in the principal amounts set forth in the
following schedule:
Principal Interest
Maturity Amount Rate
2020 $ %
2021
2022
2023
2024
2025
2026
(c) Interest shall accrue and be paid on the Note until the principal amount thereof has
been paid or provision for such payment has been made, from the later of the Issuance Date or the
most recent Interest Payment Date to which interest has been paid or provided for at the rate per
annum for each respective maturity specified in the schedule contained in subsection (b) above.
Such interest shall be payable semiannually on each Interest Payment Date, computed on the basis
of a 360-day year composed of twelve 30-day months. In no event, however, may the rate of
interest on the Note exceed the Maximum Lawful Rate.
-5-
4163-8582-1981.1
Section 3.03. Medium, Method and Place of Payment.
(a) The principal of and interest on the Note shall be paid in lawful money of the United
States of America as provided in this Section.
(b) Interest on the Note shall be payable to the Owners whose names appear in the
Register at the close of business on the Record Date; provided, however, that in the event of
nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new
record date for such interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar if and when funds for the payment of such interest have been received from the
City. Notice of the Special Record Date and of the scheduled payment date of the past due interest
(the "Special Payment Date"), which shall be at least 15 days after the Special Record Date) shall
be sent at least five Business Days prior to the Special Record Date by United States mail, first
class, postage prepaid, to the address of the Owner of the Note appearing on the books of the
Paying Agent/Registrar at the close of business on the last Business Day next preceding the date
of mailing of such notice.
Interest on the Note shall be paid by wire or check (dated as of the Interest Payment Date)
or by such other method as agreed to by the City, the Purchaser and the Paying Agent, and sent by
the Paying Agent/Registrar to the person entitled to such payment, United States mail, first class
postage prepaid, to the address of such person as it appears in the Register or by such other
customary banking arrangements acceptable to the Paying Agent/Registrar and the person to
whom interest is to be paid; provided, however, that such person shall bear all risk and expenses
of such other customary banking arrangements.
(c) The principal of the Note shall be paid to the person in whose name the Note is
registered on the due date thereof (whether at the maturity date or the date of prior redemption
thereof) upon presentation and surrender of the Note at the Designated Payment/Transfer Office;
provided, however, that for so long as the Note is held by a single Owner, mandatory sinking fund
redemption or optional redemption payments made prior to final maturity will be noted by the
Paying Agent/Registrar in their official records but will not require the presentation and surrender
of the Note.
(d) If a date for the payment of the principal of or interest on the Note is not a Business
Day, then the date for such payment shall be the next succeeding Business Day, and payment on
such date shall have the same force and effect as if made on the original date payment was due.
(e) Subject to any applicable escheat, unclaimed property, or similar law, including
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 paid to the
City and thereafter neither the City, the Paying Agent/Registrar, nor any other person shall be
liable or responsible to any Owners of the Note for any further payment of such unclaimed moneys
or on account of any such Note.
Section 3.04. Execution and Initial Reeistration.
(a) The Note shall be executed on behalf of the City by the Mayor or City Manager
and City Clerk of the City, by their manual or facsimile signatures, and the official seal of the City
-6-
4163-8582-1981 1
shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Note shall have
the same effect as if the Note had been signed manually and in person by each of said officers, and
such facsimile seal on the Note shall have the same effect as if the official seal of the City had
been manually impressed upon the Note.
(b) In the event that any officer of the City whose manual or facsimile signature appears
on the Note ceases to be such officer before the authentication of the Note 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 Note 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 this Ordinance, duly
authenticated by manual execution of the Paying Agent/Registrar. In lieu of the executed
Certificate of Paying Agent/Registrar described above, the Initial Note delivered on the Issuance
Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form
provided in this Ordinance, manually executed by the Comptroller of Public Accounts of the State
of Texas or by her duly authorized agent, which certificate shall be evidence that the Initial Note
has been duly approved by the Attomey'G.eneral of the State of Texas and that it is a valid and
binding obligation of the City, and has been registered by the Comptroller of Public Accounts of
the State of Texas.
(d) On the Issuance Date, one Note (the "Initial Note"), executed by manual or
facsimile signature of the Mayor or City Manager and City Clerk of the City, approved by the
Attorney General of Texas, and registered and manually signed by the Comptroller of Public
Accounts of the State of Texas, will be delivered to the Purchaser or its designee against payment
therefor.
Section 3.05. Ownershin.
(a) The City, the Paying Agent/Registrar and any other person may treat the person in
whose name any Note is registered as the absolute Owner of such Note for the purpose of making
and receiving payment of the principal thereof and premium, if any, thereon, for the further purpose
of making and receiving payment of the interest thereon (subject to the provisions herein that
interest is to be paid to the person in whose name the Note is registered on the Record Date or
Special Record Date, as applicable), and for all other purposes, whether or not such Note 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 person deemed to be the Owner of any Note in
accordance with this Section shall be valid and effectual and shall discharge the liability of the
City and the Paying Agent/Registrar upon such Note to the extent of the sums paid.
Section 3.06. Registration, Transfer and Exchange.
(a) So long as any Note remains outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the "Register") in
-7-
4163-8582-1981.1
which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall
provide for the registration and transfer of the Note in accordance with this Ordinance.
Subject to the restrictions contained in the Private Placement Letter, the ownership of a
Note may be transferred only upon the presentation and surrender of the Note 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 Note shall be
effective until entered in the Register. A new Note will be delivered by the Paying
Agent/Registrar, in lieu of the Note being transferred or exchanged, at the Designated
Payment/Transfer Office, or sent by United States mail, first class, posted prepaid, to the Owner
or his designee.
(b) The Note shall be exchangeable upon the presentation and surrender thereof at the
Designated Payment/Transfer Office for a Note of the same maturity and interest rate and in any
denomination or denominations of any integral multiple of $100,000 and any integral multiple of
$1,000 in excess thereof, and in an aggregate principal amount equal to the unpaid principal
amount of the Note presented for exchange. The Paying Agent/Registrar is hereby authorized to
authenticate and deliver a Note transferred or exchanged for another Note in accordance with this
Section.
(c) Each exchanged Note 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 Note in lieu of which such
exchange Note is delivered.
(d) No service charge shall be made to the Owner for the initial registration, subsequent
transfer, or exchange for a different denomination of the Note. 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 Note.
(e) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer,
or exchange any Note called for redemption, in whole or in part, where such redemption is
scheduled to occur within 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 Note.
Section 3.07. Cancellation and Authentication. A Note paid or redeemed before
scheduled maturity in accordance with this Ordinance, and a Note in lieu of which an exchange
Note or a replacement Note is authenticated and delivered in accordance with this Ordinance, shall
be cancelled upon the making of proper records regarding such payment, redemption, exchange or
replacement. The Paying Agent/Registrar shall dispose of the cancelled Note in accordance with
the Securities Exchange Act of 1934.
Section 3.08. Replacement Note.
(a) Upon the presentation and surrender to the Paying Agent/Registrar, at the
Designated Payment/Transfer Office, of a mutilated Note, the Paying Agent/Registrar shall
-8-
41b3-8582-1981 1
authenticate and deliver in exchange therefor a replacement Note 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 Note 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 Note 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 Note has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Note of like tenor and principal amount, bearing a number
not contemporaneously outstanding, provided that the Owner first:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Note;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar and the City to save them 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 Note, a bona fide purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment such original Note,
the City and the Paying Agent/Registrar shall be entitled to recover such replacement Note 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
Note has become or is about to become due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Note, may pay such Note.
(e) Each replacement Note delivered 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 Note in lieu of which such replacement Note is delivered.
-9-
4163-8582-1981 1
ARTICLE IV
REDEMPTION OF NOTE BEFORE MATURITY
Section 4.01. Limitation on Redemption.
The Note shall be subject to redemption before scheduled maturity only as provided in this
ARTICLE IV,
Section 4.02. Optional Redemption.
[The Note is subject to optional redemption prior to maturity on February 15, 20_ or on
any date thereafter at the option of the City.]
[The Note is not subject to optional redemption prior to maturity.]
Section 4.03. Partial Redemption.
(a) If less than all of the Note is to be redeemed pursuant to Section 4.02 hereof, the
City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall
direct the Paying Agent/Registrar to call by lot, or other customary method that results in random
selection, the Note, or portions thereof, within such maturity or maturities and in such principal
amounts for redemption.
