HomeMy WebLinkAboutOrdinance - 2023-O0142 - Electric Light And Power System Revenue Bonds - 11/07/2023MINUTES AND CERTIFICATION PERTAINING TO
PASSAGE OF AN ORDINANCE
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 ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY
OF LUBBOCK, TEXAS, ELECTRIC LIGHT AND POWER
SYSTEM REVENUE BONDS; PROVIDING FOR THE AWARD
OF THE SALE THEREOF IN ACCORDANCE WITH
SPECIFIED PARAMETERS; APPROVING THE OFFICIAL
STATEMENT; APPROVING EXECUTION OF A PURCHASE
CONTRACT; AND ENACTING OTHER PROVISIONS
RELATING THERETO
The Ordinance, a full, true and correct copy of which is attached hereto, was read and
reviewed by the City Council. Thereupon, it was duly moved and seconded that the Ordinance be
passed and adopted.
The Presiding Officer put the motion to a vote of the members of the City Council, and the
Ordinance was passed and adopted by the following vote:
AYES: 7
NOES: 0
ABSTENTIONS: �
4164-8562-4395.1
MINUTES APPROVED AND CERTIFIEI) 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.
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it e eta
' y o Lub ck, Texas
[SEAL]
4164-8�6211395. I
Ordinance No. 2023 — 00142
ORDINANCE
relating to
CITY OF LUBBOCK, TEXAS
ELECTRIC LIGHT AND POWER SYSTEM REVENUE BONDS
Adopted: November 7, 2023
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.01 Definitions .............................................................
Section 1.02 Findings .................................................................
Section 1.03 Table of Contents, Titles and Headings .................
Section 1.04 Interpretation ..........................................................
ARTICLE II
SECURITY FOR THE BONDS
................................. 3
................................. 9
................................. 9
................................. 9
Section 2.01 Pledge of Security .................................................................................... 10
Section 2.02 Limited Obligations ................................................................................. 10
Section 2.03 Security Interest ....................................................................................... 10
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS
Section 3.01
Section 3.02
Section 3.03
Section 3.04
Section 3.05
Section 3.06
Section 3.07
Section 3.08
Section 3.09
Section 3.10
Section 3.11
Section 3.12
Section 4.01
Section 4.02
Section 4.03
Section 4.04
Section 4.05
Section 4.06
Section 4.07
Section 4.08
Authorization........................................................................................... 10
Date, Denomination, Maturities and Interest ........................................... 11
Medium, Method and Place of Payment .................................................. 11
Execution and Registration of Bonds ...................................................... 13
Ownership................................................................................................ 13
Registration, Transfer and Exchange ....................................................... 13
Cancellation............................................................................................. 14
TemporaryBonds .................................................................................... 14
Replacement Bonds ................................................................................. 15
Book-Entry Only System ......................................................................... 16
Successor Securities Depository; Transfer Outside Book-Entry
OnlySystem ............................................................................................. 17
Payments to Cede & Co ........................................................................... 17
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Limitation on Redemption .............................................
Optional Redemption .....................................................
Mandatory Sinking Fund Redemption ...........................
Partial Redemption ........................................................
Notice of Redemption to Owners ..................................
Payment Upon Redemption ...........................................
Effect of Redem tion
........................ 17
........................ 17
........................ 18
........................ 18
........................ 18
........................ 19
p............................................................................... 19
Lapseof Payment .................................................................................... 19
ARTICLE V
PAYING AGENTIREGISTRAR
Section 5.01 Appointment of Paying Agent/Registrar .......
Section 5.02 Qualifications .................................................
Section 5.03 Maintaining Paying Agent/Registrar .............
.................................... 20
.................................... 20
.................................... 20
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TABLE OF CONTENTS
(continued)
Page
Section 5.04 Termination .............................................................................................. 20
Section 5.05 Notice of Change to Owners .................................................................... 20
Section 5.06 Agreement to Perform Duties and Functions .......................................... 20
Section 5.07 Delivery of Records to Successor ............................................................ 21
ARTICLE VI
FORM OF THE BONDS
Section6.01 Form Generally ........................................................................................ 21
Section 6.02 CUSIP Registration ................................................................................. 21
Section6.03 Legal Opinion .......................................................................................... 21
Section 6.04 Statement of Insurance ............................................................................ 22
ARTICLE VII
FUNDS AND ACCOUNTS
Section 7.01
Section 7.02
Section 7.03
Section 7.04
Section 7.05
Section 7.06
Section 7.07
Segregation of RevenueslFund Designations ..............
SystemFund ................................................................
BondFund ...................................................................
Paymentof Bonds ........................................................
Deficiencies in Funds ..................................................
Security of Funds .........................................................
Transfer of Revenues ...................................................
........................ 22
........................ 22
........................ 22
........................ 25
........................ 25
........................ 25
........................ 26
ARTICLE VIII
SALE AND DELIVERY OF BONDS; DEPOSIT OF PROCEEDS
Section 8.01 Sale of Bonds; Official Statement ........................................................... 26
Section 8.02 Control and Delivery of Bonds ................................................................ 28
Section 8.03 Deposit of Proceeds ................................................................................. 28
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01 Additional Bonds ..................................................................................... 28
Section 9.02 Rates and Charges .................................................................................... 29
Section 9.03 Maintenance and Operation; Insurance ................................................... 30
Section 9.04 Records, Accounts, Accounting Reports ................................................. 30
Section 9.05 Further Covenants .................................................................................... 31
Section 9.06 Other Representations and Covenants ..................................................... 31
Section 9.07 Federal Income Tax Exclusion ................................................................ 32
Section 9.08 Disposition of Project .............................................................................. 34
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01 Events of Default ..................................................................................... 34
Section 10.02 Remedies for Default ............................................................................... 35
Section 10.03 Remedies Not Exclusive .......................................................................... 35
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TABLE OF CONTENTS
(continued)
Page
ARTICLE XI
DISCHARGE
Section11.01 Discharge ................................................................................................. 35
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01 Annual Reports ........................................................................................ 35
Section 12.02 Event Notices ........................................................................................... 36
Section 12.03 Identifying Information ........................................................................... 37
Section 12.04 Limitations, Disclaimers and Amendments ............................................. 38
ARTICLE XIII
AMENDMENTS; ATTORNEY GENERAL MODIFICATION
Section 13.01 Amendments ............................................................................................ 39
Section 13.02 Attorney General Modification ................................................................ 40
ARTICLE XIV
REDEMPTION OF REFUNDED OBLIGATIONS; APPROVAL OF ESCROW AGREEMENT;
PURCHASE OF ESCROWED SECURITIES
Section 14.01 Redemption of Refunded Obligations ..................................................... 40
Section 14.02 Escrow Securities ..................................................................................... 40
Section 14.03 Arrangements for Defeasance of Refunded Obligations ......................... 41
Section 14.04 Notice of Redemption .............................................................................. 41
ARTICLE XV
EFFECTIVE IMMEDIATELY
Section I5.01 Effective Immediately ............................................................................. 41
Schedule I— Refunding Candidates I-1
Exhibit A— Description of Annual Disclosure of Financial Information A-1
Exhibit B-� Sale Parameters B-1
Exhibit C— Form of the Bonds C-1
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AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY
OF LUBBOCK, TEXAS, ELECTRIC LIGHT AND POWER
SYSTEM REVENUE BONDS; PROVIDING FOR THE AWARD
OF THE SALE THEREOF 1N ACCORDANCE WITH
SPECIFIED PARAMETERS; APPROVING THE OFFICIAL
STATEMENT; APPROVING EXECUTION OF A PURCHASE
CONTRACT; AND ENACTING OTHER PROVISIONS
RELATING THERETO
WHEREAS, in accordance with the Constitution and laws of the State of Texas,
specifically Chapter 1502, Texas Government Code, as amended ("Chapter 1502"), the City of
Lubbock, Texas (the "City"), has previously issued its electric light and power system revenue
bonds (such outstanding revenue bonds being the "Previously Issued Bonds"), payable from and
secured by a first lien on and pledge of the net revenues of the City's Electric Light and Power
System (the "System");
WHEREAS, in the ordinances authorizing the issuance of the Previously Issued Bonds the
City reserved the right to issue, under certain conditions, additional bonds ("Additional Bonds")
on a parity as to lien and right with the Previously Issued Bonds;
WHEREAS, the conditions precedent to the issuance of Additional Bonds under the
ordinances authorizing the issuance of the Previously Issued Bonds have occurred and are existing,
and the City intends to issue pursuant to this Ordinance its revenue bonds as additional bonds on
a parity with the Previously Issued Bonds;
WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207"),
authorizes the City to issue refunding bonds to refund all or a portion of the obligations described
on Schedule I attached hereto (collectively, the "Refunding Candidates");
WHEREAS, the City Council of the City (the "City Council") hereby finds and determines
that electric light and power system revenue bonds secured by a first lien on and pledge of the Net
Revenues of the System on a parity with the Previously Issued Bonds should be issued for the
purposes of refunding and/or refnancing all or a portion of the Refunding Candidates;
WHEREAS, the City Council has determined that it is in the best interests of the City to
issue the Bonds (hereinafter defned) to refund and refinance all or a portion of the Refunding
Candidates (the "Refunded Obligations") to reduce the annual amount payable in respect of the
extraordinary payments required by the SPS Settlement Agreement (as hereinafter defined) and
thereby reduce the annual impact of such extraordinary payments on the System and its customers;
WHEREAS, the City Council has determined that the manner in which the refunding and
refinancing of the Refunded Obligations is being executed makes it impractical to make the
determination required by Section 1207.008(a)(2), Texas Government Code, as amended;
WHEREAS, the City Council hereby finds and determines that electric light and power
system revenue refunding bonds secured by a first lien on and pledge of the Net Revenues of the
System on a parity with the Previously Issued Bonds should be issued for the purposes summarized
in the foregoing recitals;
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WHEREAS, the revenue bonds hereinafter authorized are to be issued and delivered
pursuant to Chapter 1207 and Chapter 1502 and in accordance with the general laws of the State
of Texas;
WHEREAS, the City is a home-rule municipality that: (i) adopted its charter under Section
5, Article XI, Texas Constitution; (ii) has a population of 50,000 or more; and (iii) has outstanding
long-term indebtedness that is rated by a nationally recognized rating agency for municipal
securities in one of the four highest rating categories for a long-term obligation, and therefore the
City qualifies as an "Issuer" under Section 1371.001(4)(A), Texas Government Code, as amended;
WHEREAS, the City Council desires to delegate, pursuant to Chapter 1207 and Chapter
1371, Texas Government Code, as amended ("Chapter 1371"), and the parameters of this
Ordinance, to the Authorized Officer, the authority to approve the terms of the bonds authorized
hereby and to otherwise take such actions as are necessary and appropriate to effect the sale of
such bonds; and
WHEREAS, the meeting at which this Ordinance is considered is open to the public as
required by law, and public notice of the time, place and purpose of said meeting was given as
required by Chapter 551, Texas Government Code, as amended; therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.01 Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in this
Ordinance, the following terms shall have the meanings specified below:
"Additional Bonds" means the additional parity obligations the City reserves the right to
issue in accordance with the terms and conditions prescribed in Section 9.01 hereof.
"Authorized Officer" means each of the Mayor, the City Manager, and the Chief Financial
Officer, acting individually.
"Average Annual Debt Service" means that amount which, at the time of computation, is
derived by dividing the total amount of Debt Service to be paid over a period of years as the same
is scheduled to become due and payable by the number of years taken into account in determining
the total Debt Service. Capitalized interest payments provided from bond proceeds shall be
excluded in making the aforementioned computation.
"Bond" means any of the Bonds.
"Bond Date" means the date designated as the initial date of the Bonds by Section 3.02(a)
of this Ordinance.
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4142-77�9-90�03
"Bond Purchase Contract" means any bond purchase contract approved in Section 8.01(b)
of this Ordinance.
"Bonds" means the City's bonds authorized to be issued by Section 3.01 of this Ordinance.
"Bonds Similarly Secured" means the Previously Issued Bonds, the Bonds and Additional
Bonds, if any.
"Business Day" means any day other than a Saturday, Sunday or legal holiday or other day
on which banking institutions in the city where the Designated PaymentlTransfer Office of the
Paying AgentlRegistrar is located are required or authorized by law or executive order to close.
"Chief Financial Officer" means the Chief Financial Officer of the City or such other City
employee who has assumed the duties of the Chief Financial Officer.
"City" means the City of Lubbock, Texas.
"Closing Date" means the date of the initial delivery of and payment for the Bonds.
"Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any,
enacted on or before the Issue Date.
"Computation Date" has the meaning stated in Section 1.148-1(b) of the Regulations.
