HomeMy WebLinkAboutOrdinance - 2023-O0141 - Issuance And Sale, Tax Notes, Levying A Tax In Payment, Enacting Other Provision - 11/07/2023MINUTES AND CERTIFICATION PERTAINING TO
PASSAGE OF AN OitUINANCE
STATE OF TEXAS §
COUNTY OF LUBBOCK §
CITY OF LUBBOCK §
On the 7th day of November, 2023, 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:
Tray Payne, Mayor
Christy Martinez-Garcia
Shelia Patterson Harris
Mark W. Mcbrayer
Steve Massengale
Dr. Jennifer Wilson
Latrelle Joy
)
)
) Members of
) the Council
)
)
and all of said persons were present, [except NA ,] thus constituting a quorum.
Whereupon, among other business, a written Ordinance bearing the following caption was
introduced:
AN ORllINANCE OF THE CITY OF LUBBOCK, TEXAS, AUTHORIZING
THE ISSUANCE AND SALE OF CITY OF LUBBOCK, TEXAS, TAX NOTE,
SERIES 2023A; 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
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MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT, and to
correctly reflect the duly constituted officers and members of the City Council of said City, and
the attached and following copy of said Ordinance is hereby certified to be a true and correct copy
of an official copy thereof on file among the official records of the City, all on this the 7th day of
November, 2023.
[SEAL]
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Ordinance No. 2023 — O 0141
ORDINANCE
relating to
[CITY OF LUBBOCK, TEXAS
TAX NOTE, SERIES 2023A]
[CITY OF LUBBOCK, TEXAS
TAX NOTES, SERlES 2023A AND SERIES 2023B]
Adopted: November 7, 2023
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TABLE OF CONTENTS
Pa�e
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section1.O 1. Definitions ..........................................................................................................2
Section 1.02. Other Definitions ................................................................................................4
Section1.03. Findings ..............................................................................................................4
Section 1.04. Table of Contents, Titles and Headings .............................................................4
Section1.05. Interpretation ......................................................................................................4
ARTICLE II
SECURITY FOR THE NOTE[S]
Section 2.01. Tax Levy for Payment of Note[s] .......................................................................4
. 4
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE NOTE
Section 3.01.
Section 3.02.
Section 3.03.
Section 3.04.
Section 3.05.
Section 3.06.
Section 3.07.
Section 3.08.
Authorization......................................................................................................5
Date, Denomination, Maturities, Numbers, and Interest ....................................5
Medium, Method and Place of Payment ............................................................6
Execution and Initial Registration ......................................................................8
Ownership..........................................................................................................8
Registration, Transfer and Exchange .................................................................9
Cancellation and Authentication ........................................................................9
ReplacementNote ............................................................................................10
ARTICLE IV
REDEMPTION OF NOTE BEFORE MATURITY
Section 4.01.
Section 4.02.
Section 4.03.
Section 4.04.
Section 4.05.
Section 4.06.
Section 4.07.
Limitation on Redemption ................................................................................1 l
OptionalRedemption .......................................................................................11
Partial Redemption] ..........................................................................................11
Notice of Redemption to Owners .....................................................................11
PaymentUpon Redemption ..............................................................................12
Effectof Redemption .......................................................................................12
Lapseof Payment .............................................................................................12
ARTICLE V
PAYING AGENTIR�GISTRAR
Section 5.01.
Section 5.02.
Section 5.03.
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Appointment of Initial Paying AgentlRegistrar ...............................................12
Qualifcations...................................................................................................13
Maintaining Paying Agent/Registrar ................................................................13
�a
Section5.04. Termination ......................................................................................................13
Section 5.05. Notice of Change ..............................................................................................13
Section 5.06. Agreement to Perform Duties and Functions ...................................................13
Section 5.07. Delivery of Records to Successor .....................................................................13
ARTICLE VI
FORM OF THE NOTE
Section 6.01. Form Generally .................................................................................................14
Section6.02. Legal Opinion ...................................................................................................14
ARTICLE VII
SALE OF THE NOTE; CONTROL AND DELIVERY OF THE NOTE[S]
Section 7.01. Sale of Note; Private Placement Letter[s] ........................................................14
Section 7.02. Control and Delivery ofNote[s] .......................................................................15
ARTICLE VIII
CREATION OF FUNDS AND ACCOUNTS; DEPOSIT OF PROCEEDS; INVESTMENTS
Section 8.01. Debt Service Fund[s] ........................................................................................15
Section 8.02. Deposit of Proceeds ..........................................................................................16
ARTICLE IX
PARTICULAR, REPRESENTATIONS AND COVENANTS
Section 9.01. Payment ofNote[s] ...........................................................................................16
Section 9.02. Other Representations and Covenants ..............................................................16
Section 9.03. Ordinance a Contract - Amendments ...............................................................16
Section 9.04. Federal Income Tax Exclusion .........................................................................17
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default ..............................................................................................19
Section10.02. Remedies ..........................................................................................................20
ARTICLE XI
DISCHARGE
Section11.01. Discharge ..........................................................................................................20
ARTICLE XII
MISCELLANEOUS
Section 12.01. Changes to Ordinance ......................................................................................21
Section 12.02. Partial Invalidity ...............................................................................................21
Section12.03. Repealer ............................................................................................................21
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Section 12.04. Individuals Not Liable ......................................................................................21
Section 12.05. Related Matters .................................................................................................21
Section 12.06. Force and Effect ...............................................................................................21
Formof Note ...................................................................................................................... Exhibit A
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AN ORDINANCE OF THE CITY OF LUBBOCK, TEXAS, AUTHORIZING
THE ISSUANCE AND SALE OF CITY OF LUBBOCK, TEXAS, TAX NOTE[S],
SERIES 2023A [AND SERIES 2023B]; 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 tax note[s] hereinafter authorized
(the "Note[s]") 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[s]
for the purposes herein described and that the Note[s] 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
W} iEREAS, the City Council desires to issue tax notes to finance the costs of paying
contractual obligations incurred or to be incurred to (i) provide funds for street improvements (and
ancillary improvements necessary or incidental thereto) (the "Financed Improvements") and (ii)
acquire, purchase, or finance personal property, appliances, equipment, facilities, fi�rnishings 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
"Financed Property"); and
WHEREAS, the Note[s] hereinafter authorized shall mature before the seventh anniversary
of the date that the Attorney General of the State of Texas approves the Note[s], 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[s] as authorized by the Constitution and laws of the State of
Texas, particularly the Act; and
W�-IEREAS, 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[s] 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, THERI-:FORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
LUBBOCK, TEXAS:
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ARTICLE I
DEFINITIONS AND OTHER PR�:LIMINARY 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[s] established by Section 8.01(a).
"Designated Payment/Transfer Office" means (i) with respect to [the][each] 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 10.01 of this
Ordinance.
"Financed Improvements" has the meaning assigned in the recitals of this Ordinance.
"Financed Property" has the meaning assigned in the recitals 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[s], such dates
being February 15 and August 15 of each year, commencing [February 15, 2024], until maturity
or prior redemption.
"Issuance Date" means the date of the initial delivery of and payment for the Note[s].
"Maximum Lawful Rate" means the lesser of (a) the maximum rate of interest allowed by
Chapter 1204, Texas Government Code, or any successor provision and (b) the maximum non-
usurious rate of interest permitted to be charged by applicable federal or Texas law from time to
time in effect.