(b) A portion of a single Note of a denomination greater than $100,000 may be
redeemed, but only in a principal amount equal to $100,000 or any integral multiple of $1,000 in
excess thereof. If such a Note is to be partially redeemed, the Paying Agent/Registrar shall treat
each integral multiple of $100,000 or any integral multiple of $1,000 in excess thereof of the Note
as though it were a single Note for purposes of selection for redemption.
(c) The Paying Agent/Registrar shall promptly notify the City in writing of the
principal amount to be redeemed of any Note as to which only a portion thereof is to be redeemed.
Section 4.04. Notice of Redemption to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of the Note by
sending notice by first class United States mail, postage prepaid, not less than 30 days before the
date fixed for redemption, to the Owners of each Note (or portions 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 City reserves the right to give notice of its election or direction to redeem the
Note 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
-10-
4163-8582-1481 1
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 Note subject to
conditional redemption where redemption has been rescinded shall remain outstanding.
(c) 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 4.05. 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 Note 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, redemption
premium, if any, and accrued interest on the Note being redeemed.
(b) Upon presentation and surrender of any Note called for redemption at the
Designated Payment/Transfer Office of the Paying Agent/Registrar on or after the date fixed for
redemption , the Paying Agent/Registrar shall pay the principal of, redemption premium, if any,
and accrued interest on such Note to the date of redemption from the money set aside for such
purpose; provided, however, that for so long as the Note are held by a single Owner, optional
redemption payments made prior to final maturity will be noted by the Paying Agent/Registrar in
their official records but will not require the presentation and surrender of the Note.
Section 4.06. Effect of Redemption.
(a) When the Note has been called for redemption in whole or in part and due provision
has been made to redeem same as herein provided, the Note or portions thereof so redeemed shall
no longer be regarded as outstanding except for the purpose of receiving payment solely from the
funds so provided for redemption, and the rights of the Owners to collect interest which would
otherwise accrue after the redemption date on any Note or portion thereof called for redemption
shall terminate on the date fixed for redemption. If the City shall fail to make provision for
payment of all sums due on a redemption date, then any Note or portion thereof called for
redemption shall continue to bear interest at the rate stated on the Note until due provision is made
for the payment of same.
(b) If the City shall fail to make provision for payment of all sums due on a redemption
date, then any Note or portion thereof called for redemption shall continue to bear interest at the
rate stated on the Note until due provision is made for the payment of same by the City.
Section 4.07. Lapse of Payment. Money set aside for the redemption of the Note and
remaining unclaimed by the Owners thereof shall be subject to the provisions of Section 3.03(o
hereof.
4163-8582-1991 1
ARTICLE V
PAYING AGENTIREGISTRAR
Section 5.01. Appointment of Initial Paying A e nt/Registrar.
is hereby appointed as the initial Paying Agent Registrar for the Note. The form
of Paying Agent/Registrar Agreement is hereby approved.
Section 5.02. Oualifications.
Each Paying Agent/Registrar shall be a commercial bank, a trust company organized under
the laws of the State of Texas, or any other entity duly qualified and legally authorized to serve as
and perform the duties and services of paying agent and registrar for the Note.
Section 5.03. Maintaining Paying Agent/Registrar.
(a) At all times while the Note is outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 5.02 of this Ordinance. The Mayor or the City
Manager is hereby authorized and directed to execute an agreement with the Paying
Agent/Registrar specifying the duties and responsibilities of the City and the Paying
Agent., -'Registrar. The signature of the Mayor or the City Manager shall be attested by the City
Clerk.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the City
will promptly appoint a replacement, provided, that such resignation shall not be effective until a
successor Paying Agent/Registrar has been appointed and has accepted the duties of Paying
Agent/Registrar for the Note.
Section 5.04. Termination. The City, upon not less than 45 days' notice, reserves the right
to terminate the appointment of any Paying AgentlRegistrar by delivering to the entity whose
appointment is to be terminated written notice of such termination, provided, that such termination
shall not be effective until a successor Paying Agent/Registrar has been appointed and has accepted
the duties of Paying Agent/Registrar for the Note.
Section 5.05. Notice of Change. 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 first
class United States mail, postage prepaid, at the address in the Register, stating the effective date
of the change and the name and mailing address of the replacement Paying Agent/Registrar.
Section 5.06. Agreement to Perform_ _Duties and Functions. By accepting the appointment
as Paying Agent/Registrar, and executing the Paying AgentlRegistrar 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 hereby and thereby.
Section 5.07. Delivery of Records to Successor. If a Paying Agent/Registrar is replaced,
such Paying Agent/Registrar, promptly upon the appointment of the successor, will deliver the
Register (or a copy thereof) and all other pertinent books and records relating to the Note to the
successor Paying Agent/Registrar.
-12-
41b3-8582-1981.1
ARTICLE VI
FORM OF THE NOTE
Section 6.01. Form Generally.
(a) The Note, 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 the Note, (i) shall be substantially in the form set forth in Exhibit A, with such
appropriate insertions, omissions, substitutions, and other variations as are permitted or required
by this Ordinance, and (ii) may have such letters, numbers, or other marks of identification 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 the Note, as
evidenced by their execution thereof.
(b) Any portion of the text of any Note may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Note.
(c) The Note, including the Initial Note submitted to the Attorney General of Texas,
shall be typed, printed, lithographed, photocopied or engraved, and may be produced by any
combination of these methods or produced in any other similar manner, all as determined by the
officers executing the Note, as evidenced by their execution thereof.
Section 6.02. Legal Opinion. The approving legal opinion of Bond Counsel may be
printed on or attached to each Note over the certification of the City Clerk of the City, which may
be executed in facsimile.
ARTICLE VII
SALE OF THE NOTE; CONTROL AND DELIVERY OF THE NOTE
Section 7.01. Sale of Note; Private Placement Letter.
(a) The Note is hereby sold and shall be delivered to the Purchaser at a price of
$ .. , representing the par amount of the Note in accordance with the terms of the Private
Placement Letter, presented to and hereby approved by the City Council, which price and terms
are hereby found and determined to be the most advantageous reasonably obtainable by the City.
The Mayor or City Manager and other appropriate officials of the City are hereby authorized to
execute the Private Placement Letter on behalf of the City and 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 Note and the approving opinion of the Attorney General of Texas.
(b) All officers and officials of the City are authorized to take such actions and to
execute such documents, certificates and receipts, and to make such elections with respect to the
tax-exempt status of the Note, as they may deem necessary and appropriate in order to consummate
the delivery of the Note.
(c) The obligation of the Purchaser to accept delivery of the Note is subject to the
Purchaser being furnished with the final, approving opinion of Bond Counsel, which opinion shall
be dated as of and delivered on the Issuance Date.
-13-
4163-85824981.1
Section 7.02. Control and Delivery of Note.
(a) The Mayor or his designee is hereby authorized to have control of the Initial Note
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 Note shall
be made to the Purchaser under and subject to the general supervision and direction of the Mayor
or City Manager, against receipt by the City of all amounts due to the City under the terms of sale.
(c) In the event the Mayor is absent or otherwise unable to execute any document or
take any action authorized herein, the City Manager shall be authorized to execute such documents
and take such actions, and the performance of such duties by the City Manager shall for the
purposes of this Ordinance have the same force and effect as if such duties were performed by the
Mayor.
ARTICLE VIII
CREATION OF FUNDS AND ACCOUNTS; DEPOSIT OF PROCEEDS; INVESTMENTS
Section 8.01. Debt Service Fund.
(a) The City hereby establishes a special fund or account to be designated the "City of
Lubbock, Texas, Tax Note, Series 2019 Debt Service Fund" (the "Debt Service Fund") with said
fund to be maintained at an official depository bank of the City separate and apart from all other
funds and accounts of the City. The taxes levied under Section 2.01 shall be deposited to the credit
of the Debt Service Fund at such times and in such amounts as necessary for the timely payment
of the principal of and interest on the Note.
(b) If the amount of money in the Debt Service Fund is at least equal to the aggregate
principal amount of the outstanding Note plus the aggregate amount of interest due and that will
become due and payable on the Note, no further deposits to that fund need be made.
(c) Money on deposit in the Debt Service Fund shall be used to pay the principal of
and interest on the Note as such become due and payable.
Section 8.02. Deposit of Proceeds.
Proceeds from the sale of the Note are appropriated for the purposes and shall, promptly
upon receipt by the City, be applied as follows:
(a) Note proceeds in the amount of $ shall be used for the purposes described
in Section 3.01(i) hereof.
(b) Note proceeds in the amount of $ shall be used to pay the costs of
issuance.