"Credit Facility" means any agreement of the City entered into with a financial institution
in connection with and for the purpose of (i) enhancing or supporting the creditworthiness of (A) a
series of Bonds Similarly Secured or (B) all of the Bonds Similarly Secured, (ii) providing a surety
policy in order to fund all or a portion of the Required Reserve for the Bonds Similarly Secured,
or (iii) providing liquidity with respect to a series of Bonds Similarly Secured which by their terms
are subject to tender for purchase, and which, by its terms, creates a liability on the part of the City
on a parity with the Bonds Similarly Secured; provided that, on the date any such credit facility is
issued, any rating agency having an outstanding rating on the Bonds Similarly Secured would not
lower the rating on the Bonds Similarly Secured as confirmed in writing by such rating agency. A
determination by the City contained in the ordinance authorizing the issuance of Bonds Similarly
Secured and/or authorizing the execution and delivery of a Credit Facility that such agreement
constitutes a Credit Facility under this definition shall be conclusive as against all Owners.
"Debt Service" means, as of any particular date of computation, with respect to any series
of obligations and with respect to any period, the aggregate of the amounts to be paid or set aside
by the City as of such date or in such period for the payment of the principal of, premium, if any,
and interest (to the extent not capitalized) on such obligations; assuming in the case of obligations
required to be redeemed or prepaid as to principal prior to maturity, the principal amounts thereof
will be redeemed prior to maturity in accordance with the mandatory redemption provisions
applicable thereto.
``Designated Payment/Transfer Office" means the Designated PaymentlTransfer Office, as
designated in the Paying Agent/Registrar Agreement, or such other location designated by the
Paying AgentlRegistrar.
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"DTC" means The Depository Trust Company of New York, New York, or any successor
securities depository.
"DTC Participant" means brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions.
"EMMA" means the Electronic Municipal Market Access System.
"Escrow Agent" means the place of payment for the Refunded Obligations or the trust
company or commercial bank identified in the Escrow Agreement and its successors in such
capacity.
"Escrow Agreement" means an Escrow Agreement, if any, between the City and the
Escrow Agent pertaining to the defeasance of the Refunded Obligations, as described in Section
14.03 of this Ordinance.
"Escrow Fund" means the fund established in the Escrow Agreement for the redemption
and/or defeasance of the Refunded Obligations.
"Escrow Securities" if applicable, has the meaning assigned in the Escrow Agreement.
"Event of Default" means any event of default as defned in Section 10.01 of this
Ordinance.
"FERC" means the Federal Energy Regulatory Commission or the successor thereto.
"Financial Obligation" means a(a) debt obligation; (b) derivative instrument entered into
in connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that
"Financial Obligation" shall not include municipal securities (as defined in the Securities
Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule)
has been provided to the MSRB consistent with the Rule.
"Fiscal Year" means the twelve (12) month accounting period used by the City in
connection with the operations of the System which may be any twelve (12) consecutive month
period established by the City.
"Fund" means any of the funds, accounts or a portion of a fund or account, confirmed
and/or established pursuant to Article VII hereof.
"Gross Proceeds" has the meaning stated in Section 1.148-1(b) of the Regulations.
"Initial Bond" means the initial bond or bonds authorized by Section 3.04 of this
Ordinance.
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"Interest Payment Date" means the date or dates on which interest on the Bonds is
scheduled to be paid until their respective dates of maturity or prior redemption, as set forth in the
Pricing Certificate.
"Investment" has the meaning stated in Section 1.148-1(b) of the Regulations.
"Issue Date" for each series of Bonds or other obligations of the City is the respective date
on which such series of Bonds or other obligations of the City is delivered against payment
therefor.
"Lump Sum Payment" has the meaning assigned in the SPS Settlement Agreement.
"MSRB" means the Municipal Securities Rulemaking Board.
"Net Revenues" means the gross revenues of the System less expenses of operation and
maintenance. Such expenses of operation and maintenance shall not include depreciation charges
or amounts or Funds pledged for the Bonds Similarly Secured, but shall include all salaries, labor,
materials, repairs, and extensions necessary to render services; provided, however, that in
determining "Net Revenues," only such repairs and extensions as in the judgment of the City
Council, reasonably and fairly exercised, are necessary to keep the System in operation and render
adequate service to the City and inhabitants thereof, or such as might be necessary to meet some
physical accident or condition which otherwise would impair the security of the Bonds Similarly
Secured, shall be deducted.
"Net Sale Proceeds" has the meaning stated in Section 1.148-1(b) of the Regulations.
"Nonpurpose Investment" has the meaning stated in Section 1.148-1(b) of the Regulations.
"Official Statement" means a document described in Section 8.01(c) prepared for
dissemination to potential investors in connection with the public offering and sale of Bonds.
"Outstanding" when used in this Ordinance with respect to Bonds Similarly Secured,
means, as of the date of determination, all Bonds Similarly Secured theretofore sold, issued, and
delivered by the City, except:
(1) those Bonds Similarly Secured cancelled or delivered to the transfer agent
or registrar for cancellation in connection with the exchange or transfer of such obligations;
(2) those Bonds Similarly Secured paid or deemed to be paid in accordance
with the provisions of Section 11.01 of this Ordinance; and
(3) those Bonds Similarly Secured that have been mutilated, destroyed, lost, or
stolen and replacement bonds have been registered and delivered in lieu thereof.
"Owner" means, when used with respect to Bonds, the person who is the registered owner
of a Bond or Bonds, as shown in the Register. When used with respect to Bonds Similarly Secured,
such term means the person who is the registered owner of a Bond Similarly Secured or Bonds
Similarly Secured, as shown in the register for the applicable series of Bonds Similarly Secured.
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"Paying Agent/Registrar" means the bank or trust company identified in the Paying
Agent/Registrar Agreement referred to in Section 5.01 of this Ordinance, or any successor thereto
as provided in this Ordinance.
"Preliminary Offcial Statement" means a document described in Section 8.01(c) prepared
for dissemination to potential investors prior to the availability of the final Official Statement.
"Previously Issued Bonds" means the City's Outstanding and unpaid revenue bonds
payable from and secured by a first lien on and pledge of the Net Revenues of the System.
"Pricing Certifcate" means a certificate or certifcates signed by an Authorized Officer
establishing the terms and features of each series of Bonds in accordance with Section 8.01 hereof.
"Proceeds" has the meaning stated in Section 1.148-1(b) of the Regulations.
"PUCT" means the Public Utility Commission of Texas or the successor thereto.
"Rebate Amount" has the meaning stated in Section 1.148-3 of the Regulations.
"Record Date" means the date specified in the Pricing Certificate.
"Refunded Obligations" means the Refunding Candidates designated as Refunded
Obligations in a Pricing Certificate.
"Refunding Candidates" means the obligations described in Schedule I attached hereto.
"Register" means the Register specified in Section 3.06(a) of this Ordinance.
"Regulations" means the final or temporary Income Tax Regulations applicable to the
Bonds issued pursuant to Sections 141 through 150 of the Code. Any reference to a section of the
Regulations shall also refer to any successor provision to such section hereafter promulgated by
the Internal Revenue Service pursuant to Sections 141 through 150 of the Code and applicable to
the Bonds.
"Representation Letter" means the Blanket Letter of Representations between the City and
DTC.
"Representative" means the representative for the Underwriters named in the Bond
Purchase Contract.
"Reserve Fund Obligations" means cash or investment securities of any of the type or types
permitted under Section 7.06 of this Ordinance.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Special Payment Date" means the Special Payment Date prescribed by Section 3.03(b).
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"Special Record Date" means the Special Record Date prescribed by Section 3.03(b).
"SPS Settlement Agreement" means that certain Settlement Agreement entered into
between the City, acting by and through Lubbock Power & Light (the City's Electric Light and
Power System), and Southwestern Public Service Company, dated on or about May 27, 2021, as
same may be amended from time to time.
"System" means all properties, real, personal, mixed or otherwise, now owned or hereafter
acquired by the City through purchase, construction or otherwise, and used in connection with the
City's Electric Light and Power System and in anywise pertaining thereto, whether situated within
or without the limits of the City.
"System Board" means the Electric Utility Board of the City, and any successor thereto.
"System Governance Ordinance" means the ordinance(s), as amended or otherwise
modified from time to time, under which the City Council has transferred management and control
of the System to the System Board.
"Tax-Exempt Bonds" means Bonds, the interest on which the City intends to be excludable
from gross income from federal income tax, as determined and set forth in the Pricing Certificate
therefor.
"Taxable Bonds" means Bonds the interest on which the City does not intend to be
excludable from gross income for federal income tax purposes, as determined and set forth in the
Pricing Certificate therefor.
"Term Bonds" has the meaning set forth in Section 4.03 hereof.
"Unclaimed Payments" mean money deposited with the Paying AgendRegistrar for the
payment of principal of, premium, if any, or interest on the Bonds as the same come due and
payable and remaining unclaimed by the Owners of such Bonds after the applicable payment or
redemption date.
"Underwriters" mean the entities named as underwriters in the Bond Purchase Contract.
"Yield ofl'
(1) any Investment shall be computed in accordance with Section 1.148-5 of the
Regulations, and
(2) the Bonds shall be computed in accordance with Section 1.148-4 of the
Regulations.
Section 1.02 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.
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Section 1.03 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 1.04 Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural number
and vice versa.
(b) Any action required to be taken on a date which is not a Business Day shall be done
on the next succeeding Business Day and have the same effect as if done on the date so required.
(c) Any duty, responsibility, privilege, power, or authority conferred by this Ordinance
upon an officer shall extend to an individual who occupies such office in an interim, acting or
provisional capacity.
(d) This Ordinance and all the terms and provisions hereof shall be liberally construed
to effectuate the purposes set forth herein.
ARTICLE II
SECURITY FOR THE BONDS
Section 2.01 Pled�e of Security.
The City hereby covenants and agrees that all of the Net Revenues derived from the
operation of the System, with the exception of those in excess of the amounts required to establish
and maintain the special Funds created for the payment and security of the Bonds Similarly
Secured, are hereby irrevocably pledged for the payment of the Previously Issued Bonds, the
Bonds and Additional Bonds, if issued, and the interest thereon, and it is hereby ordained that the
Previously Issued Bonds, the Bonds and Additional Bonds, if issued, and the interest thereon, shall
constitute a first lien on the Net Revenues of the System and be valid and binding without any
physical delivery thereof or further act by the City as provided in Chapter 1208, Texas Government
Code, as amended.
Section 2.02 Limited Obli ations.
The Bonds, together with the Previously Issued Bonds and any Additional Bonds, are
special obligations of the City, payable solely from the pledged Net Revenues, and do not
constitute a prohibited indebtedness of the City. Neither the Bonds nor any Additional Bonds shall
ever be payable out of funds raised or to be raised by taxation.
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4142-7759-9050 3
Section 2.03 Securitv Interest.
The City represents that, under Chapter 1208, Texas Government Code, as amended
("Chapter 1208"), a security interest in the Net Revenues pledged to the payment of the Bonds that
is created by the City is valid and effective according to the terms of the security agreement and is
perfected from the time the security agreement is entered into or adopted continuously through the
termination of the security interest, without physical delivery or transfer of control of the property,
filing of a document, or another act. The City covenants that, if Chapter 1208 is amended at any
time while the Bonds are outstanding and unpaid, the City shall take all actions required in order
to preserve for the Owners of the Bonds a perfected security interest in the property in which such
security interest is granted pursuant to Section 2.01 hereof.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section 3.01 Authorization.
(a) The City's electric light and power system revenue bonds are hereby authorized to
be issued and delivered in accordance with the Constitution and laws of the State of Texas,
including specifically Chapter 1207, Chapter 1371, Chapter 1502, and Article VIII of the Charter
of the City. The Bonds shall be issued in one or more series, from time to time, on the dates, in
the principal amount, and bearing the title or designation set forth in the Pricing Certificate
therefor. As determined by an Authorized Officer, the Bonds may be issued as Tax-Exempt Bonds
andlor Taxable Bonds.
(b) The Bonds may be issued for the following purposes: (i) refunding and refinancing
the Refunded Obligations, (ii) funding the reserve fund requirement for the Bonds, and (iii) paying
the costs of issuing the Bonds and refunding the Refunded Obligations. The aggregate principal
amount of Bonds issued pursuant to this Ordinance shall not exceed $80,000,000. For the
avoidance of doubt, premium generated on the sale of the Bonds to the Underwriters shall not be
considered for purposes of such limitation.
Section 3.02 Date. Denomination. Maturities. and Interest.