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"Note[s]" [means the City's Note entitled "City of Lubbock, Texas Tax Note, Series
2023A" authorized to be issued pursuant to Section 3.01.][means, collectively, the City's Notes
entitled "City of Lubbock, Texas Tax Note, Series 2023A" and "City of Lubbock, Texas Tax Note,
Series 2023B" authorized to be issued pursuant to Section 3.01.]
"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 [� l, or any successor thereto as provided
in this Ordinance.][collectively, the Series 2023A Note Paying Agent/Registrar and Series 2023B
Note Paying Agent/Registrar.]
"Paying Agent/Registrar Agreement" means the Paying AgenURegistrar Agreement[s]
between the [respective] Paying AgentlRegistrar and the City relating to the Note.
"Private Placement Letter" means that certain purchase and investment letter between the
City and the [applicable] Purchaser, as described in Section 7.01 of this Ordinance.
"Purchaser" means [� 1•][collectively, the Series 2023A Note Purchaser
and the Series 2023B Note Purchaser.]
"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.
["Series 2023A Note" means the City's Note entitled "City of Lubbock, Texas Tax Note,
Series 2023A" authorized to be issued pursuant to Section 3.01.]
["Series 2023B Note" means the City's Note entitled "City of Lubbock, Texas Tax Note,
Series 2023B" authorized to be issued pursuant to Section 3.01.]
["Series 2023A Note Paying Agent/Registrar" means [� �, or any
successor thereto as provided in this Ordinance.]
["Series 2023B Note Paying Agent/Registrar" means [� �, or any
successor thereto as provided in this Ordinance.]
["Series 2023A Note Purchaser" means � �.]
["Series 2023B Note Purchaser" means � �.]
"Special Payment Date" means the Special Payment Date prescribed by Section 3.03(b).
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"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[s] as the same become due and payable and
remaining unclaimed by the Owners of the Note[s] 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. Findin�s. 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 Headin�s. The table of contents, titles and
headings of the Articles and Sections of this Ordinance have been inserted for convenience of
reference only and are not to be considered a part hereof and shall not in any way modify or restrict
any of the terms or provisions hereof and shall never be considered or given any effect in
construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent
should arise.
Section 1.05. 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 II
SECURITY FOR THE NOTE[S]
Section 2.01. Tax Lew for Payment of Notefsl.
While the Note[s] 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
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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[s] as the same
becomes due, and to provide and maintain a sinking fund adequate to pay the principal of the
Note[s] as such principal matures, but never less than two percent (2%) of the original principal
amount of the Note[s] 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[s] and to no other purpose. The proceeds from all taxes levied, assessed and
collected for and on account of the Note[s] authorized by this Ordinance shall be deposited into
the [applicable] 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[s] are hereby pledged and committed irrevocably
to the payment of the principal of and interest on the Note[s] when and as due and payable in
accordance with their terms and this Ordinance.
To pay debt service coming due on the Note[s] 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 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. In accordance with the Constitution and laws of the State of
Texas, particularly the Act, the City's Note[s] to be designated "City of Lubbock, Texas Tax Note,
Series 2023A," is hereby authorized to be issued and delivered in the aggregate principal amount
of $[PRINCIPAL] [and the City's Note to be designated "City of Lubbock, Texas Tax Note, Series
2023B," is hereby authorized to be issued and delivered in the aggregate principal amount of
$[PFtINCIPAL] for the purpose of providing funds to pay (i) contractual obligations incurred or to
be incurred for the Financed Improvements and the purchase of the Financed Property, including
materials, supplies, equipment and machinery for solid waste purposes, and (ii) the costs of
issuance related thereto.
Section 3.02. Date, Denomination, Maturities, Numbers, and Interest.
(a) The Note[s] shall be dated as of the Issuance Date, and shall be issued in fully
registered form, without coupons, in the denomination of $100,000 and any integral multiple of
$1,000 in excess thereof and shall be numbered separately from R-1 [A and R-1 B] upward, except
the Initial Note[s], which shall be numbered I-1[A and I-1B].
(b) The [Series 2023A] Note shall finally mature on February 15, [2030] and be repaid
in serial installments on February 15 in the years 2024 through and including [2030] in the
principal amounts set forth in the following schedule:
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Principal Interest
Maturitv Amount Rate
2024
2025
2026
2027
2028
2029
2030
[The Series 2023B Note shall finally mature on February 15, [2030] and be repaid in serial
installments on February I S in the years 2024 through and including [2030] in the principal
amounts set forth in the following schedule:
Principal Interest
Maturitv Amount Rate
2024
2025
2026
2027
2028
2029
2030
(c) Interest shall accrue and be paid on the Note[s] 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.
Section 3.03. Medium, Method and Place of Pa.�.
(a) The principal of and interest on the Note[s] shall be paid in lawful money of the
United States of America as provided in this Section.
(b) Interest on the Note[s] 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
[respective] Paying AgenURegistrar 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
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States mail, first class, postage prepaid, to the address of the Owner of the Note[s] appearing on
the books of the [respective] 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[s] 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 [applicable] Purchaser and the
[respective] Paying Agent/Registrar, and sent by [the][such] 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 [respective] 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 [theJ[a] 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
thereo fl upon presentation and surrender of the Note at the Designated Payment/Transfer Office;
provided, however, that for so long as [the] [such] 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 [respective] 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][a] 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 [respective] Paying Agent/Registrar, nor any other person
shall be liable or responsible to any Owners of the Note[s] for any further payment of such
unclaimed moneys or on account of any such Note.
( fl Unclaimed Payments shall be segregated in a special escrow account and held in
trust, uninvested by the [respective] Paying Agent/Registrar, for the accounts of the Owners of the
Note to which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code,
Unclaimed Payments remaining unclaimed by the Owners entitled thereto for three years after the
applicable payment or redemption date shall be applied to the next payment or payments on the
Note thereafter coming due and, to the extent any such money remains three (3) years after the
retirement of the Note, shall be paid to the City to be used for any lawful purpose. Thereafter,
neither the City, the [respective] 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 monies or on
account of the Note, subject to Title 6 of the Texas Property Code.
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Section 3.04. Execution and Initial Re�istration.
(a) The Note[s] shall be executed on behalf of the City by the Mayor or City Manager
and City Secretary, by their manual or facsimile signatures, and the official seal of the City shall
be impressed or placed in facsimile thereon. Such facsimile signatures on the Note[s] shall have
the same effect as if the Note[s] had been signed manually and in person by each of said officers,
and such facsimile seal on the Note[s] shall have the same effect as if the official seal of the City
had been manually impressed upon the Note[sJ.
(b) In the event that any officer of the City whose manual or facsimile signature appears
on the Note[s] ceases to be such officer before the authentication of the Note[s] 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[s] 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 [respective] Paying Agent/Registrar. In lieu of the
executed Certificate of Paying Agent/Registrar described above, the Initial Note[s] 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[s] has been duly approved by the Attorney General 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 [for each Note] (the "Initial Note[s]"), 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 [applicable] Purchaser or its designee
against payment therefor.
Section 3.05. Ownership.
(a) The City, the [respective] Paying AgentlRegistrar 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 [respective] 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 [respective] Paying Agent/Registrar upon such Note to the extent of the sums paid.
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Section 3.06. Re�istration, Transfer and Exchan�.