-14-
4163-8582-1981 1
(c) Any amounts remaining after paying costs of issuance may be used for the purposes
described in subsection (a). Any amounts remaining after accomplishing such purposes and
paying costs of issuance shall be deposited to the Debt Service Fund and applied to the payment
of debt service on the Note.
ARTICLE IX
PARTICULAR, REPRESENTATIONS AND COVENANTS
Section 9.01. Pa ment of Note. While the Note is outstanding and unpaid, there shall be
made available to the Paying Agent/Registrar, out of the Debt Service Fund, money sufficient to
pay the interest on and the principal of the Note, as applicable, as will accrue or mature on each
applicable Interest Payment Date and principal payment date.
Section 9.02. Other_ Representations and Covenants.
(a) The City is a duly organized and existing political subdivision of the State of Texas
under the Constitution and laws of the State of Texas.
(b) The City is duly authorized under the laws of the State of Texas to issue the Note;
all action on its part for the creation and issuance of the Note has been duly and effectively taken;
and the Note in the hands of the Owners thereof are and will be valid and enforceable obligations
of the City in accordance with their terms.
(c) The City will faithfully perform, at all times, any and all covenants, undertakings,
stipulations, and provisions contained in this Ordinance and in the Note; the City will promptly
pay or cause to be paid the principal of and interest on the Note on the dates and at the places and
manner prescribed in the Note; 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.
(d) The placement of the Note is exempt from the United States Securities and
Exchange Commission's Rule 15c2-12. No continuing disclosure undertaking will be entered into
by the City, however, the City will provide the Purchaser the City's most recently audited financial
information upon written request.
Section 9.03. Ordinance a Contract - Amendments.
This Ordinance shall constitute a contract with the Owners from time to time, be binding
on the City, and shall not be amended or repealed by the City so long as the Note remains
outstanding except as permitted in this Section. The City may, without the 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 consent of the Owners
holding a majority in aggregate principal amount of the Note then Outstanding, amend, add to, or
rescind any of the provisions of this Ordinance; provided that, without the written consent of all
Owners, no such amendment, addition, or rescission shall (a) extend the time or times of payment
of the principal of and interest on the Note, reduce the principal amount thereof, the redemption
price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of
the principal and interest thereon; (b) give any preference to any Note over any other Note; or (c)
-15-
4163-8582-1981.1
reduce the aggregate principal amount of the Note required to be held by Owners for consent to
any such amendment, addition, or rescission.
Section 9.04. Federal Income Tax Exclusion.
For any Note for which the City intends that the interest on the Note shall be excludable
from gross income of the owners thereof for federal income tax purposes pursuant to Sections 103
and 141 through 150 of the Internal Revenue Code of 1986, as amended (the "Code"), and all
applicable temporary, proposed and final regulations (the "Regulations") and procedures
promulgated thereunder and applicable to the Note, the City covenants that it will monitor and
control the receipt, investment, expenditure and use of all gross proceeds of the Note (including
all property the acquisition, construction or improvement of which is to be financed directly or
indirectly with the proceeds of the Note) and take or omit to take such other and further actions as
may be required by Sections 103 and 141 through 150 of the Code and the Regulations to cause
interest on the Note to be and remain excludable from the gross income, as defined in Section 61
of the Code, of the owners of the Note for federal income tax purposes. Without limiting the
generality of the foregoing, the City shall comply with each of the following covenants:
(a) The City will use all of the proceeds of the Note to (i) provide funds for the purposes
described in Section 3.01 hereof, which will be owned and operated by the City and (ii) to pay the
costs of issuing the Note. The City will not use any portion of the proceeds of the Note to pay the
principal of or interest or redemption premium on, any other obligation of the City or a related
person.
(b) The City will not directly or indirectly take any action, or omit to take any action,
which action or omission would cause the Note to constitute "private activity bond" within the
meaning of Section 141 (a) of the Code.
(c) Principal of and interest on the Note will be paid solely from ad valorem taxes
collected by the City and investment earnings on such collections.
(d) Based upon all facts and estimates now known or reasonably expected to be in
existence on the date the Note are delivered, the City reasonably expects that the proceeds of the
Note will not be used in a manner that would cause the Note or any portion thereof to be an
"arbitrage bond" within the meaning of Section 148 of the Code.
(e) At all times while the Note are outstanding, the City will identify and properly
account for all amounts constituting gross proceeds of the Note in accordance with the Regulations.
The City will monitor the yield on the investments of the proceeds of the Note and, to the extent
required by the Code and the Regulations, will restrict the yield on such investments to a yield
which is not materially higher than the yield on the Note. To the extent necessary to prevent the
Note from constituting "arbitrage bonds," the City will make such payments as are necessary to
cause the yield on all yield restricted nonpurpose investments allocable to the Note to be less than
the yield that is materially higher than the yield on the Note.
(f) The City will not take any action or knowingly omit to take any action that, if taken
or omitted, would cause the Note to be treated as "federally guaranteed" obligations for purposes
of Section 149(b) of the Code.
-1 6-
4163-8582-1981.1
(g) The City represents that not more than fifty percent (50%) of the proceeds of the
Note will be invested in nonpurpose investments (as defined in Section 148(f)(6)(A) of the Code)
having a substantially guaranteed yield for four years or more within the meaning of Section
149(g)(3)(A)(ii) of the Code, and the City reasonably expects that at least eighty-five percent
(85%) of the spendable proceeds of the Note will be used to carry out the governmental purpose
of the Note within the three-year period beginning on the date of issue of the Note.
(h) The City will take all necessary steps to comply with the requirement that certain
amounts earned by the City on the investment of the gross proceeds of the Note, if any, be rebated
to the federal government. Specifically, the City will (i) maintain records regarding the receipt,
investment, and expenditure of the gross proceeds of the Note as may be required to calculate such
excess arbitrage profits separately from records of amounts on deposit in the funds and accounts
of the City allocable to other obligations of the City or moneys which do not represent gross
proceeds of any obligations of the City and retain such records for at least six years after the day
on which the last outstanding Bond is discharged, (ii) account for all gross proceeds under a
reasonable, consistently applied method of accounting, not employed as an artifice or device to
avoid in whole or in part, the requirements of Section 148 of the Code, including any specified
method of accounting required by applicable Regulations to be used for all or a portion of any
gross proceeds, (iii) calculate, at such times as are required by applicable Regulations, the amount
of excess arbitrage profits, if any, earned from the investment of the gross proceeds of the Note
and (iv) timely pay, as required by applicable Regulations, all amounts required to be rebated to
the federal government. In addition, the City will exercise reasonable diligence to assure that no
errors are made in the calculations required by the preceding sentence and, if such an error is made,
to discover and promptly correct such error within a reasonable amount of time thereafter,
including payment to the federal government of any delinquent amounts owed to it, interest thereon
and any penalty.
(i) The City will not directly or indirectly pay any amount otherwise payable to the
federal government pursuant to the foregoing requirements to any person other than the federal
government by entering into any investment arrangement with respect to the gross proceeds of the
Note that might result in a reduction in the amount required to be paid to the federal government
because such arrangement results in a smaller profit or a larger loss than would have resulted if
such arrangement had been at arm's length and had the yield on the Note not been relevant to either
party.
(j) The City will timely file or cause to be filed with the Secretary of the Treasury of
the United States the information required by Section 149(e) of the Code with respect to the Note
on such form and in such place as the Secretary may prescribe.
(k) The City will not issue or use the Note as part of an "abusive arbitrage device" (as
defined in Section 1.148-10(a) of the Regulations). Without limiting the foregoing, the Note are
not and will not be a part of a transaction or series of transactions that attempts to circumvent the
provisions of Section 148 of the Code and the Regulations, by (i) enabling the City to exploit the
difference between tax-exempt and taxable interest rates to gain a material financial advantage, or
(ii) increasing the burden on the market for tax-exempt obligations.
-17-
4163-8582-1981 1
(1) Proper officers of the City charged with the responsibility for issuing the Note are
hereby directed to make, execute and deliver certifications as to facts, estimates or circumstances
in existence as of the date of issuance of the Note and stating whether there are facts, estimates or
circumstances that would materially change the City's expectations. On or after the date of
issuance of the Note, the City will take such actions as are necessary and appropriate to assure the
continuous accuracy of the representations contained in such certificates.
(m) The covenants and representations made or required by this Section are for the
benefit of the Bond holders and any subsequent Bond holder, and may be relied upon by the Bond
holders and any subsequent Bond holder and bond counsel to the City.