(a) The Bonds shall be dated the date set forth in the Pricing Certificate. The Bonds
shall be issued in fully registered form, without coupons, in the denomination of $5,000 or any
integral multiple thereof and shall be numbered separately from one upward or such other
designation acceptable to the City and the Paying Agent/Registrar, except the Initial Bond, which
shall be numbered T-1, or in such other manner provided in the Pricing Certifcate.
(b) The Bonds shall mature on the date or dates, in the years and in the principal
amounts set forth in the Pricing Certificate; provided, that the maximum maturity for the Bonds
shall not exceed the number of years set forth in Exhibit B.
(c) Interest shall accrue and be paid on each Bond respectively until its maturity or
prior redemption, from the later of the date set forth in the Pricing Certificate or the most recent
Interest Payment Date to which interest has been paid or provided for at the rates per annum for
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each respective maturity specified in the Pricing Certificate. Such interest shall be payable on each
Interest Payment Date until maturity or prior redemption. Interest on the Bonds shall be calculated
on the basis of a three hundred sixty (360) day year composed of twelve (12) months of thirty
(30) days each, or on such other basis as set forth in the Pricing Certifcate.
Section 3.03 Medium, Method and Place of Pavment.
(a) The principal of, premium, if any, and interest on the Bonds shall be paid in lawful
money of the United States of America.
(b) Interest on the Bonds shall be payable to each Owner as shown in the Register at
the close of business on the Record Date; provided, however, in the event of nonpayment of interest
on a scheduled Interest Payment Date and for 30 days thereafter, a new record date for such interest
payment (a "Special Record Date") shall be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (the "Special Payment
Date," which shall be 15 days after the Special Record Date) shall be sent at least five Business
Days prior to the Special Record Date by first-class United States mail, postage prepaid, to the
address of each Owner of a Bond appearing on the Register at the close of business on the last
Business Day next preceding the date of mailing of such notice.
(c) Interest shall be paid by check, dated as of the Interest Payment Date, and sent by
the Paying AgentlRegistrar to each Owner by United States mail, first class postage prepaid, to the
address of each Owner as it appears in the Register, or by such other customary banking
arrangement acceptable to the Paying AgentlRegistrar and the Owner; provided, however, the
Owner shall bear all risk and expense of such other banking arrangement. At the option of an
Owner of at least $1,000,000 principal amount of the Bonds, interest may be paid by wire transfer
to the bank account of such Owner on file with the Paying Agent/Registrar.
(d) The principal of each Bond shall be paid to the Owner thereof on the due date
(whether at the maturity date or the date of prior redemption thereo fl upon presentation and
surrender of such Bond at the Designated PaymentlTransfer Office.
(e) If the date for the payment of the principal of, premium, if any, or interest on the
Bonds is not a Business Day, then the date for such payment shall be the next succeeding day that
is a Business Day, and payment on such date shall have the same force and effect as if made on
the original date payment was due and no additional interest shall be due by reason of nonpayment
on the date on which such payment is otherwise stated to be due and payable.
( fl Unclaimed Payments shall be segregated in a special escrow account and held in
trust, uninvested by the Paying AgentlRegistrar, for the accounts of the Owners of the Bonds to
which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code, Unclaimed
Payments remaining unclaimed by the Owners entitled thereto for three years after the applicable
payment or redemption date shall be applied to the next payment or payments on the Bonds
thereafter coming due and, to the extent any such money remains three (3) years after the
retirement of all outstanding Bonds, shall be paid to the City to be used for any lawful purpose.
Thereafter, neither the City, the Paying AgentlRegistrar nor any other person shall be liable or
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responsible to any owners of such Bonds for any further payment of such unclaimed monies or on
account of any such Bonds, subject to Title 6 of the Texas Property Code.
Section 3.04 Execution and Re�istration of Bonds.
(a) The Bonds shall be executed on behalf of the City by the Mayor and the City
Secretary, by their manual or facsimile signatures, and the official seal of the City shall be
impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the
same effect as if each of the Bonds had been signed manually and in person by each of said officers,
and such facsimile seal on the Bonds shall have the same effect as if the official seal of the City
had been manually impressed upon each of the Bonds.
(b) In the event that any officer of the City whose manual or facsimile signature appears
on the Bonds ceases to be such officer before the authentication of such Bonds or before the
delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for
all purposes as if such officer had remained in such office.
(c) Except as provided below, no Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Ordinance unless and until there appears thereon the
Certificate of Paying AgentlRegistrar substantially in the form provided in the form of bond
attached hereto as Exhibit C, duly authenticated by execution by an officer or duly authorized
signatory of the Paying AgentlRegistrar. It shall not be required that the same officer or authorized
signatory of the Paying AgentlRegistrar sign the Certificate of Paying AgentlRegistrar on all of
the Bonds. In lieu of the executed Certificate of Paying AgentlRegistrar described above, the
Initial Bond delivered at the Closing Date shall have attached thereto the Comptroller's
Registration Certificate substantially in the form provided in the form of bond attached hereto as
Exhibit C, executed by the Comptroller of Public Accounts of the State of Texas, or by his duly
authorized agent, which Certificate shall be evidence that the Bond has been duly approved by the
Attorney General of the State of Texas, that it is a valid and binding obligation of the City and that
it has been registered by the Comptroller of Public Accounts of the State of Texas.
(d) On the Closing Date, one Initial Bond of each series reflecting the terms set forth
in the Pricing Certificate and representing the entire principal amount of all Bonds of such series,
payable in stated installments to the Representative, or its designee, executed by the Mayor and
City Secretary of the City by their manual or facsimile signatures, approved by the Attorney
General, and registered and signed by the Comptroller of Public Accounts, will be delivered to the
Representative or its designee. Upon payment for the Initial Bond, the Paying AgentlRegistrar
shall cancel the Initial Bond and deliver a single registered, definitive Bond for each maturity, in
the aggregate principal amount thereof, to DTC on behalf of the Underwriters.
Section 3.05 Ownershin.
(a) The City, the Paying Agent/Registrar and any other person may treat the person in
whose name any Bond is registered as the absolute owner of such Bond for the purpose of making
and receiving payment as provided herein (except interest shall be paid to the person in whose
name such Bond is registered on the Record Date or Special Record Date, as applicable), and for
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all other purposes, whether or not such Bond is overdue, and neither the City nor the Paying
AgentlRegistrar shall be bound by any notice or knowledge to the contrary.
(b) All payments made to the Owner of a Bond shall be valid and effectual and shall
discharge the liability of the City and the Paying AgentlRegistrar upon such Bond to the extent of
the sums paid.
Section 3.06 Re�istration, Transfer and Exchan�.
(a) So long as any Bonds remain outstanding, the City shall cause the Paying
AgentlRegistrar to keep at the Designated Payment/Transfer Office a register (the "`Register") in
which, subject to such reasonable regulations as it may prescribe, the Paying AgentlRegistrar shall
provide for the registration and transfer of Bonds in accordance with this Ordinance.
(b) The ownership of a Bond may be transferred only upon the presentation and
surrender of the Bond at the Designated Payment/Transfer Office of the Paying AgentlRegistrar
with such endorsement or other evidence of transfer as is acceptable to the Paying AgentlRegistrar.
No transfer of any Bond shall be effective until entered in the Register.
(c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the
Designated PaymentlTransfer Office of the Paying AgenURegistrar for a Bond or Bonds of the
same series, maturity, and interest rate and in any denomination or denominations of any integral
multiple of $5,000 and in an aggregate principal amount equal to the unpaid principal amount of
the Bonds presented for exchange. The Paying AgentlRegistrar is hereby authorized to
authenticate and deliver Bonds exchanged for other Bonds in accordance with this Section.
(d) Each exchange Bond delivered by the Paying AgentlRegistrar in accordance with
this Section shall constitute an original contractual obligation of the City and shall be entitled to
the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which
such exchange Bond is delivered.
(e) No service charge shall be made to the Owner for the initial registration, subsequent
transfer, or exchange for any different denomination of any of the Bonds. The Paying
Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other
governmental charge that is authorized to be imposed in connection with the registration, transfer
or exchange of a Bond.
( fl Neither the City nor the Paying AgentlRegistrar shall be required to issue, transfer,
or exchange any Bond called for redemption, in whole or in part, where such redemption is
scheduled to occur within forty-five (45) calendar days after the transfer or exchange date;
provided, however, such limitation shall not be applicable to an exchange by the Owner of the
uncalled principal balance of a Bond.
Section 3.07 Cancellation.
All Bonds paid or redeemed before scheduled maturity in accordance with this Ordinance,
and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and
delivered in accordance with this Ordinance, shall be cancelled and proper records shall be made
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regarding such payment, redemption, exchange, or replacement. The Paying Agent/Registrar shall
then return such cancelled Bonds to the City or may in accordance with law destroy such cancelled
Bonds and periodically furnish the City with certificates of destruction of such Bonds.
Section 3.08 Temporary Bonds.
(a) Following the delivery and registration of the Initial Bond and pending the
preparation of definitive Bonds, the proper officers of the City may execute and, upon the City's
request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds
that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered,
without coupons, and with such appropriate insertions, omissions, substitutions and other
variations as the officers of the City executing such temporary Bonds may determine, as evidenced
by their signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall
be entitled to the benefit and security of this Ordinance.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Paying AgenURegistrar the Bonds in definitive form; thereupon, upon the presentation and
surrender of the Bonds in temporary form to the Paying Agent/Registrar, the Paying
AgentlRegistrar shall cancel the Bonds in temporary form and shall authenticate and deliver in
exchange therefor Bonds of the same maturity and series, in defnitive form, in the authorized
denomination, and in the same aggregate principal amount, as the Bonds in temporary form
surrendered. Such exchange shall be made without the making of any charge therefor to any
Owner.
Section 3.09 Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond, the Paying AgentlRegistrar shall authenticate and deliver in exchange therefor a
replacement Bond of the same series and of like tenor and principal amount, bearing a number not
contemporaneously outstanding. The City or the Paying Agent/Registrar may require the Owner
of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is
authorized to be imposed in connection therewith and any other expenses connected therewith.
(b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the
Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence
of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Bond of the same series and of like tenor and principal
amount, bearing a number not contemporaneously outstanding, provided that the Owner first:
(1) furnishes to the Paying AgentlRegistrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Bond;
(2) furnishes such security or indemnity as may be required by the Paying
AgentlRegistrar to save it and the City harmless;
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(3) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or
other governmental charge that is authorized to be imposed; and
(4) satisfies any other reasonable requirements imposed by the City and the
Paying AgentlRegistrar.
(c) If, after the delivery of such replacement Bond, a bona fide purchaser of the original
Bond in lieu of which such replacement Bond was issued presents for payment such original Bond,
the City and the Paying AgentlRegistrar shall be entitled to recover such replacement Bond from
the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser,
and shall be entitled to recover upon the security or indemnity provided therefor to the extent of
any loss, damage, cost or expense incurred by the City or the Paying AgentlRegistrar in connection
therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken
Bond has become or is about to become due and payable, the Paying AgentlRegistrar, in its
discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and
payable or may pay such Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute
an original additional contractual obligation of the City and shall be entitled to the benefits and
security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such
replacement Bond is delivered.
Section 3.10 Book-Entr�y System.
(a) Notwithstanding any other provision hereof, upon initial issuance of the Bonds, the
ownership of the Bonds shall be registered in the name of Cede & Co., as nominee of DTC. The
definitive Bonds shall be initially issued in the form of a single separate fully registered certificate
for each of the maturities thereof.
(b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC,
the City and the Paying AgentlRegistrar shall have no responsibility or obligation to any DTC
Participant or to any person on behalf of whom such a DTC Participant holds an interest in the
Bonds. Without limiting the immediately preceding sentence, the City and the Paying
AgentlRegistrar shall have no responsibility or obligation with respect to (i) the accuracy of the
records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the
Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown
on the Register, of any notice with respect to the Bonds, including any notice of redemption, or
(iii) the payment to any DTC Participant or any other person, other than a Bondholder, as shown
in the Register of any amount with respect to principal of, premium, if any, or interest on the
Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the City and the
Paying AgentlRegistrar shall be entitled to treat and consider the person in whose name each Bond
is registered in the Register as the absolute owner of such Bond for the purpose of payment of
principal of, premium, if any, and interest on such Bonds, for the purpose of giving notices of
redemption and other matters with respect to such Bond, for the purpose of registering transfer
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with respect to such Bond, and for all other purposes whatsoever. The Paying AgentlRegistrar
shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of
the respective owners, as shown in the Register as provided in this Ordinance, or their respective
attorneys duly authorized in writing, and all such payments shall be valid and effective to fully
satisfy and discharge the City's obligations with respect to payment of principal of, premium, if
any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an
Owner, as shown in the Register, shall receive a certificate evidencing the obligation of the City
to make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., the word "Cede & Co." in this Ordinance shall refer to such new
nominee of DTC.