(a) So long as any Note remains outstanding, the City shall cause the P[respective]
aying Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the
"Register") in which, subject to such reasonable regulations as it may prescribe, the [respective]
Paying Agent/Registrar shall provide for the registration and transfer of the Note[s] in accordance
with this Ordinance.
Subject to the restrictions contained in the [applicable] 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 [respective] Paying Agent/Registrar with such
endorsement or other evidence of transfer as is acceptable to the [respective] Paying
AgendRegistrar. No transfer of any Note shall be effective until entered in the Register. A new
Note will be delivered by the [respective] Paying Agent/Registrar, in lieu of the Note being
transferred or exchanged, at the Designated PaymentlTransfer 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 PaymentlTransfer 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 [respective] 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 [respective] 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 [respective] 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 AgentlRegistrar 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
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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 [respective] Paying Agent/Registrar, at
the Designated Payment/Transfer Office, of a mutilated Note, the [respective] Paying
AgenURegistrar shall 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
[respective] 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 [respective] 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 [respective]
Paying AgentlRegistrar 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 [respective] 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
[respective] 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 [respective] 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 [respective] 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 [respective] Paying AgentlRegistrar,
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.
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ARTICLE IV
R�:DEMPTION OF NOTE BEFOR�: MATURITY
Section 4.01. Limitation on Redemption.
The Note[s] shall be subject to redemption before scheduled maturity only as provided in
this ARTICLE IV.
Section 4.02. Ontional Redemption.
The [Series 2023A] Note is subject to redemption prior to maturity, in whole [or in part],
at the option of the City, on February 15, [2027] or on any [Business Day] thereafter.
[The Series 2023B Note is subject to redemption prior to maturity, in whole [or in part], at
the option of the City, on February 15, [2027] or on any [Business Day] thereafter.]
Section 4.03. jPartial Redemption.
If less than the entire outstanding principal amount of [the] [a] Note is to be redeemed
pursuant to Section 4.02 hereof, the principal amount of [the][such] Note must be redeemed in the
principal amount of not less than $1,000,000 (or any integral multiple of $1,000 in excess thereo fl
and in reverse order of amortization (longest dated payments paid first). No more than one partial
redemption may occur in any calendar year.]
Section 4.04. Notice of Redemption to Owners.
(a) The [respective] 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 thereo� 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][a] 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 andlor
authorized securities, in an amount equal to the amount necessary to effect the redemption, with
the [respective] 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
[respective] Paying Agent/Registrar instructing the [respective] Paying Agent/Registrar to rescind
the redemption notice, and such notice and redemption shall be of no effect if such moneys andlor
authorized securities are not so deposited or if the notice is rescinded. The [respective] 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.
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Section 4.05. Payment Upon Redemption.
(a) Before or on each redemption date, the City shal( deposit with the [respective]
Paying Agent/Registrar money sufficient to pay all amounts due on the redemption date and
[the][such] Paying AgendRegistrar 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 PaymentlTransfer Office of the [respective] Paying Agent/Registrar on or after the
date fixed for redemption, [the][such] 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 is held by a
single Owner, optional redemption payments made prior to final maturity will be noted by the
[respective] Paying AgenURegistrar in their official records but will not require the presentation
and surrender of the Note.
Section 4.06. Effect of Redemption.
(a) When [the][a] Note has been called for redemption in whole [or in part] and due
provision has been made to redeem same as herein provided, [the] [such] 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][such] 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][the Note] 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 Pavment. Money set aside for the redemption of [the] [a] Note and
remaining unclaimed by the Owners thereof shall be subject to the provisions of Section 3.03(fl
hereof.
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Payin�A ent/Re ig strar[s].
� ] is hereby appointed as the initial Paying Agent/Registrar for the [Series
2023A] Note. [[ � is hereby appointed as the initial Paying AgenURegistrar for
the Series 2023B Note]. The form of Paying AgentlRegistrar Agreement is hereby approved.
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Section 5.02. Qualifications.
Each Paying Agent/Registrar shal( 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[s].
Section 5.03. Maintaining Payin�A en� tlRe i� s�.
(a) At all times while [the][a] Note is outstanding, the City will maintain [a] Paying
Agent/Registrar[s] that [is] [are] 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[s] specifying the duties and responsibilities of the City and the [respective] Paying
Agent/Registrar. The signature of the Mayor or the City Manager shall be attested by the City
Clerk.
(b) If [a][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 [respective] Note.
Section 5.04. Termination. The City, upon not less than 45 days' notice, reserves the right
to terminate the appointment of any Paying Agent/Registrar by delivering to the entity whose
appointment is to be terminated written notice of such termination, 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 [respective] Note.
Section 5.05. Notice of Chan�e. Promptly upon each change in the entity serving as
Paying AgentlRegistrar, 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. A�reement to Perform Duties and Functions. By accepting the appointment
as Paying Agent/Registrar, and executing the Paying Agent/Registrar Agreement, the Paying
Agent/Registrar[s are] is deemed to have agreed to the provisions of this Ordinance and that
[it][they] 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 thereo fl and all other pertinent books and records relating to the [respective]
Note to the successor Paying Agent/Registrar.
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ARTICLE VI
FORM OF THE NOTE
Section 6.41. Form Generallv.
(a) The Note[s], 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[s], (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[s],
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[s], including the Initial Note[s] 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[s], 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[S]
Section 7.01. Sale of Note; Private Placement Letterfsl.
(a) The Series 2023[A]Note is hereby sold and shall be delivered to the [Series 2023A
Note] Purchaser at a price of $[PRINCIPAL[-A]] (representing the par amount of the [Series
2023A] Note), in accordance with the terms of the Private Placement Letter[ with the Series 2023A
Note Purchaser], 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 Series 2023BNote is hereby sold and shall be delivered to the Series 2023B Note
Purchaser at a price of $[PRINCIPAL-B] (representing the par amount of the Series 2023B Note),
in accordance with the terms of the Private Placement Letter with the Series 2023B Note Purchaser,
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.
(b) The Mayor or City Manager and other appropriate officials of the City are hereby
authorized to execute the Private Placement Letter[s] 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[s] and the approving opinion of the Attorney General of Texas.
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4145-6751-6747.2
(c) 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[s], as they may deem necessary and appropriate in order to
consummate the delivery of the Note[s].
(d) The obligation of the [respective] Purchaser to accept delivery of the [respective]
Note is subject to [the][such] Purchaser being furnished with the final, approving opinion of Bond
Counsel, which opinion shall be dated as of and delivered on the Issuance Date.
Section 7.02. Control and Delivery ofNotefsl.
(a) The Mayor or his designee is hereby authorized to have control of the Initial Note[s]
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 [respective] Paying Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the Note[s]
shall be made to the [respective] 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
CRI:ATION OF FUNDS AND ACCOUNTS; DEPOSIT OF PROCEEDS; INVESTMENTS
Section 8.01. Debt Service Fundfsl.
(a) The City hereby establishes [(i)] a special fund or account to be designated the "City
of Lubbock, Texas, Tax Note, Series 2023[A] Debt Service Fund" (the "[Series 2023A ]Debt
Service Fund") [and (ii) a special fund or account to be designated the "City of Lubbock, Texas,
Tax Note, Series 2023B Debt Service Fund" (the "Series 2023B Debt Service Fund" and, together
with the Series 2023A Debt Service Fund, the "Debt Service Funds")] with said funds 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
[applicable] 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[s].