(n) In complying with the foregoing covenants, the City may rely upon an unqualified
opinion issued to the City by nationally recognized bond counsel that any action by the City or
reliance upon any interpretation of the Code or Regulations contained in such opinion will not
cause interest on the Note to be includable in gross income for federal income tax purposes under
existing law.
(o) Notwithstanding any other provision of this Ordinance, the City's representations
and obligations under the covenants and provisions of this Section shall survive the defeasance
and discharge of the Note for as long as such matters are relevant to the exclusion of interest on
the Note from the gross income of the owners for federal income tax purposes.
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default.
In addition to the rights and remedies provided by the laws of the State of Texas, the City
covenants and agrees particularly that in the event the City:
(a) fails to make payment of the interest and principal when the same becomes due and
payable; or
(b) defaults in the observance or performance of any of the other covenants, conditions
or obligations set forth in this Ordinance, which default materially and adversely affects the rights
of the Owners, including but not limited to their prospect or ability to be repaid in accordance with
the Ordinance, and the continuation thereof for a period of thirty days after notice of such default
is given by any Owner to the City; or
(c) An order of relief shall be issued by the Bankruptcy Court of the United States
District Court having jurisdiction, granting the City any relief under any applicable law, or any
other court having valid jurisdiction shall issue an order or decree under applicable federal or state
law providing for the appointment of a receiver, liquidator, assignee, trustee, sequestrator, or other
similar official for the City as applicable, of any substantial part of its property, affairs or assets,
and the continuance of any such decree or order unstayed and in effect for a period of 90
consecutive days.
Section 10.02. Remedies.
-18-
4163-8582-1981.1
(a) Upon the occurrence of an Event of Default, any Owner or an authorized
representative thereof, including but not limited to, a trustee or trustees therefor, may proceed
against the City for the purpose of protecting and enforcing the rights of the Owners under this
Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any
court of competent jurisdiction, for any relief permitted by law, including the specific performance
of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be
unlawful or in violation of any right of the Owners hereunder or any combination of such remedies.
It is provided that all such proceedings shall be instituted and maintained for the equal benefit of
all Owners of the Note then outstanding. 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 and power shall be exercised
from time to time and as often as may be deemed expedient.
(b) 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 Note or now or hereafter existing at
law or in equity; provided, however, the right to accelerate the debt evidence by the Note shall not
be available as a remedy under this Ordinance.
ARTICLE XI
DISCHARGE
Section 11.01. Discharge. The City reserves the right to defease, discharge or refund the
Note in any manner now or hereinafter permitted by applicable law.
ARTICLE XII
MISCELLANEOUS
Section 12.01. Changes_ to Ordinance.
Bond Counsel is hereby authorized to make changes to the terms of this Ordinance if
necessary or desirable to carry out the purposes hereof or in connection with the approval of the
issuance of the Note by the Attorney General of Texas.
Section 12.02. Partial Invalidity.
If any section, paragraph, clause or provision of this Ordinance shall for any reason be held
to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause
or provision shall not affect any of the remaining provisions of this Ordinance.
Section 12.03. Repealer.
All ordinances or resolutions, or parts thereof, heretofore adopted by the City and
inconsistent with the provisions of this Ordinance are hereby repealed to the extent of such conflict.
Section 12.04. Individuals Not Liable.
1 �}-
4163-8582-1481.1
No covenant, stipulation, obligation or agreement herein contained shall be deemed to be
a covenant, stipulation, obligation or agreement of any member of City Council or agent or
employee of City Council or of the City in his or her individual capacity and neither the members
of City Council nor any officer thereof, nor any agent or employee of City Council or of the City,
shall be liable personally on the Note, or be subject to any personal liability or accountability by
reason of the issuance thereof.
Section 12.05. Related Matters.
To satisfy in a timely manner all of the City's obligations under this Ordinance, the Mayor,
City Manager or the City Clerk and all other appropriate officers and agents of the City are hereby
authorized and directed to do any and all things necessary and/or convenient to carry out the terms
and purposes of this Ordinance.
Section 12.06. Force and Effect.
This Ordinance shall be in full force and effect from and after its final passage, and it is so
ordained.
[Signature page follows]
-20-
4163-8582-1981.1
PRESENTED, FINALLY PASSED AND, APPROVED AND EFFECTIVE on this
day of , 2019.
DANIEL M. POPE, Mayor
ATTEST:
B CCA GARZA, City Sec etar
[SEAL]
APPROVED AS TO CONTENT:
D. 8MKOSTV.ICH, Chie-Tffhncial Officer
APPROVED AS TO FORM:
By: C?��
JERK . KYLE, JR., Bond Counsel
Signature Page to Ordinance Authorizing
City of Lubbock, Texas Tax Note, Series 2019
4163-8582-1981 1
EXHIBIT A
FORM OF THE NOTE
The form of the Note, including the form of the Registration Certificate of the Comptroller
of Public Accounts of the State of Texas, the form of Certificate of the Paying Agent/Registrar and
the form of Assignment appearing on the Note, shall be substantially as follows:
(a) Form of Note.
THIS NOTE MAY NOT BE TRANSFERRED IN WHOLE OR IN PART EXCEPT AS
PROVIDED IN SECTION 3.06 OF THE ORDINANCE AND AS PROVIDED HEREIN
REGISTERED
NO. I
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF LUBBOCK, TEXAS
TAX NOTE, SERIES 2019
REGISTERED
INTEREST RATE: MATURITY DATE: ISSUANCE DATE:
February 15, 20_ , 2019
The City of Lubbock (the "City"), in Lubbock County, State of Texas, for value received,
hereby promises to pay to
or registered assigns, on the Maturity Date specified above, the sum of
DOLLARS & NO/100
unless the payment of the principal hereof shall have been paid or provision for such payment shall
have been made, and to pay interest on such principal amount hereof from the later of the Issuance
Date specified above or the most recent interest payment date to which interest has been paid or
provided for until such principal amount shall have been paid or provided for, at the per annum
rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months,
such interest to be paid semiannually on February 15 and August 15 of each year, commencing on
February 15, 2020. This Note shall finally mature on the maturity date specified above, but shall
be payable in annual installments on the dates and in the amounts set forth in the following
schedule:
' The initial note shall be numbered i-l.
A-1
4163-8582-1991.1
Principal Principal
Installment Date Amount
2020
2021
2022
2023
2024
2025
2026
The principal of this Note (or so much thereof as shall not have been paid or deemed to
have been paid upon prior redemption) shall be payable without exchange or collection charges in
lawful money of the United States of America on the Maturity Date specified above (unless
redeemed prior thereto as provided in this Note) upon presentation and surrender of this Note at
the corporate trust office in , Texas (the "Designated Payment/Transfer Office"), of
as 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
Note is payable by check dated as of the interest payment date, mailed by the Paying
Agent/Registrar to the registered owner at the address shown on the registration books kept by the
Paying Agent/Registrar or by such other customary banking arrangements acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the person to whom interest is to be
paid. For the purpose of the payment of interest on this Note, the registered owner shall be the
person in whose name this Note is registered at the close of business on the "Record Date," which
shall be the close of business on the fifteenth day of the month next preceding such interest
payment date; provided, however, that in the event of nonpayment of interest on a scheduled
interest payment date, and for 30 days thereafter, a new record date for such interest payment (a
"Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for
the payment of such interest have been received from the City. Notice of the Special Record Date
and of the scheduled payment date of the past due interest (the "Special Payment Date," which
shall be 15 days after the Special Record Date) shall be sent at least five Business Days prior to
the Special Record Date by United States mail, first class, postage prepaid, to the address of each
Owner of a Note appearing on the books of the Paying Agent/Registrar at the close of business on
the last Business Day preceding the date of mailing such notice.
If a date for the payment of the principal of or interest on this Note is a Saturday, Sunday,
legal holiday, or a day on which banking institutions in the city in which the Designated
Payment/Transfer Office is located are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday,
or day on which such banking institutions are authorized to close; and payment on such date shall
have the same force and effect as if made on the original date payment was due.
This Note is dated , 2019 and is issued in the aggregate principal amount of
$ ., pursuant to a certain ordinance approved by the City Council of the City (the
"Ordinance") for the purpose of providing funds to pay contractual obligations incurred or to be
A-2
4163-8582-:981 i
incurred (i) for the purchase of the Property, consisting of. materials, supplies, equipment and
machinery for the City's Animal Services, Citibus, Civic Center, Code Enforcement, Facilities,
Fire Rescue, Library, Parks and Recreation, Police, Public Works, Risk Administration, Solid
Waste Management, Storm Water Compliance, Traffic Operations, Vector Control, and Water and
Wastewater departments; and (ii) to pay the costs of issuance related thereto.