(c) The Representation Letter previously executed and delivered by the City, and
applicable to the City's obligations delivered in book-entry only form to DTC as securities
depository, is hereby ratified and approved for the Bonds.
Section 3.11 Successor Securities Depositorv; Transfer Outside Book-Entry Only
S s� tem•
In the event that the City or the Paying AgentlRegistrar determines that DTC is incapable
of discharging its responsibilities described herein and in the Representation Letter of the City to
DTC, or in the event DTC discontinues the services described herein, the City or the Paying
AgentlRegistrar shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or more
separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of
the availability through DTC of Bonds and transfer one or more separate Bonds to DTC
Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer
be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC,
but may be registered in the name of the successor securities depository, or its nominee, or in
whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance
with the provisions of this Ordinance.
Section 3.12 Payments to Cede & Co.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to
principal of, premium, if any, and interest on such Bonds, and all notices with respect to such
Bonds, shall be made and given, respectively, in the manner provided in the Representation Letter.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01 Limitation on Redemption.
The Bonds shall be subject to redemption before scheduled maturity only as provided in
this Article IV and in the Pricing Certificate.
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Section 4.02 Optional Redemption.
(a) The City reserves the option to redeem Bonds in the manner provided in the Form
of Bond attached hereto as Exhibit C, with such changes as are required by the Pricing Certificate.
(b) If less than all of the Bonds are to be redeemed pursuant to an optional redemption,
the City shall determine the maturity or maturities and the amounts thereof to be redeemed and
shall direct the Paying Agent/Registrar to call by lot, or by any other customary method that results
in a random selection, the Bonds, or portions thereof, within such maturity or maturities and in
such principal amounts for redemption.
(c) The City, before the redemption date, shall notify the Paying AgentlRegistrar of
such redemption date and of the principal amount of Bonds to be redeemed.
Section 4.03 Mandatory Sinkin� Fund Redemption.
Bonds designated as "Term Bonds," if any, in the Pricing Certificate are subject to
scheduled mandatory redemption and will be redeemed by the City, out of moneys available for
such purpose in the Interest and Sinking Fund, in the manner provided in the Form of Bond
attached hereto as Exhibit C, with such changes as are required by the Pricing Certificate. Term
Bonds shall be subject to mandatory redemption at the price, on the dates, and in the respective
principal amounts set forth in the Pricing Certificate.
Section 4.04 Partial Redemption.
(a) A portion of a single Bond of a denomination greater than $5,000 may be redeemed,
but only in a principal amount equal to $5,000 or any integral multiple thereof. If such a Bond is
to be partially redeemed, the Paying AgentlRegistrar shall treat each $5,000 portion of the Bond
as though it were a single Bond for purposes of selection for redemption.
(b) Upon surrender of any Bond for redemption in part, the Paying AgentlRegistrar, in
accordance with Section 3.06 of this Ordinance, shall authenticate and deliver an exchange Bond
or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so
surrendered, such exchange being without charge.
(c) The Paying AgentlRegistrar shall promptly notify the City in writing of the
principal amount to be redeemed of any Bond as to which only a portion thereof is to be redeemed.
Section 4.05 Notice of Redemption to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by
sending notice by United States mail, first class postage prepaid, not less than thirty (30) days
before the date fixed for redemption, to the Owner of each Bond (or part 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.
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(b) The notice shall state the redemption date, the redemption price, the place at which
the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be
redeemed, an identification of the Bonds or portions thereof to be redeemed.
(c) The City reserves the right to give notice of its election or direction to redeem
Bonds under Section 4.02 conditioned upon the occurrence of subsequent events. Such notice may
state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities,
in an amount equal to the amount necessary to effect the redemption, with the Paying
AgentlRegistrar, or such other entity as may be authorized by law, no later than the redemption
date or (ii) that the City retains the right to rescind such notice at any time prior to the scheduled
redemption date if the City delivers a certificate of the City to the Paying AgentlRegistrar
instructing the Paying AgentlRegistrar 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 Paying Agent/Registrar shall give prompt notice of any such
rescission of a conditional notice of redemption to the affected Owners. Any Bonds subject to
conditional redemption where redemption has been rescinded shall remain Outstanding, and the
rescission shall not constitute an event of default. Further, in the case of a conditional redemption,
the failure of the City to make moneys andlor authorized securities available in part or in whole
on or before the redemption date shall not constitute an event of default.
(d) Any notice given as provided in this Section shall be conclusively presumed to have
been duly given, whether or not the Owner receives such notice.
Section 4.06 Payment Upon Redemption.
(a) Before or on each redemption date, the City shall deposit with the Paying
AgentlRegistrar money sufficient to pay all amounts due on the redemption date and the Paying
AgentlRegistrar shall make provision for the payment of the Bonds to be redeemed on such date
by setting aside and holding in trust such amounts as are received by the Paying AgentlRegistrar
from the City and shall use such funds solely for the purpose of paying the principal of and accrued
interest on the Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called for redemption at the
Designated PaymentlTransfer Office on or after the date fixed for redemption, the Paying
AgentlRegistrar shall pay the principal of and accrued interest on such Bond to the date of
redemption from the money set aside for such purpose.
Section 4.07 Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.05 of this
Ordinance and subject to any conditions or rights reserved by the City under Section 4.05(c), the
Bonds or portions thereof called for redemption shall become due and payable on the date fixed
for redemption and, unless the City defaults in its obligation to make provision for the payment of
the principal thereof, or accrued interest thereon, such Bonds or portions thereof shall cease to bear
interest from and after the date fixed for redemption, whether or not such Bonds are presented and
surrendered for payment on such date.
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4142-77�9-90�0 3
(b) If the City shall fail to make provision for payment of all sums due on a redemption
date, then any Bond or portion thereof called for redemption shall remain Outstanding and continue
to bear interest at the rate stated on the Bond until due provision is made for the payment of same
by the City.
Section 4.08 Lapse of Pavment.
Money set aside for the redemption of Bonds and remaining unclaimed by the Owners of
such Bonds shall be subject to the provisions of Section 3.03(� hereof.
ARTICLE V
PAYING AGENTIREGISTRAR
Section 5.01 Appointment of Pavin�A ent�IRe istrar.
The form of Paying AgentlRegistrar Agreement presented at the meeting at which this
Ordinance was approved and the appointment of the Paying AgentlRegistrar identified therein are
hereby approved.
The Mayor is hereby authorized and directed to execute the Paying AgentlRegistrar
Agreement with the Paying Agent/Registrar, specifying the duties and responsibilities of the City
and the Paying Agent/Registrar, in substantially the form presented at the meeting at which this
Ordinance was approved with such changes as may be approved by an Authorized Officer. The
signature of the Mayor shall be attested by the City Secretary.
Section 5.02 Qualifications.
Each Paying Agent/Registrar shall be a commercial bank, a trust company organized under
the laws of the State of Texas, or any other entity duly qualified and legally authorized to serve as
and perform the duties and services of paying agent and registrar for the Bonds.
Section 5.03 Maintainin�Pavin�A ent�IRe istrar.
(a) At all times while any Bonds are Outstanding, the City will maintain a Paying
AgentlRegistrar that is qualified under Section 5.02 of this Ordinance.
(b) If the Paying AgentlRegistrar resigns or otherwise ceases to serve as such, the City
will promptly appoint a replacement.
Section 5.04 Termination.
The City, upon not less than sixty (60) days' notice, reserves the right to terminate the
appointment of any Paying AgendRegistrar by delivering to the entity whose appointment is to be
terminated written notice of such termination.
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Section 5.05 Notice of Chan�e to Owners.
Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will
cause notice of the change to be sent to each Owner by United States mail, first class postage
prepaid, at the address in the Register thereof, stating the effective date of the change and the name
and mailing address of the replacement Paying AgentlRegistrar.
Section 5.06 Agreement to Perform Duties and Functions.
By accepting the appointment as Paying Agent/Registrar and executing the Paying
AgentlRegistrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the provisions
of this Ordinance and that it will perform the duties and functions of Paying AgentlRegistrar
prescribed thereby.
Section 5.07 Delivery of Records to Successor.
If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the
appointment of the successor, will deliver the Register (or a copy thereo� and all other pertinent
books and records relating to the Bonds to the successor Paying Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.01 Form Generallv.
(a) The Bonds, including the Registration Certificate of the Comptroller of Public
Accounts of the State of Texas, the Certificate of the Paying Agent/Registrar, and the Assignment
form to appear on each of the Bonds, (i) shall be generally in the form set forth in Exhibit C hereto.
with such appropriate insertions, omissions, substitutions, and other variations as are permitted or
required by this Ordinance and the Pricing Certificate, and (ii) may have such letters, numbers, or
other marks of identification (including identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the American Bankers Association) and such
legends and endorsements (including any reproduction of an opinion of counsel) thereon as,
consistently herewith, may be determined by the City or by the officers executing such Bonds, as
evidenced by their execution thereof.
(b) Any portion of the text of any Bonds may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds shall be typewritten, photocopied, printed, lithographed, or
engraved, and may be produced by any combination of these methods or produced in any other
similar manner, all as determined by the officers executing such Bonds, as evidenced by their
execution thereof.
(d) The Initial Bond submitted to the Attorney General of the State of Texas may be
typewritten and photocopied or otherwise reproduced.
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a iaz-»s9-9oso 3
Section 6.02 CUSIP Re�istration.
The City or the Representative may secure identifcation numbers through CUSIP Global
Services or otherwise and may authorize the printing of such numbers on the face of the Bonds. It
is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall
be of no significance or effect as regards the legality thereof and neither the City nor the attorneys
approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly
printed on the Bonds.
Section 6.03 Le a� 1 Opinion.
The approving legal opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, may
be attached to or printed on the reverse side of each Bond over the certification of the City
Secretary of the City, which may be executed in facsimile.
Section 6.04 Statement of Insurance.
A statement relating to a municipal bond insurance policy, if any, issued for any Bond or
Bonds may be printed on or attached to each such Bond.
ARTICLE VII
FUNDS AND ACCOUNTS
Section 7.01 Se�re�ation of RevenueslFund Desi na� tions.
All receipts, revenues and income derived from the operation and ownership of the System
shall be kept separate from other funds of the City and deposited within twenty-four (24) hours
after collection into the ``Electric Light and Power System Fund" (created and established in
connection with the issuance of the Previously Issued Bonds), which Fund (hereinafter referred to
as the "System Fund") is hereby reaffirmed and shall continue to be kept and maintained at an
official depository bank of the City while the Bonds remain Outstanding. Furthermore, the
"Special Electric Light and Power System Revenue Bond Retirement and Reserve Fund"
(hereinafter referred to as the "Bond Fund"), created and established in connection with the
issuance of the Previously Issued Bonds, is hereby reaffirmed and shall continue to be maintained
by the City while the Bonds remain Outstanding. The Bond Fund is and shall continue to be kept
and maintained at the City's official depository bank, and moneys deposited in the Bond Fund
shall be used for no purpose other than for the payment, redemption, and retirement of Bonds
Similarly Secured.
Section 7.02 Svstem Fund.
The City hereby reaffirms its covenant to the Owners of the Previously Issued Bonds and
agrees with the owners of the Bonds that the moneys deposited in the System Fund shall be used
first for the payment of the reasonable and proper expenses of operating and maintaining the
System. All moneys deposited in the System Fund in excess of the amounts required to pay
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operating and maintenance expenses of the System shall be applied and appropriated, to the extent
required and in the order of priority prescribed, as follows:
(a) To the payment of the amounts required to be deposited in the Bond Fund for the
payment of principal of and interest on the Bonds Similarly Secured as the same become due and
payable; and
(b) To the payment of the amounts, if any, required to be deposited in the Reserve
Portion of the Bond Fund to accumulate, restore, and maintain the Reserve Requirement as security
for the payment of the principal of and interest on the Bonds Similarly Secured.
Section 7.03 Bond Fund.
(a) In addition to the required monthly deposits to the Bond Fund for the payment of
principal of and interest on the Previously Issued Bonds, the City hereby agrees and covenants to
deposit to the Bond Fund an amount equal to one hundred percent (100%) of the amount required
to fully pay the interest on and principal of the Bonds falling due on or before each maturity date
and Interest Payment Date, such payments to be made in substantially equal monthly installments
on or before the first day of each month beginning on or before the first day of the month next
following the month the Bonds are delivered to the Underwriters. The required monthly deposits
to the Bond Fund for the payment of principal of and interest on the Bonds shall continue to be
made as hereinabove provided until such time as (i) the total amount on deposit in the Bond Fund,
including the "Reserve Portion" deposited therein, is equal to the amount required to fully pay and
discharge all Outstanding Bonds Similarly Secured (principal and interest) or (ii) the Bonds are no
longer Outstanding, i.e., the Bonds have been fully paid as to principal and interest or all the Bonds
have been refunded. Accrued interest, if any, received from the purchasers of the Bonds shall be
deposited in the Bond Fund, and shall be taken into consideration and reduce the amount of the
monthly deposits hereinabove required which would otherwise be required to be deposited in the
Bond Fund from the Net Revenues of the System.