(b) If the amount of money in the [respective] Debt Service Fund is at least equal to
the aggregate principal amount of the [respective] outstanding Note plus the aggregate amount of
interest due and that will become due and payable on the [respective] Note, no further deposits to
that fund need be made.
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(c) Money on deposit in the [respective] Debt Service Fund shall be used to pay the
principal of and interest on the [respective] Note as such become due and payable.
Section 8.02. Deposit of Proceeds.
Proceeds from the sale of the Note[s] are appropriated for the purposes and shall, promptly
upon receipt by the City, be applied as directed by the Chief Financial Officer of the City.
Any amounts remaining after paying costs of issuance may be used for the purposes
described in Section 3.01(i) hereof. Any amounts remaining after accomplishing such purposes
and paying costs of issuance shall be deposited to the [respective] Debt Service Fund and applied
to the payment of debt service on the [respective] Note.
ARTICLE IX
PARTICULAR, REPRCSENTATIONS AND COVENANTS
Section 9.01. Payment of Notefsl. While the Note[s are] [is] outstanding and unpaid,
there shall be made available to the [respective] Paying Agent/Registrar, out of the [applicable]
Debt Service Fund, money sufficient to pay the interest on and the principal of the Note[s], 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[s];
all action on its part for the creation and issuance of the Note[s) has been duly and effectively
taken; and the Note[s] 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[s]; the City will promptly
pay or cause to be paid the principal of and interest on the Note[s] on the dates and at the places
and manner prescribed in the Note;[s] 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[s] 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 [respective] Purchaser the City's most recently
audited financial information as required in the Private Placement Letter[s].
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[s] remains
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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 [and affected by
such amendment], 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[s], 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) 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[s] (including
all property the acquisition, construction or improvement of which is to be financed directly or
indirectly with the proceeds of the Note[s]) and take or omit to take such other and fitrther actions
as may be required by Sections 103 and 141 through 150 of the Code and the Regulations to cause
interest on the Note[s] to be and remain excludable from the gross income, as defined in Section
61 of the Code, of the owners of the Note[s] 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[s] 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[s]. The City will not use any portion of the proceeds of the
Note[s] 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[s] to constitute "private activity bond" within the
meaning of Section 141(a) of the Code.
(c) Principal of and interest on the Note[s] 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[s] are delivered, the City reasonably expects that the proceeds of
the Note[s] will not be used in a manner that would cause the Note[s] or any portion thereof to be
an "arbitrage bond" within the meaning of Section 148 of the Code.
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(e) At all times while the Note[s] are outstanding, the City will identify and properly
account for all amounts constituting gross proceeds of the Note[s] in accordance with the
Regulations. The City will monitor the yield on the investments of the proceeds of the Note[s]
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[s]. To the extent
necessary to prevent the Note[s] 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[s] to be less than the yield that is materially higher than the yield on the
Note[s].
(� The City will not take any action or knowingly omit to take any action that, if taken
or omitted, would cause the Note[s] to be treated as "federally guaranteed" obligations for purposes
of Section 149(b) of the Code.
(g) The City represents that not more than fifty percent (50%) of the proceeds of the
Note[s] will be invested in nonpurpose investments (as defined in Section 148( fl(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[s] will be used to carry out the governmental purpose
of the Note[s] within the three-year period beginning on the date of issue of the Note[s].
(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[s], 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[s] 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 Note 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[s] 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
aias-67si-6�a7.2
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such arrangement had been at arm's length and had the yield on the Note[s] 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[s]
on such form and in such place as the Secretary may prescribe.
(k) The City will not issue or use the Note[s] as part of an "abusive arbitrage device"
(as defined in Section 1.148-10(a) of the Regulations). Without limiting the foregoing, the Note[s]
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.
(1) Proper officers of the City charged with the responsibility for issuing the Note[s]
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[s] 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[s], 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 Note holders and any subsequent Note holder and may be relied upon by the Note
holders and any subsequent Note 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[s] 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[s] for as long as such matters are relevant to the exclusion of interest on
the Note[s] 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
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(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.
(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[s] 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. Dischar�e. The City reserves the right to defease, discharge or refund the
Note[s] in any manner now or hereinafter permitted by applicable law.
-20-
4 145-675 1-6747 2
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 Invaliditv.
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.
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.
[Signatzrre page follorvs]
-21-
aias-67si-67a� z
I'RESENTED, FINALLY PASSED AND, APPROVED AND EFFECTIVE on this 7th
day of November, 2023.
ATTEST:
TRAY PA , or
PAZ, City Secretary
[SEAL�
API'ROVED AS TO CONTENT:
By: �
D. BLU K TELICH, Chief Financial Officer
AI'PROVED AS TO FORM:
By:
JERRY V. E, JR., Bond Counsel F
Signature Page to Ordinance Authorizing
Ciry of Lubbock, Texas Tax Note, Se�•ies 2023A
4145-675 I -67472
EXHIBIT A
The form of 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 TRANSFERkf�:D IN WHOLE OR IN PART EXCEPT AS
PROVIDED IN SECTION 3.06 OF THE ORI3INANCE AND AS PROVIDED HEREIN
RF:GISTERI:D
NO. �
UNITED STATES OF AMERICA
STATE OF TEXAS
FORM OF NOTE
REGISTER�D
$
CITY OF LUBBOCK, TEXAS
TAX NOTE, SERIES 2023[A][B]
1NTEREST KATE:
MATURITY DATE:
ISSUANCE DATE:
%
February 15, [2030]
December 5, 2023
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, 2024]. 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-1[A][B].
A-1
aias-6�si-��a� z
Principal Principal
Installment Date Amount
2/ 15/2024
2/15/2025
2/15/2026
2/15/2027
2/15/2028
2/ 15/2029
2/15/2030
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 New York, New York (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 last 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 December 5, 2023 and is issued in the aggregate principal amount of
$[PRINCIPAL], pursuant to a certain ordinance approved by the City Council of the City (the
"Ordinance") for the purpose of providing funds to pay (i) contractual obligations incurred or to
A-2
4145-6751-6747.2
be incurred for the Financed Improvements and the purchase of the Financed Property, including
materials, supplies, equipment and machinery for solid waste purposes; and (ii) 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 redemption prior to maturity, in whole [or in part], at the option of
the City, on February 15, [2027] or on any Business Day thereafter upon written notice as provided
in the Ordinance. [Partial redemption of the Note (i) may occur no more than once per calendar
year, (ii) shall be in the principal payment of not less than $1,000,000, and (iii) must be applied to
the outstanding principal amount of the Note in the reverse order of the amortization (longest dated
payments paid first).]
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 Notes 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 registered owner hereof, (y) a trust or custodial
arrangement established by such registered owner 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 this 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.]
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 AgendRegistrar shall be affected by notice
to the contrary.
IT IS HERCBY 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.
A-3
4145-67� I-6747 2
IN WITNESS WHEREOF, this Note has been duly executed on behalf of the City, under
its official seal, in accordance with law.
City Secretary Mayor
City of Lubbock, Texas City of Lubbock, Texas
[SEAL]
(b) Form of Certificate of Pavin�A e� is�.
CERTIFICATE OF PAYING AGENT/REGIST�AR
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.
as Paying Agent/Registrar
Dated:
:
Authorized Signatory
(c) Form of Assi�.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or
typewrite name, address and ZIP Code of transferee:
(Social Security or other identifying number: } the within 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
A-4
a ias-67s i-6�a� 2
particular and must be guaranteed in a manner
acceptable to the Paying Agent/Registrar.