This Note and the interest thereon are payable from the levy of a direct and continuing ad
valorem tax levied, within the limit prescribed by law, against all taxable property in the City as
described and provided in the Ordinance.
[The Note is subject to optional redemption prior to maturity on February 15, 20 or on
any date thereafter at the option of the City.]
[The Note is not subject to optional redemption prior to maturity.]
As provided in the Ordinance, and subject to certain limitations therein set forth, this Note
is transferable upon surrender of this Note for transfer at the Designated Payment/Transfer Office,
with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar,
and, thereupon, one or more new fully registered Note 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.
Notwithstanding any of the foregoing, this Note may only be transferred in whole and not
in part and only to (x) an affiliate of the Purchaser, (y) a trust or custodial arrangement established
by the Purchaser or one of its affiliates, the owners of the beneficial interests in which are limited
to qualified institutional buyers, as defined in Rule 144A promulgated under the Securities Act of
1933, as amended (the "1933 Act"), or (z) an entity that is both a qualified institutional buyer and
a commercial bank having capital and surplus, determined as of the date of any transfer of the
Note, of $10,000,000 or more that has executed and delivered to the City a Private Placement
Letter in a form acceptable to the City. Notwithstanding the foregoing, if the outstanding principal
amount of the Note is less than $250,000, a Note may not be transferred without the prior written
consent of the City.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Note 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 Note is registered on the
Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this
Note be overdue, and neither the City nor the Paying Agent/Registrar shall be affected by notice
to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Note is duly
authorized by law; that all acts, conditions and things required to be done precedent to and in the
issuance of the Note has been properly done and performed and have happened in regular and due
time, form and manner, as required by law; and that the total indebtedness of the City, including
the Note, does not exceed any constitutional or statutory limitation.
IN WITNESS WHEREOF, this Note has been duly executed on behalf of the City, under
its official seal, in accordance with law.
A-3
4163-8582-1981 1
City Secretary
City of Lubbock, Texas
[SEAL]
Mayor
City of Lubbock, Texas
(b) Form of Certificate of Paying Agent/Registrar.
CERTIFICATE OF PAYING AGENT/REGISTRAR
The Initial Note of this series was approved by the Attorney General of the State of Texas
and registered by the Comptroller of Public Accounts of the State of Texas and that this is one of
the Note referred to in the within mentioned Ordinance.
Dated:
(c) Form of Assignment.
ASSIGNMENT
as Paying Agent/Registrar
I3y:
Authorized Signatory
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or
typewrite name, address and ZIP Code of transferee:
(Social Security or other identifying number: ) the within Note and all
rights hereunder and hereby irrevocably constitutes and appoints
attorney to transfer the within Note on the books kept for registration hereof, with full power of
substitution in the premises.
Date:
Signature Guaranteed By:
NOTICE: The signature on this Assignment must
correspond with the name of the registered owner as
it appears on the face of the within Note in every
particular and must be guaranteed in a manner
acceptable to the Paying Agent'Registrar.
A-4
4163-8582-1981 1
Authorized Signatory
A-5
4163-8582-1981 1
(d) Form of Comptroller's Registration Certificate.
The following Registration Certificate of Comptroller of Public Accounts shall appear on
the Initial Note:
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the
effect that the Attorney General of the State of Texas has approved this Note, and that this Note
has been registered this day by me.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this
Comptroller of Public Accounts
of the State of Texas
[SEAL]
A-6
4163-8582-1481.1
MINUTES AND CERTIFICATION PERTAINING TO
PASSAGE OF AN ORDINANCE
STATE OF TEXAS §
COUNTY OF LUBBOCK §
CITY OF LUBBOCK §
On the 23rd day of July, 2019, 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 ) Members of
Latrelle Joy ) the Council
Steve Massengale )
Randy Christian )
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 OF THE CITY OF LUBBOCK, TEXAS,
AUTHORIZING THE ISSUANCE AND SALE OF CITY OF
LUBBOCK, TEXAS, TAX NOTE, SERIES 2019; LEVYING A
TAX IN PAYMENT THEREOF; AND ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT
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
4145-2660-1245.1
MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT, and to
correctly reflect the duly constituted officers and members of the City Council of said City, and
the attached and following copy of said Ordinance is hereby certified to be a true and correct copy
of an official copy thereof on file among the official records of the City, all on this the 23rd day of
July, 2019.
City ecretary
City of Lubbock, Te
[SEAL]
as
4145-2660-1245 1
PURCHASE AND INVESTMENT LETTER
July 23, 2019
Mayor and City Council
City of Lubbock, Texas
1625 13th Street
Lubbock, Texas 79401
Re: $7,130,000 City of Lubbock, Texas, Tax Note, Series 2019 (the "Note")
Ladies and Gentlemen:
JPMorgan Chase Bank, N.A. (the "Bank") hereby offers to purchase from the City of Lubbock, Texas (the
"City") the above -captioned Note and, upon acceptance of this offer by the City, such offer will become
a binding agreement between the Bank and the City. This offer must be accepted by 10:00 p.m., Central
Standard Time, on July 23, 2019, and if not so accepted will be subject to withdrawal.
1. Purchase Price: The purchase price for the Note will be $7,130,000.
2. Paying Agent/Registrar: The Bank will serve as Paying Agent/Registrar for the Note.
3. Terms of Note: The Note shall be issued in the principal amount of $7,130,000 and shall
bear interest at such rates, mature on such dates and in such amounts, and have such other
terms and conditions as are set forth in the ordinance (the "Note Ordinance") adopted by
the City Council of the City on July 23, 2019. The Note is being issued for the purpose of
providing funds to pay contractual obligations incurred or to be incurred for the purchase
of materials, supplies, equipment and machinery of the City. The Bank has received a copy
of the Note Ordinance. Pursuant to and as more fully described in the Note Ordinance, the
Note shall be secured by a pledge of a continuing, direct ad valorem tax levied, within the
limits prescribed by law, on all taxable property within the City.
4. Closing: The City shall deliver the Note to, or for the account of, the Bank and the Bank
shall purchase the Note at 10:00 a.m. Central Standard Time, on August 15, 2019, or at
such other time as shall be mutually agreed upon (hereinafter referred to as the "Closing").
The Closing shall take place at the offices of Orrick, Herrington & Sutcliffe LLP, Austin,
Texas, ("Bond Counsel") or such other location as may be mutually agreed upon.
5. Conditions to Closina: The Bank's agreement to purchase and the City's agreement to sell
the Note are subject to the Bank's receipt of or the confirmation of following, in either case
on or before Closing:
a) The City shall have adopted the Note Ordinance authorizing the issuance of the
Note.
b) The City shall have delivered a no -litigation certificate.
c) Bond Counsel shall have received an executed Federal Tax Certificate and an
executed Issue Price Certificate in such forms as are sufficient to support its opinion
described in paragraph 5(d), below.
4142-6839-4014 1
RI
d) Bond Counsel shall have issued its approving legal opinion as to the due
authorization, issuance and delivery of the Note and as to the exemption of the
interest thereon from federal income taxation.
e) The Note shall have been approved by the Attorney General of the State of Texas
and shall have been registered by the Comptroller of Public Accounts of the State
of Texas.
f) Nothing shall have occurred prior to Closing, which, in the Bank's opinion, has had
or could have a materially adverse effect on the financial condition or general
affairs of the City.
Acknowledy,ements and Representations of the Bank.
a) The Bank is a "bank" as defined in Section 3(a)(2) of the Securities Act of 1933
(the "1933 Act") or an "accredited investor " within the meaning of Section 2(a)(15)
of the 1933 Act and/or a "qualified institutional buyer" as defined in Rule 144A
under the 1933 Act, as amended.
b) The Bank has sufficient knowledge and experience in financial and business
matters, including purchase and ownership of municipal and other tax-exempt
obligations of a nature similar to the Note to be able to evaluate the risks and merits
of the investment represented by the purchase of the Note.
c) The Bank is acquiring the Note for its own account as evidence of a loan or for the
account of a permitted transferee, and not with a view to, or for present sale in
connection with, any distribution of the Note or any part thereof.
d) As a sophisticated investor, the Bank has made its own credit inquiry and analysis
with respect to the City and the Note, and has made an independent credit decision
based upon such inquiry and analysis. The City has furnished to the Bank all the
information that the Bank, as a reasonable investor, has requested of the City as a
result of the Bank having attached significance thereto in making an investment
decision with respect to the Note, and the Bank has had the opportunity to ask
questions of and receive answers from knowledgeable individuals concerning the
City and the Note. The Bank is able and willing to bear the economic risk of the
purchase and ownership of the Note.
e) The Bank understands that the Note has not been registered with any federal or state
securities agency or commission.
f) The Bank acknowledges that the Note is transferrable only by notation on the
Register maintained by the Paying Agent/Registrar and is freely transferrable
provided that:
(i) the transferring holder thereof shall first have complied with any then
applicable state and federal securities laws and regulations; and
(ii) the transferring holder thereof will not prepare or furnish, or cause to be
prepared or furnished, any disclosure regarding the City's finances without
4142-68394014.1
the prior review and written consent of the City, in the City's sole discretion;
and
(iii) the transferring holder thereof shall not acquire the Note for sale or
distribution, and is subject to the same restrictions on transfers as the Bank
under this section; and
(iv) notwithstanding the foregoing, if the principal amount of the Note is less
than $250,000, the Note may not be transferred without the prior written
consent of the City.