(b) In addition to the amounts to be deposited in the Bond Fund to pay current principal
and interest for the Bonds Similarly Secured, the City covenants and agrees to accumulate and
maintain in the Bond Fund a reserve amount (the "Reserve Portion") of Reserve Fund Obligations
equal to not less than the Average Annual Debt Service requirements of all Outstanding Bonds
Similarly Secured (the "Required Reserve") which shall be calculated and predetermined at the
time of issuance of each series of Bonds Similarly Secured. Upon issuance of Additional Bonds,
the Required Reserve shall be increased, if required, to an amount equal to the lesser of (i) the
Average Annual Debt Service (calculated on a Fiscal Year basis) for all bonds Outstanding, as
determined on the date of issuance of each series of Additional Bonds and annually following each
principal payment date or redemption date for the Bonds, the Previously Issued Bonds and any
Additional Bonds Outstanding, as the case may be, or (ii) the maximum amount in a reasonably
required reserve fund that can be invested without restriction as to yield pursuant to Subsection
(d) of section 148 of the Code and regulations promulgated thereunder. The Reserve Portion of
the Bond Fund shall be made available for and reasonably employed in meeting the requirements
of the Bond Fund if need be, and if any amount thereof is so employed, and the Reserve Portion
in the Bond Fund is less than the Required Reserve, or if an event of default under any Credit
Facility held in the Reserve Portion of the Bond Fund has occurred and is continuing, the Required
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Reserve shall be restored from Net Revenues in twenty-four (24) approximately equal monthly
payments from the first available Net Revenues of the System in the System Fund subject only to
the priority of payments hereinabove prescribed in Section 7.02.
(c) The City may, at its option, withdraw all surplus on deposit in the Reserve Portion
of the Bond Fund over the Required Reserve and deposit the same in the System Fund; provided,
however, that to the extent such surplus monies constitute bond proceeds, including interest and
income derived therefrom, such amounts shall not be deposited to the System Fund and shall only
be used for the purposes for which bond proceeds may be used.
(d) For the purpose of determining compliance with the requirements of subsection (b)
of this Section 7.03, Reserve Fund Obligations shall be valued each year as of the last day of the
City's f scal year at their market value, except that any direct obligations of the United States (State
and Local Government Series) held for the benefit of the Reserve Portion of the Bond Fund in
book-entry form shall be continuously valued at their par value or face principal amount.
(e) To the extent permitted by, and in accordance with applicable law and upon
approval of the Attorney General of the State of Texas, the City may replace or substitute a Credit
Facility for cash or investment securities on deposit in the Reserve Portion of the Bond Fund or in
substitution or replacement of any existing Credit Facility. Upon such replacement or substitution,
cash or investment securities of any of the types permitted by Section 7.06 hereof, on deposit in
the Reserve Portion of the Bond Fund which, taken together with the face amount of any existing
Credit Facilities, are in excess of the Required Reserve may be withdrawn by the City, at its option,
and transferred to the System Fund; provided that the face amount of any Credit Facility may be
reduced at the option of the City in lieu of such transfer. However, to the extent such surplus
monies constitute bond proceeds, including interest and income derived therefrom, such amounts
shall not be deposited to the System Fund and shall only be used for the purposes for which bond
proceeds may be used. Any interest due on any reimbursement obligation under the Credit Facility
shall not exceed the highest lawful rate of interest which may be paid by the City.
(� If the City is required to make a withdrawal from the Reserve Portion of the Bond
Fund, the City shall promptly notify the issuer of any Credit Facility of the necessity for a
withdrawal from the Reserve Portion of the Bond Fund, and shall make such withdrawal first from
available moneys or investment securities then on deposit in the Reserve Portion of the Bond Fund,
and next from a drawing under any Credit Facility to the extent of such deficiency.
(g) In the event of a deficiency in the Reserve Portion of the Bond Fund, or in the event
that on the date of termination or expiration of any Credit Facility or the date of an occurrence of
an event of default under the Credit Facility has occurred and is continuing beyond any cure period
therefor, if any, there is not on deposit in the Reserve Portion of the Bond Fund sufficient Reserve
Fund Obligations, all in an aggregate amount at least equal to the Required Reserve calculated as
of the date of such deficiency, termination, expiration or event of default of such Credit Facility,
then the City shall restore such deficiency from the first available Net Revenues of the System in
the System Fund, subject only to the priority of payments hereinabove prescribed in Section 7.02,
in twenty-four (24) approximately equal monthly payments.
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(h) In the event of the redemption or defeasance of any of the Outstanding Bonds
Similarly Secured, any Reserve Fund Obligations on deposit in the Reserve Fund in excess of the
Required Reserve may be withdrawn and transferred, at the option of the City and subject to the
last sentence of this subparagraph (h), to the System Fund, as a result of (i) the redemption of the
Outstanding Bonds Similarly Secured, or (ii) funds for the payment of the Outstanding Bonds
Similarly Secured having been deposited irrevocably with the paying agent or place of payment
therefor in the manner described in this Ordinance, the result of such deposit being that such
Outstanding Bonds Similarly Secured no longer are deemed to be Outstanding under the terms of
this Ordinance. However, to the extent such surplus monies constitute bond proceeds, including
interest and income derived therefrom, such amounts shall not be deposited to the System Fund
and shall only be used for the purposes for which bond proceeds may be used.
(i) In the event there is a draw upon the Credit Facility, the City shall reimburse the
issuer of such Credit Facility for such draw in accordance with the terms of any agreement pursuant
to which the Credit Facility is issued from Net Revenues; however, such reimbursement from Net
Revenues (i) shall be subject to the provisions of subparagraph (g) hereof, and (ii) shall be
subordinate and junior in right of payment to the payment of principal of and premium, if any, and
interest on the Bonds Similarly Secured.
Section 7.04 Pavment of Bonds.
While any of the Bonds are Outstanding, the proper officers of the City are hereby
authorized to transfer or cause to be transferred to the Paying Agent/Registrar, from funds on
deposit in the Bond Fund, including the Reserve Portion, if necessary, amounts sufficient to fully
pay and discharge promptly as each installment of interest and principal on the Bonds accrues or
matures or comes due by reason of redemption prior to maturity; such transfer of funds to be made
in such manner as will cause immediately available funds to be deposited with the Paying
Agent/Registrar for the Bonds at the close of the Business Day next preceding the date of payment
for the Bonds.
Section 7.05 Deficiencies in Funds.
If in any month the City shall, for any reason, fail to pay into the Bond Fund the full
amounts above stipulated, amounts equivalent to such deficiencies shall be set apart and paid into
the Bond Fund from the first available and unallocated Net Revenues of the System in the
following month or months and such payments shall be in addition to the amounts hereinabove
provided to be otherwise paid into the Bond Fund during such month or months.
Section 7.06 Securitv of Funds.
Money in any Fund established or affirmed pursuant to this Ordinance or any ordinance
authorizing the issuance of Previously Issued Bonds, and any Additional Bonds, may, at the option
of the City, be invested in time deposits or certificates of deposit secured in the manner required
by law for public funds, or be invested in direct obligations of, including obligations the principal
and interest on which are unconditionally guaranteed by, the United States of America, in
obligations of any agencies or instrumentalities thereof, or in such other investments as are
permitted under the Public Funds Investment Act, Chapter 2256, Texas Government Code, as
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amended, or any successor law, as in effect from time to time, consistent with the City's investment
policy; provided that all such deposits and investments shall be made in such manner (which may
include repurchase agreements for such investment with any primary dealer of such agreements)
that the money required to be expended from any such Fund will be available at the proper time
or times. Such investments shall be valued each year in terms of current market value as of the
last day of the Fiscal Year. For purposes of maximizing investment returns, to the extent permitted
by law, money in such Funds may be invested in common investments of the kind described above,
or in a common pool of such investment which shall be kept and held at an official depository
bank, which shall not be deemed to be or constitute a commingling of such money or funds
provided that safekeeping receipts or certificates of participation clearly evidencing the investment
or investment pool in which such money is invested and the share thereof purchased with such
money or owned by such fund are held by or on behalf of each such Fund. If necessary, such
investments shall be promptly sold to prevent any default. Any investment made with money
deposited to the credit of the Reserve Portion of the Bond Fund shall not have a maturity in excess
of five (5) years.
Section 7.07 Transfer of Revenues.
As prescribed by the System Governance Ordinance, after all amounts required to be
deposited to any funds or accounts created to secure payment of Bonds Similarly Secured and any
other legally incurred indebtedness payable from the revenues of the System andlor secured by a
lien on the System or the revenues thereof, Net Revenues of the System shall be transferred to the
City's general fund at such time(s) and in such amounts as shall be determined by the City Council
in accordance with the System Governance Ordinance.
For the avoidance of doubt, no action shall be taken pursuant to this Section that impairs
the obligation of the City's contract with respect to the Bonds. Subject to the preceding sentence,
the amount, timing, and priority of payment of amounts contemplated by this Section shall be
determined in accordance with the System Governance Ordinance.
ARTICLE VIII
SALE AND DELIVERY OF BONDS; DEPOSIT OF PROCEEDS
Section 8.01 Sale of Bonds; Official Statement.
(a) The Bonds shall be sold at negotiated sale to the Underwriters in accordance with
the terms of this Ordinance, including this Section 8.01(a) and Exhibit B hereto, provided that all
of the conditions set forth in Exhibit B can be satisfied. As authorized by Chapter 1207 and
Chapter 1371, the Authorized Officer is authorized to act on behalf of the City upon determining
that the conditions set forth in Exhibit B can be satisfied, in selling and delivering each series of
Bonds and carrying out the other procedures specified in this Ordinance, including determining (i)
the total aggregate principal amount and the number of series of the Bonds, (ii) the date(s) on
which the Bonds of each series will be sold and delivered, (iii) whether to acquire bond insurance
for each series of Bonds, (iv) the amount and manner of funding the reserve fund requirement, (v)
the price at which the Bonds of each series will be sold, (vi) the Refunding Candidates to be
refunded and/or refinanced and the date on which the Refunded Obligations will be paid, (vii) the
number and any additional or different title or designation for each series of Bonds to be issued,
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4142-77�9-90�0 3
(viii) the form in which the Bonds of each series shall be issued, (ix) the dates on which the Bonds
of each series will mature, the principal amount to mature in each year, the rate of interest to be
borne by each such maturity, the interest payment dates, and the initial date from which interest
will accrue, (x) the dates, prices and other terms upon and at which the Bonds of each series shall
be subject to redemption prior to maturity (including terms for optional and mandatory
redemption), (xi) whether the Bonds will be issued as Tax-Exempt Bonds andlor Taxable Bonds.
(xii) whether and how to apply proceeds of the Bonds or other lawfully available funds in
furtherance of Article XIV hereof, (xiii) whether to include capitalized interest in connection with
the sale of the Bonds, and (xiv) all other terms and provisions of the Bonds and matters relating to
the issuance, sale and delivery of the Bonds and the refunding of the Refunded Obligations, all of
which shall be specified in the Pricing Certificate for each series of Bonds.
The Authorized Officer may approve modifications to this Ordinance to conform to the
terms of the Bonds, as approved by the Authorized Officer, and execute any instruments,
agreements and other documents as the Authorized Officer shall deem necessary or appropriate in
connection with the issuance, sale, and delivery of Bonds pursuant to this Ordinance.
The authority granted to the Authorized Officer under this Section 8.01(a) shall expire at
11:59 p.m., on the first anniversary of the date of this Ordinance (the "Expiration Date"), unless
otherwise extended by the City Council by separate action. Bonds sold pursuant to a Bond
Purchase Contract executed on or before the Expiration Date may be delivered after such date.
In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council
hereby determines that the delegation of authority to the Authorized Officer to approve the final
terms and conditions of each series of the Bonds as set forth in this Ordinance is, and the decisions
made by the Authorized Officer pursuant to such delegated authority and incorporated in a Pricing
Certificate will be, in the best interests of the City and shall have the same force and effect as if
such determination were made by the City Council, and the Authorized Officer is hereby
authorized to make and include in a Pricing Certificate an appropriate finding to that effect. Any
finding or determination made by the Authorized Officer relating to the issuance and sale of the
Bonds and the execution of the Bond Purchase Contract in connection therewith shall have the
same force and effect as a finding or determination made by the City Council.