Authorized Signatory
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 § It[:GISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY THAT there is on fle 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-5
4145-67� I-6747 2
WEBSTER BANK, NATIONAL ASSOCIATION
PURCHASE AND INVESTMENT LETTER
November 7, 2023
Mayor and City Council
City of Lubbock, Texas
1314 Avenue K
Lubbock, Texas 79401
Re: $f 1 City of Lubbock, Texas, Tax Note, Series 2023A (the "Note")
Ladies and Gentlemen:
Webster Bank, National Association (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 Ciry, 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 November 7, 2023, and if not so
accepted will be subject to withdrawal.
1. Purchase Price: The purchase price for the Note will be $f l.
2. Paying AgenURegistrar: The Bank will serve as Paying AgenURegistrar for the Note at no cost to the City.
3. Terms of Note: The Note shall be issued in the principal amount of $f 1 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 November 7, 2023.
The Note is being issued for the purposes described in the Note Ordinance. 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. Closinq: 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 December 5, 2023, 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 Closinp: 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.
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.
� Nothing shall have occurred prior to Closing, which has had or could have a materially adverse effect
on the financial condition or general affairs of the City.
Acknowledqements and Rearesentations of the Bank.
a) The Bank is a"bank" as defined in Section 3(a)(2) of the Securities Act of 1933 (the "1933 AcY') 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.
Exhibit B � 1
4161-2036-7180. I
c} 7he 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. To the extent the word "Note" may have been used in any way to
reference the debt instrument, the Bank acknowledges that the word "Note" is for convenience only
and not intended to indicate that the instrument is a security within the meaning of the 1933 Act.
d} As a sophisticated investor, the Bank has made its own credit inquiry and analysis with respect to
the Ciry 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.
� 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 the prior review and written
consent of the Ciry, in the Ciry'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.
g; The Bank represents that neither it nor any of its parent company, wholly- or majority-owned
subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the
Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas
Government Code,
and posted under the following Divestment Statute Lists: "Scrutinized Companies with ties to Foreign
Terrorist Organizations," "Scrutinized Companies with ties to Iran," or "Scrutinized Companies with
ties to Sudan" of such officer's Internet website that are available at:
https://comptroller.texas.gov/purchasing/publications/divestment.php.
The foregoing representation is made solely to enable the City to comply with Section 2252.152,
Texas Government Code, and to the extent such Section does not contravene applicable State or
Federal law and excludes the Bank and its parent company, wholly- or majority-owned subsidiaries,
and other affiliates, if any, that the United States government has affirmatively declared to be
excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime
relating to a foreign terrorist organization.
h) The Bank hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and
other affiliates, if any, do not boycott Israel and, to the extent this Purchase and Investment Letter is
a contract for goods or services, will not boycott Israel during the term of this Purchase and
Investment Letter. The foregoing verification is made solely to enable the City to comply with Section
2271.002, Texas Government Code, and to the extent such Section does not contravene applicable
State or Federal law. As used in the foregoing verification, "boycott Israel" means refusing to deal
with, terminating business activities with, or otherwise taking any action that is intended to penalize,
inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or
entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made
for ordinary business purposes.
To the extent this Purchase and Investment Letter constitutes a contract for goods or services for
which a written verification statement is required under Section 2276.002, Texas Government Code,
as amended, the Bank hereby verifies that it and its parent company, wholly- or majority- owned
aibi-zo36-�iao i
subsidiaries, and other affiliates, if any, do not boycott energy companies and, will not boycott energy
companies during the term of this Purchase and Investment Letter. The foregoing verification is made
solely to enable the City to comply with Section 2276.002, Texas Government Code, as amended,
to the extent Section 2276.002, Texas Government Code does not contravene applicable Texas or
federal law. As used in the foregoing verification, "boycott energy companies" shall mean, without an
ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise
taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations
with a company because the company (A) engages in the exploration, production, utilization,
transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to
meet environmental standards beyond applicable federal and state law; or (B) does business with a
company described by (A) above.
To the extent this Purchase and Investment Letter constitutes a contract for goods or services for
which a written verification statement is required under Section 2274.002 (as added by Senate Bill
19 in the 87th Texas Legislative Session), Texas Government Code, as amended, the Bank hereby
verifies that it and its parent company, wholly- or majority- owned subsidiaries, and other affiliates, if
any:
(i) do not have a practice, policy, guidance or directive that discriminates against a firearm
entity or firearm trade association based solely on its status as a firearm entity or firearm
trade association; and
(ii) will not discriminate during the term of this Purchase and Investment Letter against a firearm
entity or firearm trade association based solely on its status as a firearm entity or firearm
trade association.
The foregoing verification is made solely to enable the City to comply with Section 2274.002,
Texas Government Code, as amended, to the extent Section 2274.002, Texas Government
Code does not contravene applicable Texas or federal law. As used in the foregoing
verification:
a. "discriminate against a firearm entity or firearm trade association," a term defined
in Section 2274.001(3), Texas Government Code (as enacted by such Senate Bill), (A)
means, with respect to the firearm entity or firearm trade association, to (i) refuse to engage
in the trade of any goods or services with the firearm entity or firearm trade association
based solely on its status as a firearm entity or firearm trade association, (ii) refrain from
continuing an existing business relationship with the firearm entity or firearm trade
association based solely on its status as a firearm entity or firearm trade association, or (iii)
terminate an existing business relationship with the firearm entity or firearm trade
association based solely on its status as a firearm entity or firearm trade association and
(B) does not include (i) the established policies of a merchant, retail seller, or platform that
restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and
(ii) a company's refusal to engage in the trade of any goods or services, decision to refrain
from continuing an existing business relationship, or decision to terminate an existing
business relationship (aa) to comply with federal, state, or local law, policy, or regulations
or a directive by a regulatory agency or (bb) for any traditional business reason that is
specific to the customer or potential customer and not based solely on an entity's or
association's status as a firearm entity or firearrn trade association,
b. "firearm entiry," a term defined in Section 2274.001(6), Texas Government Code
(as enacted by such Senate Bill), means a manufacturer, distributor, wholesaler, supplier,
or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as enacted
by such Senate Bill, as weapons that expel projectiles by the action of explosive or
expanding gases), firearm accessories (defined in Section 2274.001(5), Texas Government
Code, as enacted by such Senate Bill, as devices specifically designed or adapted to enable
an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance
and items used in conjunction with or mounted on a firearm that are not essential to the
basic function of the firearm, including detachable firearm magazines), or ammunition
(defined in Section 2274.001(1), Texas Government Code, as enacted by such Senate Bill,
as a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile)
or a sport shooting range (defined in Section 250.001, Texas Local Government Code, as
a business establishment, private club, or association that operates an area for the
discharge or other use of firearms for silhouette, skeet, trap, black powder, target, self-
defense, or similar recreational shooting), and
ai6i-Zo36aiso i
c. "firearm trade association," a term defined in Section 2274.001(7), Texas
Government Code (as enacted by such Senate Bill), means any person, corporation,
unincorporated association, federation, business league, or business organization that (i) is
not organized or operated for profit (and none of the net earnings of which inures to the
benefit of any private shareholder or individual), (ii) has two or more firearm entities as
members, and (iii) is exempt from federal income taxation under Section 501(a), Internal
Revenue Code of 1986, as an organization described by Section 501(c) of that code.
k) For purposes of this Purchase and Investment Letter, the Bank understands "affiliate" to mean an
entity that controls, is controlled by, or is under common control with the Bank within the meaning of
SEC Rule 405, 17 C.F.R. § 230.405 and exists to make a profit.