(v) In accordance with Section 2270.002, Texas Government Code, the Bank
hereby verifies that the Bank: (i) does not Boycott Israel (as such term is
defined in Section 2270.001, Texas Government Code) and (ii) subject to
or as otherwise required by applicable Federal law, including, without
limitation, 50 U.S.C. Section 4607, will not Boycott Israel during the term
of the Note; and
(vi) Pursuant to Section 2252.152, Texas Government Code, neither the Bank
nor any wholly -owned subsidiary, majority -owned subsidiary, parent
company or affiliate of the Bank is a company (as such term is defined in
Section 808.001(2), 2252.151(1), Section 2270.0001(2) and Section
2270.001(2), Texas Government Code) (as such term is defined in Section
808.001(2), 2252.151(1), Section 2270.0001(2) and Section 2270.001(2),
Texas Government Code) (as such term is defined in Section 808.001(2),
2252.151(1), Section 2270.0001(2) and Section 2270.001(2), Texas
Government Code) currently listed by the Texas Comptroller of Public
Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas
Government Code.
7. Reporting Requirements. The City agrees to provide to Bank a copy of its most recently
audited financial statements upon written request. The City may satisfy such obligation
through a posting made on the Electronic Municipal Market Access website
(www.emma.msrb.org).
8. Survival and Severability: For so long as the Note remains outstanding, the covenants made
in paragraph 6 and 7 above shall remain operative and in full force and effect, regardless
of (i) any investigation made by or on behalf of any party hereto or (ii) delivery of and
payment for the Note hereunder.
9. No Oral Agreements: To the extent allowed by law, the parties hereto agree to be bound
by the terms of the following notice: NOTICE: THIS PURCHASE AND INVESTMENT
LETTER, THE NOTE ORDINANCE, AND THE NOTE TOGETHER REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THIS
TRANSACTION AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES RELATING TO THIS TRANSACTION.
4142-68394014.1
[Execution Pages to Follow]
4142-6839-4014.1
If this purchase agreement meets with your approval, please execute it in the place provided
below.
JPMORGAN CHASE BANK, N.A.
LIM
Name;
Title:
Signature Page to Purchase and Investment Letter
City of Lubbock, Texas Tax Note, Series 2019
4142-6834-4014.1
ACCEPTED BY CITY OF LUBBOCK, TEXAS:
By: -
Mayor
City of Lubbock, Texas
Signature Page to Purchase and Investment Letter
City of Lubbock, Texas Tax Note, Series 2019
4142-68394014 1
SIGNATURE IDENTIFICATION AND NO -LITIGATION CERTIFICATE
We, the undersigned officers of the City Council of the City of Lubbock, Texas (the
"City"), acting solely in our official capacities, certify that we executed, by our facsimile
signatures, on behalf of said City, the following described note, hereinafter called the "Note", to -
wit:
CITY OF LUBBOCK, TEXAS TAX NOTE, SERIES 2019, dated August 15, 2019,
in the aggregate principal amount of $7,130,000.
We further certify as follows:
1. That the Note has been duly and officially executed by the undersigned with their
facsimile signatures in the same manner appearing hereon, and the undersigned hereby adopt and
ratify their respective signatures in the manner appearing on the Note as their own signatures.
2. That on the date of such execution and on the date hereof, we were and are the duly
chosen, qualified and acting officers of the City Council authorized to execute the same.
3. That no litigation of any nature is now pending or, to the best of our knowledge,
threatened, either in the state or federal courts, contesting or attacking the existence of the City or
the Note or restraining or enjoining the issuance, execution or delivery of the Note or the collection
or pledge of the funds from which the Note is payable, or in any manner questioning the authority
or proceedings for the issuance, execution or delivery of the Note, or affecting the titles of the
present officials of the City, and that no proceedings or authority for the issuance, execution or
delivery of the Note have been repealed, rescinded or revoked.
4. That neither the corporate existence or the boundaries of the City nor the right to
hold office of any member of the governing body of the City or any other elected or appointed
official of the City is being contested or otherwise questioned.
5. That the seal which has been impressed, or placed in facsimile, upon the Note is
the legally adopted, proper and only official seal of the City.
We further certify that the information and data contained in the General Certificate are
still true and correct as of this date. You are authorized hereby to date this certificate as of the date
of your approval of the Note.
4157-1778-3581 1
D NOT DATE
DELIVERED this _i
ATURE OFFICIAL TITLE
[e%.
Mayor, City of Lubbock, Texas
City Secretary, City of Lubbock, Texas
THE STATE OF TEXAS
COUNTY OF LUBBOCK
Before me, on this day personally appeared the foregoing individuals, known to me to be
the persons whose names were subscribed in my presence to the foregoing instrument.d
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ;�� day of
, 2419.
(Notary Seal)
1pWe P JENNIFER SOWDER CLEMENTS
* * Notary Public, State of Texas
Notary IN 12497068.3
My Commission Expires 06-28.2020
N*tublic, State on e x a s
4157.1779-3581 1
GENERAL CERTIFICATE
We, the undersigned, Mayor, City Manager and City Secretary, respectively, of the City of
Lubbock, Texas (the "City"), do hereby certify the following information:
(1) This certificate relates to the City of Lubbock, Texas, Tax Note, Series 2019 (the
"Note"). Capitalized terms used herein and not otherwise defined shall have the meaning assigned
thereto in the ordinance (the "Ordinance") of the City Council authorizing the issuance of the Note.
(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 Juan A. Chadis }
Jeff Griffith, Mayor Pro Tern Shelia Patterson Harris } Members of
Latrelle Joy } the Council
Steve Massengale }
Randy Christian )
(4) The 2018 certified taxable valuation of the City is V7,829,051,119.
(5) A true and correct copy of the Debt Service Schedule for the Note, as well as the
outstanding obligations for the City payable from ad valorem taxes, is attached hereto as Exhibit A.
(d) The total amount of all outstanding bonded indebtedness of the City payable from ad
valorem taxes is $ which includes the Note.
(7) The City has never defaulted on the payment of its tax -supported debt.
(8) With respect to the contracts executed in connection with the authorization and
issuance of the Note:
(a) all disclosure filings and acknowledgements required by Section 2252908, Texas
Government Code, and the rules of the Texas Ethics Commission related to said
provision have been made;
(b) pursuant to Section 2270.002, Texas Government Code, the City has not entered
and is not entering into governmental contracts with companies that Boycott Israel
(as such term is defined in Section 2270.001, Texas Government Code); and
(c) pursuant to Section 2252.152, Texas Government Code, the City has not entered
and will not enter into a governmental contract with a company that is identified on
4142-9172-0221.1
a list prepared and maintained by the Comptroller of Public Accounts under
Sections 806.051, 807.051, or 2252.153, Texas Government Code.
[The remainder of this page left intentionally blank]
4142-4172-0221 1
EXECUTED AND DELIVERED this _ , 2019.
MANUAL SIGNATURE 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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS
Notary Public,
In and for the State of Texas
[SEAL]
4142-9172-0221.1
EXECUTED AND DELIVERED this
MANUAL SIGNATURE OFFICIAL TITLE
STATE OF TEXAS
COUNTY OF LUBBOCK
2019.
City Manager, City of Lubbock, Texas
Before me, the undersigned authority, on this day personally appeared W. Jarrett Atkinson,
City Manager, of the City of Lubbock, Texas, known to me to be such person who signed the
above and foregoing certificate in my presence and acknowledged to me that such person executed
the above and foregoing certificate for the purposes therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS
Notary Public,
In and for the State of Texas
[SEAL]
4142-9172-0221.1
EXECUTED AND DELIVERED this
MANUAL SIGNATURE OFFICIAL TITLE
STATE OF TEXAS §
COUNTY OF LUBBOCK §
2019.