(b) The Authorized Officer is hereby authorized and directed to execute and deliver a
purchase contract with respect to each series of Bonds (the "Bond Purchase Contract") in the form
and on the terms approved by the Authorized Offcer, and all other officers, agents and
representatives of the City are hereby authorized to do any and all things necessary or desirable to
satisfy the conditions set out therein and to provide for the issuance and delivery of the Bonds.
(c) The form and substance of the Preliminary Official Statement, and any addenda,
supplement or amendment thereto, are hereby in all respects approved and adopted for use in
connection with the public offering and sale of each series of Bonds, with such appropriate
variations as shall be approved by the Authorized Officer, and the Preliminary Official Statement
is hereby deemed final as of its date within the meaning and for the purposes of paragraph (b)(1)
of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The Authorized Officer
is hereby authorized and directed to cause to be prepared a final Official Statement (the "Official
Statement") incorporating applicable pricing information and other terms pertaining to each series
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of Bonds, and to execute the same by manual or facsimile signature and deliver appropriate
numbers of executed copies thereof to the Underwriters. The Ofiicial Statement as thus approved,
executed and delivered, with such appropriate variations as shall be approved by the Authorized
Officer and the Underwriters, may be used by the Underwriters in the public offering and sale of
the Bonds. The use and distribution of the Preliminary Official Statement, and the preliminary
public offering of the Bonds by the Underwriters, is hereby approved and confirmed.
(d) All officers of the City are authorized to execute such documents, certificates,
receipts and other instruments as they may deem appropriate in order to consummate the delivery
of the Bonds in accordance with the terms of sale therefor including, without limitation, the Bond
Purchase Contract.
(e) The obligation of the Underwriters to accept delivery of the Bonds is subject to the
closing conditions set forth in the Bond Purchase Contract, including specifically the Underwriters
being furnished with the final, approving opinion of Orrick, Herrington & Sutcliffe LLP, bond
counsel for the City, which opinion shall be dated as of and delivered on the Closing Date.
Section 8.02 Control and Delivery of Bonds.
(a) The Authorized Officer of the City is hereby authorized to have control of the Initial
Bond and all necessary records and proceedings pertaining thereto pending investigation,
examination, and approval of the Attorney General of the State of Texas, registration by the
Comptroller of Public Accounts of the State of Texas and registration with, and initial exchange
or transfer by, the Paying AgentlRegistrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the Bonds
shall be made to the Underwriters under and subject to the general supervision and direction of the
Authorized Officer, against receipt by the City of all amounts due to the City under the terms of
sale.
(c) In the event the Mayor or City Secretary is absent or otherwise unable to execute
any document or take any action authorized herein, the Mayor Pro Tern and the Assistant City
Secretary, respectively, shall be authorized to execute such documents and take such actions, and
the performance of such duties by the Mayor Pro Tern and the Assistant City Secretary shall for
the purposes of this Ordinance have the same force and effect as if such duties were performed by
the Mayor and City Secretary, respectively.
Section 8.03 Deposit of Proceeds.
Proceeds from the sale of the Bonds shall be applied in accordance with the provisions set
forth in the Pricing Certificate for such Bonds, which may provide for the creation of any special
accounts deemed necessary or appropriate by the Authorized Officer. In addition, in furtherance
of the authority conferred by this Ordinance, the Authorized Officers may direct that lawfully
available funds of the City be applied (in such amounts as the Authorized Officer shall direct).
deposited and invested to effect the purposes of the Bonds and this Ordinance.
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4142-77�9-90�0.3
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01 Additional Bonds.
In addition to the right to issue obligations of inferior lien as authorized by the laws of the
State of Texas, the City hereby reserves the right to issue Additional Bonds which, when duly
authorized and issued in compliance with the terms and conditions hereinafter appearing, shall be
on a parity with the Previously Issued Bonds and the Bonds herein authorized, payable from and
equally and ratably secured by a first lien on and pledge of the Net Revenues of the System. The
Additional Bonds may be issued in one or more installments, provided, however, that none shall
be issued unless and until the following conditions have been met:
(a) The Mayor and Chief Financial Officer have certified that the City is not then in
default as to any covenant, condition or obligation prescribed by any ordinance authorizing the
issuance of Bonds Similarly Secured then Outstanding, including showings that all interest,
sinking and reserve funds then provided for have been fully maintained in accordance with the
provisions of said ordinances;
(b) The applicable laws of the State of Texas in force at the time provide permission
and authority for the issuance of such Additional Bonds and have been fully complied with;
(c) The Additional Bonds are made to mature on April 15 or October 15, or both, in
each of the years in which they are provided to mature;
(d) The Reserve Portion of the Bond Fund shall be accumulated and supplemented as
necessary to maintain a sum which shall be not less than the Average Annual Debt Service
requirements of all bonds secured by a first lien on and pledge of the Net Revenues of the System
which will be outstanding upon the issuance of any series of Additional Bonds. Accordingly, each
ordinance authorizing the issuance of any series of Additional Bonds shall provide for any required
increase in the Reserve Portion, and if supplementation is necessary to meet all conditions of said
Reserve Portion, said ordinances shall make provision that same be supplemented by the required
amounts in equal monthly installments over a period of not to exceed sixty (60) calendar months
from the dating of such Additional Bonds; and
(e) The City has secured a certificate or opinion from an independent certified public
accountant to the effect that, according to the books and records of the City, the Net Revenues of
the System were, during the last completed Fiscal Year, or during any consecutive twelve
(12) months period of the last eighteen (18) consecutive months prior to the month of adoption of
the ordinance authorizing the Additional Bonds, equal to at least 1.25 times the Average Annual
Debt Service requirements of the Bonds Similarly Secured which will be outstanding upon the
issuance of the Additional Bonds; and further demonstrating that for the same period as is
employed in arriving at the aforementioned test said Net Revenues were equal to at least 1.10 times
the maximum annual principal and interest requirements of all Bonds Similarly Secured as will be
outstanding upon the issuance of the Additional Bonds. In making a determination of the Net
Revenues, the certified public accountant may take into consideration a change in the charges for
services afforded by the System that became effective at least 60 days prior to the last day of the
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d 142-77�9-90�0 3
period for which Revenues are determined and, for purposes of satisfying the above Net Revenues
test, make a pro-forma determination of the Net Revenues of the System for the period of time
covered by his certification or opinion based on such change in charges being in effect for the
entire period covered by the certificate or opinion of the certified public accountant.
When thus issued, such Additional Bonds may be secured by a pledge of the Net Revenues
of the System on a parity in all things with the pledge securing the issuance of the Bonds and the
Previously Issued Bonds.
Section 9.02 Rates and Char es.
The City hereby covenants and agrees with the owners of the Bonds that rates and charges
for electric power and energy afforded by the System will be established and maintained to provide
revenues sufficient at all times to pay:
(a) all necessary and reasonable expenses of operating and maintaining the System as
set forth in the definition "Net Revenues" and to recover depreciation;
(b) the amounts required to be deposited to the Bond Fund to pay the principal of and
interest on the Bonds Similarly Secured as the same becomes due and payable and to accumulate
and maintain the reserve amount required to be deposited therein; and
(c) any other legally incurred indebtedness payable from the revenues of the System
andlor secured by a lien on the System or the revenues thereof.
Section 9.03 Maintenance and Operation; Insurance.
In regard to the operations and properties of the System, the City agrees to carry and
maintain liability and property damage insurance of the kind and in the amounts customarily
carried by municipal corporations in Texas on such kind of properties; provided, however, the
City, in lieu of andlor in combination with carrying such insurance, may self-insure against all
perils and risks by establishing self-insurance reserves.
Section 9.04 Records, Accounts, Accountin� Reports.
The City hereby covenants and agrees while any of the Bonds or any interest thereon
remain Outstanding and unpaid, it will keep and maintain a proper and complete system of records
and accounts pertaining to the operation of the System separate and apart from all other records
and accounts of the City in accordance with generally accepted accounting principles prescribed
for municipal corporations, and complete and correct entries shall be made of all transactions
relating to said System, as provided by applicable law. The Owner of any Bonds, or any duly
authorized agent or agents of such Owner, shall have the right at all reasonable times to inspect all
such records, accounts and data relating thereto and to inspect the System and all properties
comprising the same. The City further agrees that as soon as possible following the close of each
Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm
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of certifed public accountants. Each such audit, in addition to whatever other matters may be
thought proper by the certified public accountant, shall particularly include the following:
Year;
(a) A detailed statement of the income and expenditures of the System for such Fiscal
(b) A balance sheet as of the end of such Fiscal Year;
(c) The comments of such accountant regarding the manner in which the City has
complied with the covenants and requirements of this Ordinance and his recommendations for any
changes or improvements in the operation, records and accounts of the System;
(d) A list of the insurance policies in force at the end of the Fiscal Year on the System
properties, setting out as to each policy the amount thereof, the risk covered, the name of the
insurer, and the policy's expiration date;
(e) A list of the securities which have been on deposit as security for the money in the
Bond Fund throughout the Fiscal Year and a list of the securities, if any, in which the Reserve
Portion of the Bond Fund has been invested; and
(� The total number of inetered and unmetered customers, if any, connected with the
System at the end of the Fiscal Year.
Expenses incurred in making the audits above referred to are to be regarded as maintenance
and operating expenses of the System and paid as such. Copies of the aforesaid annual audit shall
be furnished upon written request to the original purchasers and any subsequent Owners of the
Bonds.
Section 9.05 Further Covenants.
The City hereby further covenants and agrees as follows:
(a) That it has the lawful power to pledge the Net Revenues to the payment of the
Bonds and has lawfully exercised said power under the Constitution and laws of the State of Texas;
that the Previously Issued Bonds, the Bonds and the Additional Bonds, when issued, shall be
ratably secured under said pledge in such manner that one bond shall have no preference over any
other bond of said issues.
(b) That, other than for the payment of the Previously Issued Bonds and the Bonds, the
Net Revenues are not in any manner now pledged to the payment of any debt or obligation of the
City or of the System on a parity with the Previously Issued Bonds and the Bonds.
(c) That, for so long as any of the Bonds or any interest thereon remain Outstanding,
the City will not sell, lease or encumber the System or any substantial part thereof; provided,
however, this covenant shall not be construed to prohibit the sale of such machinery, or other
properties or equipment which has become obsolete or otherwise unsuited to the efficient operation
of the System when other property of equal value has been substituted therefor, and, also, with the
exception of the Additional Bonds expressly permitted by this Ordinance to be issued, it will not
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encumber the Net Revenues unless such encumbrance is made junior and subordinate to all of the
provisions of this Ordinance. In the event the City sells the System, the City will use proceeds of
such sale to provide for final payment of the Bonds, the Previously Issued Bonds, and any
Additional Bonds.
(d) That, it will cause to be rendered monthly to each customer receiving electric
services a statement therefor and will not accept payment of less than all of any statement so
rendered, using its power under existing ordinances and under all such ordinances to become
effective in the future to enforce payment, to withhold service from such delinquent customers and
to enforce and authorize reconnection charges.
(e) That it will faithfully and punctually perform all duties with respect to the System
required by the Constitution and laws of the State of Texas, including the making and collecting
of reasonable and sufficient rates for services supplied by the System, and the segregation and
application of the revenues of the System as required by the provisions of this Ordinance.
(� That no free service shall be provided by the System and to the extent the City or
its departments or agencies utilize the services provided by the System, payment shall be made
therefor at rates charged to others for similar service.
Section 9.06 Other Representations and Covenants.
(a) The City will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Ordinance; the City will promptly pay or cause to be
paid the principal of, premium, if any, and interest on each Bond on the dates and at the places and
manner prescribed in such Bond; and the City will, at the times and in the manner prescribed by
this Ordinance, deposit or cause to be deposited the amounts of money specified by this Ordinance.
(b) The City is duly authorized under the laws of the State of Texas to issue the Bonds;
all action on its part for the creation and issuance of the Bonds has been duly and effectively taken;
and the Bonds in the hands of the Owners thereof are and will be valid and enforceable obligations
of the City in accordance with their terms.
Section 9.07 Federal Income Tax Exclusion of Interest on Tax-Exempt Bonds.
(a) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of
or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction
or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner
which, if made or omitted, respectively, would cause the interest on such Tax-Exempt Bond to
become includable in the gross income, as defined in Section 61 of the Code, of the owner thereof
for federal income tax purposes. Without limiting the generality of the foregoing, unless and until
the City shall have received a written opinion of counsel nationally recognized in the field of
municipal bond law to the effect that failure to comply with such covenant will not adversely affect
the exemption from federal income tax of the interest on any Tax-Exempt Bond, the City shall
comply with each of the specific covenants in this Section.