The Bank agrees to have a standing letter on file with the Texas Attorney General's Office as required
by the All Bond Counsel Letter of the Texas Attorney General dated September 22, 2021. The Bank
agrees that it will not rescind its standing letter at any time before the delivery of the Note unless
same is immediately replaced with a standing letter meeting the requirements ofthe above-described
All Bond Counsel Letter. If the Bank has previously received notice from the Texas Comptroller of
Public Accounts that it may be identified as a financial company that boycotts energy companies on
the list prepared pursuant to Chapter 809, Government Code (a "Listed Company"), the Bank must
agree to hold the City harmless for any costs or expenses incurred by the City in connection with the
Bank's inabiliry to purchase the Note in the event that the Bank becomes a Listed Company.
Reaorting Requirements. While the Note is outstanding, the City agrees to provide to the 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.orq).
Survival and Severabilitv: For so long as the Note remains outstanding, the acknowledgments and 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.
No Oral Aqreements: To the extent allowed by law, the pa�ties 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.
(�xecution Pages to FollowJ
416 I-2036-7 I 80 I
If this purchase and investment letter meets with your approval, please execute it in the place provided below.
OFFERED BY:
Bank: f 1
By:
Name:
Title:
Signature Page to Purchase and Investment Letter
City of Lubbock, Texas Tax Note, Series 2023A
4161-2036-7180. I
ACCEPTED BY CITY OF LUBBOCK, TEXAS:
By: -
Mayor
City of Lubbo , Texas
Signature Page to Purchase and Investment Letter
City of Lubbock, Texas Tax Note, Series 2023A
4161-2036-71 R0. I
W�BST�R BANK, NATIONAL ASSOCIATION
PURCHASE AND INVESTMENT LETTER
November 7, 2023
Mayor and City Council
City of Lubbock, Texas
1314 Avenue K
Lubbock, Texas 79401
Re: $f 1 City of Lubbock, Texas, Tax Note, Series 20236 (the "Note")
Ladies and Gentlemen:
Webster Bank, National Association (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 November 7, 2023, and if not so
accepted will be subject to withdrawal.
1. Purchase Price: The purchase price for the Note will be $f 1.
2. Pavinq AqenUReaistrar: The Bank will serve as Paying Agent/Registrar for the Note at no cost to the City.
3. Terms of Note: The Note shall be issued in the principal amount of $f 1 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 November 7, 2023.
The Note is being issued for the purposes described in the Note Ordinance. 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. Closin4: 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 December 5, 2023, 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 Closin4: 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.
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.
� Nothing shall have occurred prior to Closing, which has had or could have a materially adverse effect
on the financial condition or general affairs of the City.
6. Acknowledgements 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.
Exhibit B � 1
413 I -5106-2092. I
�} 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. To the extent the word "Note" may have been used in any way to
reference the debt instrument, the Bank acknowledges that the word "Note" is for convenience only
and not intended to indicate that the instrument is a security within the meaning of the 1933 Act.
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.
The Bank acknowledges that the Note is transferrable only by notation on the Register maintained
by the Paying AgenURegistrar 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 the prior review and written
consent of the Ciry, 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.
gJ The Bank represents that neither it nor any of its parent company, wholly- or majority-owned
subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the
Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas
Government Code,
and posted under the following Divestment Statute Lists: "Scrutinized Companies with ties to Foreign
Terrorist Organizations," "Scrutinized Companies with ties to Iran," or "Scrutinized Companies with
ties to Sudan" of such officer's Internet website that are available at:
https://comptroller.texas.gov/pu rchasing/publications/divestment. php.
The foregoing representation is made solely to enable the City to comply with Section 2252.152,
Texas Government Code, and to the extent such Section does not contravene applicable State or
Federal law and excludes the Bank and its parent company, wholly- or majority-owned subsidiaries,
and other affiliates, if any, that the United States government has affirmatively declared to be
excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime
relating to a foreign terrorist organization.
hj The Bank hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and
other affiliates, if any, do not boycott Israel and, to the extent this Purchase and Investment Letter is
a contract for goods or services, will not boycott Israel during the term of this Purchase and
Investment Letter. The foregoing verification is made solely to enable the City to comply with Section
2271.002, Texas Government Code, and to the extent such Section does not contravene applicable
State or Federal law. As used in the foregoing verification, "boycott Israel" means refusing to deal
with, terminating business activities with, or otherwise taking any action that is intended to penalize,
inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or
entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made
for ordinary business purposes.
To the extent this Purchase and Investment Letter constitutes a contract for goods or services for
which a written verification statement is required under Section 2276.002, Texas Government Code,
as amended, the Bank hereby verifies that it and its parent company, wholly- or majority- owned
4 I 3 I-� I 06-2092 I
subsidiaries, and other affiliates, if any, do not boycott energy companies and, will not boycott energy
companies during the term of this Purchase and Investment Letter. The foregoing verification is made
solely to enable the City to comply with Section 2276.002, Texas Government Code, as amended,
to the extent Section 2276.002, Texas Government Code does not contravene applicable Texas or
federal law. As used in the foregoing verification, "boycott energy companies" shall mean, without an
ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise
taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations
with a company because the company (A) engages in the exploration, production, utilization,
transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to
meet environmental standards beyond applicable federal and state law; or (B) does business with a
company described by (A) above.
�} To the extent this Purchase and Investment Letter constitutes a contract for goods or services for
which a written verification statement is required under Section 2274.002 (as added by Senate Bill
19 in the 87th Texas Legislative Session), Texas Government Code, as amended, the Bank hereby
verifies that it and its parent company, wholly- or majority- owned subsidiaries, and other affiliates, if
any:
(i) do not have a practice, policy, guidance or directive that discriminates against a firearm
entity or firearm trade association based solely on its status as a firearm entity or firearm
trade association; and
(ii) will not discriminate during the term of this Purchase and Investment Letter against a firearm
entity or firearm trade association based solely on its status as a firearm entity or firearm
trade association.