City Secretary, City of Lubbock, Texas
Before me, the undersigned authority, on this day personally appeared Rebecca Garza, City
Secretary, of the City of Lubbock, Texas, known to me to be such person who signed the above
and foregoing certificate in my presence and acknowledged to me that such person executed the
above and foregoing certificate for the purposes therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS
Notary Public,
In and for the State of Texas
[SEAL]
4142-9172-0221.1
EXHIBIT A
Combined Debt Service Schedule
4142-4172-0221 1
EXECUTED AND DELIVERED this
MANUAL SIGNATURE
STATE OF TEXAS
COUNTY OF LUBBOCK
OFFICIAL TITLE
City Secretary, City of Lubbock, Texas
Before me, the undersigned authority, on this day personally appeared Rebecca Garza, City
Secretary, of the City of Lubbock, Texas, known to me to be such person who signed the above
and foregoing certificate in my presence and acknowledged to me that such person executed the
above and foregoing certificate for the purposes therein stated.
GIVEN UNDER MY HAND AND SEAL I
JENNFERSOWDERC[1� ors
Nolary P01k, gale of Taxes
Not 10p 12497068.3
My MMon Expires 06.28.2020 i
votary t•ubuc,
In and for the State of Texas
4142-9172-0221.1
4
EXECUTED AND DELIVERED this _ 019.
MANUAL SIGNATURE
STATE OF TEXAS
COUNTY OF LUBBOCK
OFFICIAL TITLE
Mayor, City of Lubbock, Texas
Before me, the undersigned authority, on this day personally appeared Daniel M. Pope,
Mayor, of the City of Lubbock, Texas, known to me to be such person who signed the above and
foregoing certificate in my presence and acknowledged to me that such person executed the above
and foregoing certificate for the purposes therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THI,
oil
"° JENNIFER SOWDER CLEMENTS Notary Pu lie,
* Notary Public, Slate of Texas and for the State of Texas
Notary IDI 12497068.3
My Commissn Expires 06.28-2020
[SEAL]
4142-9172-0221 1
DO NOT DATE
EXECUTED AND DELIVERED this , 2019.
MANUAL SIGNATURE
STATE OF TEXAS §
COUNTY OF LUBBOCK §
OFFICIAL TITLE
City Manager, City of Lubbock, Texas
Before me, the undersigned authority, on this day personally appeared W. Jarrett Atkinson,
City Manager, of the City of Lubbock, Texas, known to me to be such person who signed the
above and foregoing certificate in my presence and acknowledged to me that such person executed
the above and foregoing certificate for the purposes therein stated.
GIVEN UNDER MY HAND AND SEAL 1
JENNIFER SOWDER CLEMENTS
Notary Public, State of Texas
Notary lfI 12497003
My Commission Expires 06-28.2020
[SEAL]
Notary Public,
In and for the State of Texas
4142-9172-0221.1
PAYING AGENT/REGISTRAR AGREEMENT
THIS PAYING AGENT/REGISTRAR AGREEMENT (this "Agreement") is entered into
as of July 23, 2019, by and between the City of Lubbock, Texas (the "City") and
(the "Bank").
RECITALS OF THE CITY
WHEREAS, the City has duly authorized and provided for the issuance of its Tax Note,
Series 2019 (the "Note") in the principal amount of $7,130,000 to be issued as fully -registered
Note;
WHEREAS, all things necessary to make the Note the valid Note of the City, in accordance
with their terms, will be done upon the issuance and delivery thereof;
WHEREAS, the City and the Bank wish to provide the terms under which the Bank will
act as Paying Agent to pay the principal of, redemption premium, if any, and interest on the Note,
in accordance with the terms thereof, and under which the Bank will act as Registrar for the Note;
and
WHEREAS, the City and the Bank have duly authorized the execution and delivery of this
Agreement; and all things necessary to make this Agreement the valid agreement of the parties, in
accordance with its terms, have been done.
NOW THEREFORE, it is mutually agreed as follows:
ARTICLE 1.
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.1. Appointment. The City hereby appoints the Bank to act as Paying Agent with
respect to the Note, to pay to the Owner of the Note in accordance with the terms and provisions
of this Agreement and the Ordinance, the principal of and interest on the Note. In addition, the
City hereby appoints the Bank as Registrar with respect to the Note. The Bank hereby accepts its
appointment and agrees to act as Paying Agent and Registrar.
Section 1.2. Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the City hereby agrees to pay the Bank the fees set forth in the Bank's fee
schedule attached as Exhibit A hereto. The Bank reserves the right to amend the fee schedule at
any time, provided the Bank shall have furnished the City with a written copy of such amended
fee schedule at least 75 days prior to the date that the new fees are to become effective.
4147-1115-062 f .1
ARTICLE II.
DEFINITIONS
Section 2. 1. Definitions. For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:
"Bank" means
"Financial Advisor" means RBC Capital Markets LLC, its successors and assigns, or any
subsequent financial advisor selected by the City.
"City" means the City of Lubbock, Texas.
"Note" means the' $7,130,000 City of Lubbock, Texas Tax Note, Series 2019."
"Ordinance" means the ordinance of the City, approved by its City Council on July 23,
2019, and pursuant to which the Note is issued.
"Paying Agent" means the Bank when it is performing the function of paying agent.
"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 or any entity whatsoever.
"Registrar" means the Bank when it is performing the function of registrar.
All other capitalized terms shall have the meanings assigned in the Ordinance.
ARTICLE III.
DUTIES AND RIGHTS OF THE BANK
Section 3.1. Initial Delivery of Note. The Note will be initially registered and delivered
to the purchaser designated by the City as set forth in the Ordinance. If such purchaser delivers a
written request to the Bank not later than five business days prior to the date of initial delivery, the
Bank will, on the date of initial delivery, exchange the Note initially delivered for Notes of
authorized denominations, registered in accordance with the instructions in such request and the
Ordinance.
Section 3.2. Duties of Pang Agent. As Paying Agent, the Bank shall, provided adequate
funds have been provided to it for such purpose by or on behalf of the City, pay on behalf of the
City the principal of and interest on the Note in accordance with the provisions of the Ordinance.
Section 3.3. Duties of Re isg trar. The Bank shall provide for the proper registration of the
Note and the exchange, replacement and registration of the Note, in accordance with the provisions
of the Ordinance. The Bank will maintain the books of registration in accordance with the
Ordinance and the Bank's general practices and procedures in effect from time to time.
4147-1115-0621 1 2
The Bank shall keep and maintain a current copy of the books of registration at its offices
at
Section 3.4. Unauthenticated Note. The City shall provide an adequate inventory of
unauthenticated Notes to facilitate transfers. The Bank covenants that it will maintain such
unauthenticated Notes in safekeeping and will use reasonable care in maintaining such Notes in
safekeeping, which shall be not less than the care it maintains for debt securities of other
government entities or corporations for which it serves as registrar, or which it maintains for its
own securities.
Section 3.5. Reports. Upon the request of the City, the Bank will provide the City reports
which will describe in reasonable detail all transactions pertaining to the Note and the books of
registration. The City may also inspect and make copies of the information in the books of
registration at any time the Bank is customarily open for business, provided that reasonable time
is allowed the Bank to make an up-to-date listing or to convert the information into written form.
Section 3.6. Canceled Notes. Any Notes surrendered for payment, redemption, transfer,
exchange or replacement, if surrendered to the Bank, shall be promptly canceled by it and, if
surrendered to the City, shall be delivered to the Bank, and if not already canceled, shall be
promptly canceled by the Bank. The City may at any time deliver to the Bank for cancellation any
Notes previously authenticated and delivered which the City may have acquired in any manner
whatsoever, and any Notes so delivered shall be promptly canceled by the Bank. Any canceled
Notes held by the Bank shall be destroyed before the expiration of one year after the date of its
payment or before the expiration of three months after the date the Registrar files with the City a
list identifying the Notes to be destroyed.
Section 3.7. Transfer of Funds. The Bank is authorized to transfer funds relating to the
closing and initial delivery of the Note in the manner disclosed in the closing memorandum as
prepared by the 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 City 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.
Section 3.8. 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 by the City.
(b) The Bank shall not be liable to the City for actions taken under this Agreement so
long as it acts in good faith and exercises due diligence, reasonableness and care, as prescribed by
law, with regard to its duties hereunder.