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(b) No Private Use or Private Payments. Except as permitted by Section 141 of the
Code and the Regulations and rulings thereunder, the City shall, at all times after the Issue Date of
any Tax-Exempt Bond and prior to the last stated maturity of the Tax-Exempt Bonds
(1) exclusively own, operate, and possess all property the acquisition,
construction, or improvement of which is to be financed directly or indirectly with Gross
Proceeds of such Tax-Exempt Bond (including property financed with Gross Proceeds of
the Refunded Obligations or notes or bonds refunded by the Refunded Obligations) and
not use or permit the use of such Gross Proceeds or any property acquired, constructed, or
improved with such Gross Proceeds in any activity carried on by any person or entity other
than a state or local government, unless such use is solely as a member of the general
public, or
(2) not directly or indirectly impose or accept any charge or other payment for
use of Gross Proceeds of such Tax-Exempt Bond or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with such
Gross Proceeds unless either (i) such use is merely as a member (and, except possibly for
the amount of use and any corresponding rate adjustment, is extended by the City on the
same terms as to all other members) of the general public or (ii) such charge or payment
consists of taxes of general application within the City or interest earned on temporary
Investments acquired with Gross Proceeds pending application of such Gross Proceeds for
their intended purposes.
(c) No Private Loan. Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of such Tax-Exempt
Bond to make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, Gross Proceeds are considered to be "loaned" to a person or
entity if (1) property acquired, constructed or improved with Gross Proceeds (including property
financed with Gross Proceeds of the Refunded Obligations or notes or bonds refunded by the
Refunded Obligations) is sold or leased to such person or entity in a transaction which creates a
debt for federal income tax purposes, (2) capacity in or service from such property is committed
to such person or entity under a take-or-pay, output, or similar contract or arrangement, or (3)
indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or such property
are otherwise transferred in a transaction which is the economic equivalent of a loan.
(d) Not to Invest at Hi�her Yield. Except to the extent permitted by Section 148 of the
Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier
of the final stated maturity or final payment of such Tax-Exempt Bond, directly or indirectly invest
Gross Proceeds of such Tax-Exempt Bond in any Investment (or use such Gross Proceeds to
replace money so invested), if as a result of such investment the Yield of all Investments allocated
to such Gross Proceeds whether then held or previously disposed of, exceeds the Yield on the Tax-
Exempt Bonds.
(e) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action
which would cause the Tax-Exempt Bonds to be federally guaranteed within the meaning of
Section 149(b) of the Code and the Regulations and rulings thereunder.
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(� Information Report. The City shall timely file with the Secretary of the Treasury
the information required by Section 149(e) of the Code with respect to the Tax-Exempt Bonds on
such forms and in such place as such Secretary may prescribe.
(g) Pavment of Rebate Amount. Except to the extent otherwise provided in Section
148(� of the Code and the Regulations and rulings thereunder, the City shall:
(1) account for all Gross Proceeds (including all receipts, expenditures and
investments thereo� on its books of account separately and apart from all other funds (and
receipts, expenditures and investments thereo� and shall retain all records of such
accounting for at least six years after the final Computation Date. The City may, however,
to the extent permitted by law, commingle Gross Proceeds of the Tax-Exempt Bonds with
other money of the City, provided that the City separately accounts for each receipt and
expenditure of such Gross Proceeds and the obligations acquired therewith,
(2) calculate the Rebate Amount with respect to the Tax-Exempt Bonds not less
frequently than each Computation Date, in accordance with rules set forth in Section 148(�
of the Code, Section 1.148-3 of the Regulations, and the rulings thereunder. The City shall
maintain a copy of such calculations for at least six years after the final Computation Date,
(3) as additional consideration for the purchase of the Tax-Exempt Bonds by
the initial purchaser thereof and the loan of the money represented thereby, and in order to
induce such purchase by measures designed to ensure the excludability of the interest
thereon from the gross income of the owners thereof for federal income tax purposes, pay
to the United States the amount described in paragraph (ii) above at the times, in the
installments, to the place, in the manner and accompanied by such forms or other
information as is or may be required by Section 148(� of the Code and the Regulations
and rulings thereunder, and
(4) exercise reasonable diligence to assure that no errors are made in the
calculations required by paragraph (ii) and, if such error is made, to discover and promptly
to correct such error within a reasonable amount of time thereafter, including payment to
the United States of any interest and any penalty required by the Regulations.
(h) Not to Divert Arbitra�e Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not enter into any transaction
that reduces the amount required to be paid to the United States pursuant to Subsection (h) of this
Section because such transaction results in a smaller profit or a larger loss than would have resulted
if the transaction had been at arm's length and had the Yield of the Tax-Exempt Bonds, not been
relevant to either party.
(i) Not Hedge Bonds. The City did not invest more than 50 percent of the Proceeds of
any series of the Refunded Obligations (or, if applicable, the obligations refunded by the Refunded
Obligations (the "Original Bonds")) in Nonpurpose Investments having a guaranteed yield for four
years or more. On the Issue Date of the Refunded Obligations, or, if applicable, the Original
Bonds, the City reasonably expected that at least 85 percent of the Net Sale Proceeds of each series
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of the Refunded Obligations, or, if applicable, the Original Bonds, would be used to carry out the
governmental purpose of such series within three years after the Issue Date of such series.
Section 9.08 Disposition of Project. The City covenants that the property financed or
refinanced with the proceeds of the Tax-Exempt Bonds will not be sold or otherwise disposed in
a transaction resulting in the receipt by the City of cash or other compensation, unless the City
obtains an opinion of a nationally-recognized bond counsel substantially to the effect that such
sale or other disposition will not adversely affect the tax-exempt status of the Tax-Exempt Bonds.
For purposes of this Section, the portion of the property comprising personal property and disposed
of in the ordinary course of business shall not be treated as a transaction resulting in the receipt of
cash or other compensation. For purposes of this Section, the City shall not be obligated to comply
with this covenant if it obtains an opinion of a nationally-recognized bond counsel to the effect
that such failure to comply will not adversely affect the excludability for federal income tax
purposes from gross income of the interest.
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01 Events of Default.
Each of the following occurrences or events for the purpose of this Ordinance is hereby
declared to be an Event of Default:
(a) defaults in payments to be made to the Bond Fund as required by this Ordinance;
or
(b) defaults in the observance or performance of any other of the covenants, conditions
or obligations set forth in this Ordinance.
Section 10.02 Remedies for Default.
(a) Upon the happening of any Event of Default, then any Owner or an authorized
representative thereof, including but not limited to, a trustee or trustees therefor, may proceed
against the City for the purpose of protecting and enforcing the rights of the Owners under this
Ordinance and shall be entitled to a writ of mandamus issued by a court of proper jurisdiction
compelling and requiring the City Council and other officers of the City to observe and perform
any covenant, condition or obligation prescribed in this Ordinance.
(b) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Owners of Bonds then Outstanding.
Section 10.03 Remedies Not Exclusive.
(a) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at
law or in equity; provided, however, that notwithstanding any other provision of this Ordinance.
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4142-7759-90�03
the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under
this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
No delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver of any such default or acquiescence
therein, and every such right or power may be exercised from time to time and as often as may be
deemed expedient.
ARTICLE XI
DISCHARGE
Section 11.01 Dischar�e.
Except as otherwise provided in the Pricing Certificate, the Bonds may be defeased,
discharged or refunded in any manner permitted by applicable law.
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01 Annual Reports.
(a) The City shall provide annually to the MSRB, (1) within six (6) months after the
end of each fiscal year of the City, financial information and operating data with respect to the
City of the general type included in the final Official Statement authorized by Section 8.01 of this
Ordinance, being information of the type described in Exhibit A hereto, including financial
statements of the City if audited financial statements of the City are then available, and (2) if not
provided as part such financial information and operating data, audited financial statements of the
City, when and if available. Any financial statements to be provided shall be (i) prepared in
accordance with the accounting principles described in Exhibit A, or such other accounting
principles as the City may be required to employ from time to time pursuant to state law or
regulation, and (ii) audited, if the City commissions an audit of such financial statements and the
audit is completed within the period during which they must be provided. If the audit of such
financial statements is not complete within twelve (12) months after any such fiscal year end, then
the City shall file unaudited financial statements within such 12-month period and audited financial
statements for the applicable fscal year, when and if the audit report on such statements becomes
available.
(b) If the City changes its fiscal year, it will notify the MSRB of the change (and of the
date of the new fiscal year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section.
(c) The financial information and operating data to be provided pursuant to this Section
may be set forth in full in one or more documents or may be included by specific referenced to any
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to the MSRB or filed with the SEC.
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Section 12.02 Event Notices.
(a) The City shall notify the MSRB, in a timely manner (not in excess of ten
(10) business days after the occurrence of an event), of any of the following events with respect to
the Bonds:
(1)
�2)
(3)
(4)
(5)
principal and interest payment delinquencies;
nonpayment related defaults, if material;
unscheduled draws on debt service reserves reflecting financial difficulties;
unscheduled draws on credit enhancements reflecting financial difficulties;
substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with respect to the tax status of the Bonds,
or other material events affecting the tax status of the Bonds;
��)
�g)
(9)
(10)
if material;
modifications to rights of Owners, if material;
Bond calls, if material, and tender offers;
defeasances;
release, substitution, or sale of property securing repayment of the Bonds,
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similar event of the City;
(13) the consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other than in the ordinary
course of business, the entry into a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material;
(14) appointment of a successor trustee or change in the name of the trustee, if
material;
(15) incurrence of a Financial Obligation of the City, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation of the City, any of which affect security holders, if material; and
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4142-7759-90�0.3
(16) default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the City, any of which
reflect financial difficulties.
As used in clause (xii) above, the phrase "bankruptcy, insolvency, receivership or similar
event" means the appointment of a receiver, fiscal agent or similar officer for the City in a
proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law
in which a court of governmental authority has assumed jurisdiction over substantially all of the
assets or business of the City, or if jurisdiction has been assumed by leaving the City Council and
official or officers of the City in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization, arrangement
or liquidation by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the City.
The City intends the words used in the preceding paragraphs (xv) and (xvi) and the
definition of Financial Obligation to have the same meanings as when they are used in the Rule,
as evidenced by SEC Release No. 34-83885, dated August 20, 2018.
(b) The City shall notify the MSRB, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with Section 12.01 of this Ordinance
by the time required by such Section.
Section 12.03 Identifyin� Information.
All documents provided to the MSRB pursuant to this Article shall be provided in an
electronic format and be accompanied by identifying information as prescribed by the MSRB.
Section 12.04 Limitations, Disclaimers and Amendments.
(a) The City shall be obligated to observe and perform the covenants specified in this
Article for so long as, but only for so long as, the City remains an "obligated person" with respect
to the Bonds within the meaning of the Rule, except that the City in any event will give notice of
any Bond calls and any defeasances that cause the City to be no longer an"obligated person."
(b) The provisions of this Article are for the sole benefit of the Owners and beneficial
owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Article or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING 1N WHOLE OR IN PART FROM ANY BREACH BY
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4142-7759-9050 3
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(c) No default by the City in observing or performing its obligations under this Article
shall constitute a breach of or default under the Ordinance for purposes of any other provisions of
this Ordinance.
(d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit
the duties of the City under federal and state securities laws.
(e) The provisions of this Article may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law, or
a change in the identity, nature, status, or type of operations of the City, but only if (i) the provisions
of this Article, as so amended, would have permitted an underwriter to purchase or sell Bonds in
the primary offering of the Bonds in compliance with the Rule, taking into account any
amendments or interpretations of the Rule to the date of such amendment, as well as such changed
circumstances, and (ii) either (A) the Owners of a majority in aggregate principal amount (or any
greater amount required by any other provisions of this Ordinance that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or (B) an entity or individual
person that is unaffiliated with the City (such as nationally recognized bond counsel) determines
that such amendment will not materially impair the interests of the Owners and beneficial owners
of the Bonds. If the City so amends the provisions of this Article, it shall include with any amended
financial information or operating data next provided in accordance with Section 12.01 an
explanation, in narrative form, of the reasons for the amendment and of the impact of any change
in type of financial information or operating data so provided.
ARTICLE XIII
AMENDMENTS; ATTORNEY GENERAL MODIFICATION
Section 13.01 Amendments.
(a) This Ordinance shall constitute a contract with the Owners, be binding on the City,
and shall not be amended or repealed by the City so long as any Bond remains Outstanding except
as permitted in this Section. The City may, without consent of or notice to any Owners, from time
to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the
Owners, including the curing of any ambiguity, inconsistency, or formal defect or omission herein.