The foregoing verification is made solely to enable the City to comply with Section 2274.002,
Texas Government Code, as amended, to the extent Section 2274.002, Texas Government
Code does not contravene applicable Texas or federal law. As used in the foregoing
verification:
a. "discriminate against a firearm entity or firearm trade association," a term defined
in Section 2274.001(3), Texas Government Code (as enacted by such Senate Bill), (A)
means, with respect to the firearm entity or firearm trade association, to (i) refuse to engage
in the trade of any goods or services with the firearm entity or firearm trade association
based solely on its status as a firearm entity or firearm trade association, (ii) refrain from
continuing an existing business relationship with the firearm entity or firearm trade
association based solely on its status as a firearm entity or firearm trade association, or (iii)
terminate an existing business relationship with the firearm entity or firearm trade
association based solely on its status as a firearm entity or firearm trade association and
(B) does not include (i) the established policies of a merchant, retail seller, or platform that
restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and
(ii) a company's refusal to engage in the trade of any goods or services, decision to refrain
from continuing an existing business relationship, or decision to terminate an existing
business relationship (aa) to comply with federal, state, or local law, policy, or regulations
or a directive by a regulatory agency or (bb) for any traditional business reason that is
specific to the customer or potential customer and not based solely on an entity's or
association's status as a firearm entity or firearm trade association,
b. "firearm entity," a term defined in Section 2274.001(6), Texas Government Code
(as enacted by such Senate Bill), means a manufacturer, distributor, wholesaler, supplier,
or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as enacted
by such Senate Bill, as weapons that expel projectiles by the action of explosive or
expanding gases), firearm accessories (defined in Section 2274.001(5), Texas Government
Code, as enacted by such Senate Bill, as devices specifically designed or adapted to enable
an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance
and items used in conjunction with or mounted on a firearm that are not essential to the
basic function of the firearm, including detachable firearm magazines), or ammunition
(defined in Section 2274.001(1), Texas Government Code, as enacted by such Senate Bill,
as a loaded ca�tridge case, primer, bullet, or propellant powder with or without a projectile)
or a sport shooting range (defined in Section 250.001, Texas Local Government Code, as
a business establishment, private club, or association that operates an area for the
discharge or other use of firearms for silhouette, skeet, trap, black powder, target, self-
defense, or similar recreational shooting), and
ai3i-siob-zo92 i
c. "firearm trade association," a term defined in Section 2274.001(7), Texas
Government Code (as enacted by such Senate Bill), means any person, corporation,
unincorporated association, federation, business league, or business organization that (i) is
not organized or operated for profit (and none of the net earnings of which inures to the
benefit of any private shareholder or individual), (ii) has two or more firearm entities as
members, and (iii) is exempt from federal income taxation under Section 501(a), Internal
Revenue Code of 1986, as an organization described by Section 501(c) of that code.
k) For purposes of this Purchase and Investment Letter, the Bank understands "affiliate" to mean an
entity that controls, is controlled by, or is under common control with the Bank within the meaning of
SEC Rule 405, 17 C.F.R. § 230.405 and exists to make a profit.
The Bank agrees to have a standing letter on file with the Texas Attorney General's Office as required
by the All Bond Counsel Letter of the Texas Attorney General dated September 22, 2021. The Bank
agrees that it will not rescind its standing letter at any time before the delivery of the Note unless
same is immediately replaced with a standing letter meeting the requirements of the above-described
All Bond Counsel Letter. If the Bank has previously received notice from the Texas Comptroller of
Public Accounts that it may be identified as a financial company that boycotts energy companies on
the list prepared pursuant to Chapter 809, Government Code (a "Listed Company"), the Bank must
agree to hold the City harmless for any costs or expenses incurred by the City in connection with the
Bank's inability to purchase the Note in the event that the Bank becomes a Listed Company.
Reqorting Reauirements. While the Note is outstanding, the City agrees to provide to the 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.or4).
Survival and Severabilitv: For so long as the Note remains outstanding, the acknowledgments and 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.
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 LETfER, 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.
(Execution Pages to Follow]
4131-5106-2092. I
If this purchase and investment letter meets with your approval, please execute it in the place provided below.
OFFERED BY:
Bank:
By:
Name:
Title:
Signature Page to Purchase and Investment Letter
City of Lubbock, Texas Tax Note, Series 20238
413 I-5 I 06-2092. I
ACCEPTED BY CITY OF LUBBOCK, TEXAS:
BY� I��
Mayor `�
City of Lubb , Texas
Signature Page to Purchase and Investment Letter
City of Lubbock, Texas Tax Note, Series 20238
413 I-5 I 06-2092. I
The Attorney General of Texas
Public Finance Section
William P. Clements Building, 7`h Floor
300 West 15th Street
Austin, Texas 78701
The Comptroller of Public Accounts
Public Finance Division
111 East 17th Street
Austin, Texas 78701
Re: City of Lubbock, Texas — Tax Note, Series 2023A (the "Obligations")
Ladies and Gentlemen:
The above-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 Signature Identiiication
and No-Litigation 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 to Taylor Raymond, Orrick,
Herrington & Sutcliffe LLP, 300 West 6`" Street, Suite 1850, Austin, TX 78701.
[Signatzrre page follows]
a i 6s-s i 6a-s i z�.z
CITY OF LUBBOCK, TEXAS
I�
Signature Page
Attorney GenerallComptroller Instruction Letter
ai6s-siba-siz�z
PAYING AGENT/REGISTRAR AGREEMENT
THIS PAYING AGENT/RLGISTRAR AGRI=EMENT (this "Agreement") is entered into
as of November 7, 2023, by and between the City of Lubbock, Texas (the "City") and
� � (the "Bank").
RECITALS OF THE CITY
WHERI�AS, the City has duly authorized and provided for the issuance of its Tax Note,
Series 2023 (the "Note") to be issued as a fully-registered Note;
WI-�EREAS, 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 Batxk 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 I.
APPOINTMENT OF BANK AS PAYING AGENT AND I�EGISTRAR
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(s) 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 parties acknowledge and
agree that under no circumstances will the Bank hold moneys of the City in accounts of the Bank
pursuant to this Agreement. 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
AgentlRegistrar, the City hereby agrees to pay the Bank the annual 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.
4143-3348-7691. I
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" has the meaning set forth above.
"Financial Advisor" means RI3C Capital Markets LLC, its successors and assigns, or any
subsequent financial advisor selected by the City.
"City" means the City of Lubbock, Texas.
"Note" has the meaning set forth above.
"Ordinance" means the ordinance of the City 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 fve 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 Paying 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 is� 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.
� i�3-33asa69 i i
The Bank shall keep and maintain a current copy of the books of registration at its offices
in
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 Banic 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
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
4143-3348-7691 I
(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. Monev Held bv Bank. An 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. For the avoidance of doubt, no
moneys of the City will be deposited with the Bank in accordance with this Agreement.
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. Interpleader. 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 Contractin�guirements.
(a) The Bank is a company, as such term is defined in Chapter 2271, Texas
Government Code, and in accordance with Section 2271.002, Texas Government Code, the Bank
hereby verifies that the Bank: (i) does not Boycott Israel (as such term is defined in Chapter 2271,
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.
4143-3348-7691 I 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), 2252.151(1), Section 2270.0001(2) and
Section 2271.001(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.
(c) [The Bank hereby warrants and represents to the Issuer that it is a publicly traded
business entity or a wholly owned subsidiary of such a business entity.]
(d) The Issuer and the Bank hereby certify that this Agreement does not have a value
of $100,000 or more and is therefore exempt from Chapter 2274, Texas Government Code (as
added by Senate Bill 13 and Senate Bill 19 in the 87th Texas Legislative Session). The Bank agrees
that its compensation hereunder is less than $100,000.
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. Assi n� 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 Headin�s. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 4.7. Successors and Assi� 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 A�reement. 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'
4143-3348-7691 I
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. Notwithstanding the foregoing,
if the purchaser transfers ownership of more than fifty percent (50%) of the Note, this Agreement
may be terminated by the City or the Bank; 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.
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. Severabilitv. 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.
Section 4.15. No Fiduciary Obli at� ions. It is expressly recognized and agreed that: (i) in
its performance of obligations as a Paying Agent andlor Registrar, the Bank is not serving in any
fiduciary capacity; (ii) no discretionary duties are imposed upon nor accepted by it in acting as
Paying Agent or Registrar for the Note; (iii) the nature of the services it performs as Paying Agent
or Registrar in connection with the referenced Note is that of a loan servicer; and (iv) no trust
powers are invoked in its performance of services in such capacity.