(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
4147-1115-0621 1
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) 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.
(e) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys.
Section 3.9. Money Held by Bank. A fiduciary account shall at all times be kept and
maintained by the Bank for receipt, safekeeping and disbursement of moneys received from the
City hereunder for the payment of the Note. The Bank shall be under no obligation to pay interest
on any money received by it hereunder. All money deposited with the Bank hereunder shall be
secured in the manner and to the fullest extent required by law for the security of funds of the City,
with such moneys that exceed the deposit insurance available to the City 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 to secure and be pledged as collateral for trust accounts until
the principal and interest on such Note have been paid to the Holders thereof.
Section 3.10. Indemnification. To the extent permitted by law, the City agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred
without negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or liability
in connection with the exercise or performance of any of its powers or duties under this Agreement.
Section 3.11. I_nterpleader. The City and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the County in the State of Texas where
either the Bank maintains an office or the administrative offices of the City is located, and agree
that service of process by certified or registered mail, return receipt requested, to the address
referred to in Section 4.5 of this Agreement shall constitute adequate service. The City and the
Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent
jurisdiction located in the State of Texas to determine the rights of any Person claiming any interest
herein.
ARTICLE IV.
MISCELLANEOUS PROVISIONS
Section 4.1. Legislative Contracting Requirements. (a) In accordance with Section
2270.002, Texas Government Code, the Bank hereby verifies that the Bank: (i) does not Boycott
Israel (as such term is defined in Section 2270.001, Texas Government Code) and (ii) subject to
or as otherwise required by applicable Federal law, including, without limitation, 50 U.S.C.
Section 4607, will not Boycott Israel during the term of the Agreement; and
4147-1115.0621.1 4
(b) Pursuant to Section 2252.152, Texas Government Code, neither the Bank nor any
wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the Bank is a
company (as such term is defined in Section 808.001(2), 2252.15 l (1), Section 2270.0001(2) and
Section 2270.001(2), Texas Government Code) currently listed by the Texas Comptroller of Public
Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code.
Section 4.2 May Own Note. The Bank, in its individual or any other capacity, may
become the owner or pledgee of the Note with the same rights it would have if it were not the
Paying Agent and Registrar for the Note.
Section 4.3. Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereof.
Section 4.4. Assignment. This Agreement may not be assigned by either party without the
prior written consent of the other.
Section 4.5. Notices, Any request, demand, authorization, direction, notice, consent,
waiver or other document provided or permitted hereby to be given or furnished to the City or the
Bank shall be mailed or delivered to the City or the Bank, respectively, at the addresses shown
herein, or such other address as may have been given by one party to the other, by 15 days written
notice.
Section 4.6. Effect of Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 4.7. Successors and Assigns. All covenants and agreements herein by the City
and the Bank shall bind their successors and assigns, whether so expressed or not.
Section 4.8. 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 4.9. Ordinance Governs Conflicts. This Agreement and the Ordinance constitute
the entire agreement between the parties hereto relative to the Bank acting as Paying Agent and
Registrar and if any conflict exists between this Agreement and the Ordinance, the Ordinance shall
govern.
Section 4.10. Term and Termination. This Agreement shall be effective from and after its
date and may be terminated for any reason by the City or the Bank at any time upon 45 days'
written notice; provided, however, that no such termination shall be effective until a successor has
been appointed and has accepted the duties of the Bank hereunder. In the event of early termination
regardless of circumstances, the Bank shall deliver to the City or its designee all funds, Note and
all books and records pertaining to the Bank's role as Paying Agent and Registrar with respect to
the Note, including, but not limited to, the books of registration.
4147-1115-0621.1
Section 4.11. Unclaimed Funds. Subject to the applicable unclaimed property laws of the
State of Texas, any funds deposited with the Bank for the payment of the principal, premium (if
any) or interest on any Note and remaining unclaimed shall be delivered to such governmental
office or agency at a time and in a manner required or permitted by applicable law.
Section 4.12. Severability. If any provision of this Agreement shall be invalid or
unenforceable, the validity and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired.
Section 4.13. Governing Law. This Agreement shall be construed in accordance with and
shall be governed by the laws of the State of Texas.
Section 4.14. 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.
4147-1115-0621.1 6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written,
CITY OF LUBBOCK, TEXAS
By: - . - -
Mayor
MAILING ADDRESS: 1625 13th Street
Lubbock, Texas 79457
ATTEST:
J�'& � -'/V
City S cretary 0, -
(SEAL)
4147-1115-0621 1 7
Title:
4147-11 B-0621.1
EXHIBIT A
PAYING AGENTIREGISTRAR FEES
ONE-TIME FEE OF $
4147-II15-0621 1
The Attorney General of Texas
Public Finance Section
William P. Clements Building, 7"' Floor
300 West 15th Street
Austin, Texas 78701
July 23, 2019
The Comptroller of Public Accounts
Public Finance Division
I I I East 17th Street
Austin, Texas 78701
Re: City of Lubbock, Texas -Tax Note, Series 2019 (the "Obligations")
Ladies and Gentlemen:
The captioned Obligations are being sent to the Office of the Attorney General, and it is
requested that such office examine and approve the Obligations in accordance with law. After
such approval, it is requested that the Attorney General deliver the Obligations to the Comptroller
of Public Accounts for registration.
Enclosed with the Obligations is a signed but undated copy of the GENERAL
CERTIFICATE (the "Certificate") relating to the Obligations. The Attorney General is hereby
authorized and directed to date the Certificate concurrently with the date of approval of the
Obligations. If any litigation or contest should develop pertaining to the Obligations or any other
matters covered by said Certificate, the undersigned will notify the Attorney General thereof
immediately by telephone. With this assurance the Attorney General can rely on the absence of
any such litigation or contest, and on the veracity and currency of said Certificate, at the time the
Attorney General approves the Obligations unless the Attorney General is notified otherwise as
aforesaid.
The Comptroller is hereby requested to register the Obligations as required by law and the
proceedings authorizing the Obligations. After such registration. the Comptroller is hereby
authorized and directed to deliver the Obligations, together with three copies of each of the
Attorney General's Approving Opinion and Comptroller's Certificate for the Obligations, to Jerry
V. Kyle, Jr., Orrick, Herrington & Sutcliffe LLP, 300 West 6"' Street, Suite 1850, Austin. TX
78701.
CITY OF LUBBOCK, TEXAS
B �,:
L2V
Mayor
4160-7010.5117 1
CITY OF LUBBOCK, TEXAS
NOTICE OF PREPAYMENT
July 24, 2019
Banc of America Public Capital Corp.
555 California Street, 4th Floor
San Francisco, California 94104
Attn: Contract Administration
Mail Code: CA5-705-04-01
Re: Notice of Prepayment of Certain City of Lubbock, Texas Master Lease Obligations
Ladies and Gentlemen:
Pursuant to Master Lease Agreements, dated as of February 12, 2009, February 28, 2013,
and December 3, 2015 (collectively, the "Master Lease"), by and between the City of Lubbock,
Texas (the "City") and Banc of America Public Capital Corp. (the "Bank"), the City hereby
exercises its right to prepay its obligations under various appendices to the Master Lease
(collectively, the "Appendices"), for the equipment identified in Exhibit A hereto (the
"Equipment"), on the dates indicated therein (the "Prepayment Dates"). The Prepayment Price of
the City's obligations under the Appendices is equal to $3,825,450.86 (the "Prepayment
Amount"). This Notice of Prepayment is being provided not less than thirty (30) days prior to each
Prepayment Date in accordance with the provisions of the Master Lease.
By acknowledging this Notice of Prepayment, the Bank (i) acknowledges that the City has
exercised its right of prepayment in accordance with the Master Lease; (ii) confirms the sufficiency
of the Prepayment Amount in satisfaction of the City's obligations under the Master Lease and the
Appendices for the Equipment; and (iii) agrees to deliver to the City all documents necessary to
evidence the termination of the Bank's interest of any kind in the Equipment or portion of the
Equipment to which the Prepayment Amount applies and to confirm that such Equipment is free
and clear of any claim or lien arising through the Bank.
[Signature page follows]
4159-6944-1821 1
CITY OF LUBBOCK, TEXAS
Title: cF4
4159-6944-1821 1
Acknowledged on this , 019:
BANC OF AMERICA PUBLIC CAPITAL CORP.
Name: _
Title: -- -
4159-6944-1821 1
EXHIBIT A
4159-6944 1821.1