[Signature Page Follotivs]
4143-3348-7691 I �
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CITY OF LUBBOCK, TEXAS
:
MAILING�ADDRESS:
1314 Avenue K
Lubbock, Texas 79401
ATTEST:
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Signature Page to the
Paying Agent/Registrar Agreement
4143-3348J691 I
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MAILING ADDRESS:
Signature Page to the
Paying Agent/Registrar Agreement
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EXHIBIT A
PAYING AGENTIREGISTRAR FEES
[No fee will be charged in connection with the services provided by the Bank under this
Agreement; provided, however, the Bank may amend this fee schedule to provide for annual fees
for its services ii (a) � � or an affiliate thereof no longer directly or indirectly owns
at least 50% of the Note, and (b) the Bank complies with the notice requirements of Section 1.2 of
this Agreement.]
4143-3348-7691 I
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 2023A (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) On the date of adoption of the Ordinance, the following are duly qualified and
acting, elected or appointed officials of the City of Lubbock, Texas:
Tray Payne, Mayor
Christy Martinez-Garcia
Shelia Patterson Harris
Mark W. Mcbrayer
Steve Massengale
Dr. Jennifer Wilson
Latrelle Joy
)
)
) Members of
) the Council
)
)
W. Jarrett Atkinson, City Manager
D. Blu Kostelich, Chief Financial Officer
Courtney Paz, City Secretary
(4) The assessed value of property for the purpose of taxation in the City of Lubbock,
Texas, as shown by its official tax rolls for the year 2023, being its latest approved official
assessment rolls is $[23,959,039,118], which amount is net of the amount of any exemptions to
which property otherwise subject to taxation was entitled pursuant to applicable provisions of the
Constitution and laws of the State of Texas.
(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.
(6) 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) Each of the facilities, equipment and Property financed with proceeds from the Note
will be owned and operated by the City.
(9) With respect to the contracts executed in connection with the authorization and
issuance of the Bonds, all disclosure filings and acknowledgements required by Section 2252.908,
4134-6461-1403 I
Texas Government Code, and the rules of the Texas Ethics Commission related to said provision,
have been made.
(10) Appearing below are the true and correct signatures of the persons holding the
offices of Mayor, City Secretary, and City Manager as of the date of adoption of the Ordinance.
By our signature hereon, we certify that the signatures of the other officers are the genuine
signatures of such officers.
(11) The City does not have a current intent to refund the Note.
[The remainder of this page left intentionally blankJ
4134-646t-1403.1
EXECUTED AND DELIVERED this , 2023.
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 Tray Payne, 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 _�Overr��r ��a,�•
Notary Pu ' ,
In and for the State of Texas
?�«aY"° � CARINA REYES
� Notary Public, State ot Texas
Notary ID# 13331645�5
� My Commissiai Expires 09�07-2025
ai3a-6abi-iao3 i
EXECUTED AND DELIVERED this , 2023.
MANUAL SIGNATURE
O�'FICIAL TITLE
b�C'` City Secretary, City of Lubbock, Texas
STATE OF TEXAS
COUNTY OF LUBBOCK
.
Before me, the undersigned authority, on this day personally appeared Courtney Paz, 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 certifcate for the purposes therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS �]pva.�rn�ae� '7, �3 .
�°`�"�°`� CARINA REYES
��
Notary Public, State of Texas
Notary ID# 13331645-5
My Commission Expires Og•p7.2p25
�
Notary Public,
In and for the State of exas
4134-6461-1403.1
EXECUTED AND DELIVERED this , 2023.
MANUAL SIGNATURE
G�f• �J
OFFICIAL TITLE
City Manager, City of Lubbock, Texas
STATE OF TEXAS
COUNTY OF LUBBOCK
Before me, the undersigned authority, on this day personally appeared W. Jarrett Atkinson,
City Manager, of the City of Lubbock, Texas, known to me to be such person who signed the
above and foregoing certificate in my presence and acknowledged to me that such person executed
the above and foregoing certificate for the purposes therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS _�brrtrhlpre..� �, �o�'j .
��P CARINA REYES
Notary PubIIC, Stafe of Texas
T, Notary ID1113331645-5
� o�. AI�Commissfon Expires 09•07•2025
_ � �
Notary Pu�bl'ic,
In and for the State of Texas
4134-6461-1403. I
EXHIBIT A
Combined Debt Service Schedule
4134-6461-1403.1
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 2023A
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.
@1[.1Qt3aF:�3�ill
DELIVERED thi
SIGNATURE
OFFTCIAL TITLE
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.
GIVEN LTNDER MY HAND AND SEAL OF OFFICE, this the �-' day of
, 2023.
r°`�R� ` CA � REYES
s � °�Y��State of Texas
Notary ID# 13331645-5
' a� �� My Commission Expires Og.p7.pp25
Notary Public, State of Te
a ib i-32 i s-s�a�. i �
Section 11.4 Survival of Defeasance. Notwithstanding any provision in this Tax
Certificate or the Bond Ordinance to the contrary, the obligation to remit the Rebate Requirement,
if any, artment of the Treasury and to comply with all other requirements
co all survive defeasance of the Bonds.
Date :
CITY OF LUBBOCK, TEXAS
By: �
Blu ostelic ,
Chief Financial Officer
S-i
Form 8038-G (Rev. 10-2021)
35
36a
b
c
37
38a
b
c
d
39
40
41a
b
c
d
42
43
44
45a
;�
�
2
Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) .... 35
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC). See instructions . . . . . . . . . . . . . . . . . . . . . . . . . 36a
Enter the final maturity date of the GIC ►(MM/DD/YYYI�
Enter the name of the GIC provider ►
Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other govemmental units . . . . . . . . . . . . . . . . . . . . . . . . 37
If this issue is a loan made from the proceeds of another tax-exempt issue, check box ►❑ and enter the following information:
Enter the date of the master pool bond ►(MM/DD/YYYI�
Enter the EIN of the issuer of the master pool bond ►
Enter the name of the issuer of the master pool bond ►
If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box .... ► ❑
If the issuer has elected to pay a penalry in lieu of arbitrage rebate, check box ............. ► ❑
If the issuer has identified a hedge, check here ►❑ and enter the following information:
Name of hedge provider ►
Type of hedge ►
Term of hedge ►
If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ► ❑
If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box ........ ► ❑
If the issuer has established written procedures to monitor the requirements of section 148, check box ..... ► ❑
If some portion of the proceeds was used to reimburse expenditures, check here ►❑ and enter the amount
of reimbursement . . . . . . . . . . . . . . ►
Enter the date the official intent was adopted ►(MM/DD/YYYI�
Under penalties of pery'ury, I declare that I have examined t d statements, and to the best of my knowledge
SInature and belief, they are true, correct, and complete. I furthe e of the issuer's return information, as necessary to
g process this retum, to the person that I have authori
and /
COIlSe11t �^ o�i� lu Kostelich, Chief Financial Officer
' Si ure of i er's authorized representative Date Type or print name and title
Paid Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN
Cathleen Chang self-employed p02005715
Preparer Firm's name ► Orrick, Herrington & Sutcliffe LLP Firm's EIN ► 94-2952627
Use Only Firm's address ► 609 Main Street, 40th Floor, Houston, Texas 77002 Phone no. 713-658-6772
Form ��-Ci (Rev. 10-2021)
4136-9271-6619