In addition, the City may, with the written consent of the Owners of the Bonds holding a majority
in aggregate principal amount of the Bonds then Outstanding, amend, add to, or rescind any of the
provisions of this Ordinance; provided that, without the consent of all Owners of Outstanding
Bonds, no such amendment, addition, or rescission shall (i) extend the time or times of payment
of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof,
the redemption price, or the rate of interest thereon, or in any other way modify the terms of
payment of the principal of, premium, if any, or interest on the Bonds, (ii) give any preference to
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a iaz-��s9-9oso 3
any Bond over any other Bond, or (iii) reduce the aggregate principal amount of Bonds required
to be held by Owners for consent to any such amendment, addition, or rescission.
(b) From and after the date that all of the Previously Issued Bonds dated on or before
August 31, 2021, are no longer Outstanding, the provisions of subsection (c) of this Section 13.01
shall apply to the Bonds and any Additional Bonds, and the provisions contained in subsection (a)
of this Section 13.01 shall be of no force and effect. Prior to such date, the provisions of subsection
(c) of this Section 13.01 shall be of no force or effect.
(c) This Ordinance shall constitute a contract with the Owners, be binding on the City,
and shall not be amended or repealed by the City so long as any Bond remains Outstanding except
as permitted in this Section. The City may, without consent of or notice to any Owners, from time
to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the
Owners, including the curing of any ambiguity, inconsistency, or formal defect or omission herein.
The Owners of the Bonds Similarly Secured aggregating a majority in principal amount of then
Outstanding Bonds Similarly Secured shall have the right from time to time to approve, in writing,
any amendment to this Ordinance; provided, however, that without the consent of the Owners of
all of the Bonds Similarly Secured at the time Outstanding, nothing herein contained shall permit
or be construed to permit the amendment of the terms and conditions in this Ordinance or in the
Bonds Similarly Secured so as to:
(1) Make any change in the maturity of the Outstanding Bonds Similarly
Secured;
(2) Reduce the rate of interest borne by any of the Outstanding Bonds Similarly
Secured;
(3) Reduce the amount of the principal payable on the Outstanding Bonds
Similarly Secured;
(4) Modify the terms of payment of principal of or interest on the Outstanding
Bonds Similarly Secured or impose any conditions with respect to such payment;
(5) Affect the rights of the holders of less than all of the Bonds Similarly
Secured then Outstanding; or
(6) Change the minimum percentage of the principal amount of Bonds
Similarly Secured necessary for consent to such amendment.
Section 13.02 Attornev General Modification.
In order to obtain the approval of the Bonds by the Attorney General of the State of Texas,
any provision of this Ordinance may be modified, altered or amended after the date of its adoption
if required by the Attorney General in connection with the Attorney General's examination as to
the legality of the Bonds and approval thereof in accordance with the applicable law. Such
changes, if any, shall be provided to the City Secretary and the City Secretary shall insert such
changes into this Ordinance as if approved on the date hereof.
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4142-7759-90�0.3
ARTICLE XIV
REFUNDED OBLIGATIONS
The Authorized Officers are hereby authorized to make necessary arrangements to refund
and refinance the Refunded Obligations by paying the Lump Sum Payment in accordance with the
SPS Settlement Agreement and take such other actions as are deemed necessary and appropriate.
ARTICLE XV
EFFECTIVE IMMEDIATELY
Notwithstanding the provisions of the City Charter, this Ordinance shall become effective
immediately upon its adoption at this meeting pursuant to Section 1201.028, Texas Government
Code.
[Signatarre Page Follows. J
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4142-7759-9050.3
PRESENTED, FINALLY PASSED AND APPROVED, AND EFFECTIVE on the 7th day
of November, 2023, at a regular meeting of the City Council of the City of Lubbock, Texas.
, //,��,..-.� �j
.,'" ;v �/..
%
[SEAL]
APPROVED AS TO CONTENT:
BY: .� _
D. BLU K STELICH, ' f Financial Offcer
APPROVED AS TO FORM:
By:
JERRY V. LE, JR., Bond Counsel
Signatzrre Page for Ordinance
4142-7759-9050.3
SCHEDULE I
REFUNDING CANDIDATES
• The Lump Sum Payment and any related payment obligations in connection with the SPS
Settlement Agreement.
Schedule I-1
4142-7759-90�0 3
EXHIBIT A
DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION'
The following information is referred to in Article XII of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Article are as specified (and included in the Appendix or other
headings of the Official Statement referred to) below:
Statistical and financial data set forth in the Official Statement in "APPENDIX A-
FINANCIAL INFORMATION REGARDING THE SYSTEM" (Tables 1-13).
2. The portions of the financial statements of the City appended to the Official
Statement as APPENDIX B, but for the most recently concluded fiscal year.
3. The portions of the fnancial statements of Lubbock Power & Light appended to
the Official Statement as APPENDIX C, but for the most recently concluded fiscal year.
Accounting Principles
The accounting principles referred to in such Article XII are the accounting principles
described in the notes to the respective financial statements appended to the Official Statement.
' Subject to any changes prescribed by the Pricing Certificate.
Exhibit A-1
4142-7759-9050.3
EXHIBIT B
SALE PARAMETERS
In accordance with Section 8.01(a) of the Ordinance, the following conditions with respect
to the Bonds must be satisfied in order for the Authorized Officer to act on behalf of the City in
selling and delivering the Bonds to the Underwriters:
(a) the price to be paid for the Bonds shall be not less than 90% of the aggregate
principal amount of the Bonds;
(b) the Bonds shall not bear interest at a rate greater than the maximum rate allowed
by Chapter 1204, Texas Government Code, as amended;
(c) the aggregate principal amount of the Bonds shall produce proceeds in an amount
sufficient to fund the purposes described in Section 3.01(b) and such aggregate principal amount
shall not exceed the maximum amount authorized in Section 3.01(b);
(d) the SPS Settlement Agreement shall have been: (i) approved or accepted by FERC,
if required, or FERC shall have declined or refused to exercise jurisdiction over the SPS Settlement
Agreement and (ii) approved by PUCT, all of which may be evidenced by a written certificate of
counsel to Lubbock Power & Light;
(e) the maximum maturity for the Bonds shall not exceed twenty-one (21) years from
the date of their delivery; and
(� the Bonds to be issued, prior to delivery, must have been rated by a nationally
recognized rating agency for municipal securities in one of the four highest rating categories for
long term obligations.
Exhibit B-1
4142-7759-9050 3
EXHIBIT C
FORM OF THE BONDS
The form of the Bonds shall be generally in the form set forth below, including the form
of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas to
accompany the initially delivered Bonds, the form of Certificate of the Paying Agent/Registrar and
the form of Assignment appearing on the Bonds shall be substantially as follows, provided
however, that the substantially final form of the Bonds shall be set forth in or attached to the Pricing
Certificate and shall incorporate and reflect the final terms of the Bonds set forth in the Pricing
Certificate:
(a) Form of Bond.
REGISTERED
No.
United States of America
State of Texas
County of Lubbock
REGISTERED
$
CITY OF LUBBOCK, TEXAS
ELECTRIC LIGHT AND POWER SYSTEM REVENUE REFUNDING BOND
SERIES 202�
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP NUMBER:
% � � —I
The City of Lubbock (the "City"), in the County of Lubbock, State of Texas, for value
received, hereby promises to pay to
or registered assigns, but solely from the sources and in the manner hereinafter provided, on the
Maturity Date specified above, the sum of
DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provided for, and to pay interest on such principal amount from the
later of Z or the most recent interest payment date to which interest has been
paid or provided for until payment of such principal amount has been paid or provided for, at the
' Information to be inserted from Pricing Certificate.
t Information to be inserted from Pricing Certificate.
Exhibit C-1
4142-7759-90�03
per annum rate of interest specified above, computed on the basis of a 360- day year of twelve 30-
day months, such interest to be paid semiannually on April 15 and October 15 of each year,
commencing .3 All capitalized terms used herein but not defined shall have the
meaning assigned to them in the Ordinance (defined below).
The principal of this Bond shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Bond at the
corporate office in , (the "Designated Payment/Transfer Office"), of,
the initial Paying Agent/Registrar, or, with respect to a successor
Paying Agent/Registrar, at the Designated Payment/Transfer Office of such successor. Interest on
this Bond is payable by check dated as of the interest payment date, and mailed by the Paying
AgentlRegistrar to the registered owner at the address shown on the Register kept by the Paying
AgentlRegistrar, or by such other customary banking arrangements acceptable to the Paying
AgentlRegistrar and the registered owner; provided, however, such registered owner shall bear all
risk and expense of such other banking arrangement. For the purpose of the payment of interest
on this Bond, the registered owner shall be the person in whose name this Bond is registered at the
close of business on the "Record Date," which shall be the last Business Day of the month next
preceding an Interest Payment Date.
If the date for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, legal holiday or day on which banking institutions in the city where the Paying
AgentlRegistrar is located are required or authorized by law or executive order to close, the date
for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday or
day on which banking institutions are required or authorized to close and payment on such date
shall for all purposes be deemed to have been made on the original date payment was due.
This Bond is one of a series of fully registered bonds speciiied in the title hereof issued in
the aggregate principal amount of $ `� (herein referred to as the "Bonds"), issued
pursuant to the authority provided by Chapters 1207, 1371 and 1502, Texas Government Code, as
amended, and a certain ordinance of the City (the "Ordinance"), for the purposes of (i) refunding
the Refunded Obligations (as defined in the Ordinance), (iii) funding the reserve fund requirement
for the Bonds, and (iv) paying the costs of issuing the Bonds and refunding the Refunded
Obligations.s
The Bonds, together with certain outstanding parity lien revenue bonds of the City, are
secured by and payable solely from a first lien on and pledge of the Net Revenues of the System,
as provided or incorporated by reference in the Ordinance. The Bonds constitute special
obligations of the City payable solely from the sources and in the manner set forth herein and in
the Ordinance and not from any other revenues, funds or assets of the City.
'(nformation to be inserted from Pricing Certificate.
'[nformation to be inserted from Pricing Certificate.
5 Information to be inserted from Pricing Certificate.
Exhibit C-2
4142-77�9-9050 3
The City has reserved the right, subject to the restrictions stated or incorporated by
reference in the Ordinance, to issue additional parity revenue bonds that may be secured in the
same manner and on a parity with the Bonds and the Previously Issued Bonds.
[The City has reserved the option to redeem the Bonds maturing on or after April 15, 20 .
before their respective scheduled maturities in whole or in part on April 15, 20_, or on any date
thereafter, at a price equal to the principal amount of the Bonds so called for redemption plus
accrued interest to the date fixed for redemption. If less than all of the Bonds are to be redeemed,
the City shall determine the maturity or maturities and the amounts thereof to be redeemed and
shall direct the Paying Agent/Registrar to call by lot the Bonds, or portion thereof, within such
maturity and in such principal amounts, for redemption.]6
[Bonds maturing on April 15, 20_ (the "Term Bonds") are subject to mandatory sinking
fund redemption prior to their scheduled maturity, and will be redeemed by the City, in part at a
redemption price equal to the principal amount thereof, without premium, plus interest accrued to
the redemption date, on the dates and in the principal amounts shown in the following schedule:
Term Bonds Maturing April 15, 20
Redemption Date Principal Amount
April 15, 20_
April 15, 20
April 15, 20_ (maturity)
The Paying AgentlRegistrar will select by lot or by any other customary method that results
in a random selection the specific Term Bonds (or with respect to Term Bonds having a
denomination in excess of $5,000, each $5,000 portion thereo fl to be redeemed by mandatory
redemption. The principal amount of Term Bonds required to be redeemed on any redemption
date pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall be
reduced, at the option of the City, by the principal amount of any Term Bonds which, at least
45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the
City at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the
date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall
have been redeemed pursuant to the optional redemption provisions hereof and not previously
credited to a mandatory sinking fund redemption.]�
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than 30 days before the date fixed for redemption, to the registered owner of each
of the Bonds to be redeemed in whole or in part. Subject to the right of the City to give a
conditional notice of redemption with respect to an optional redemption, as described below, notice
having been so given, the Bonds or portions thereof designated for redemption shall become due
and payable on the redemption date specified in such notice; from and after such date,
'� Information to be inserted from Pricing Certificate.
' Insert mandatory sinking fund redemption provisions, if any, and revise as necessary to conform to the Pricing
Certificate.
Exhibit C-3
a ia2-��s9-9oso.3
notwithstanding that any of the Bonds or portions thereof so called for redemption shall not have
been surrendered for payment, interest on such Bonds or portions thereof shall cease to accrue.
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than thirty (30) days before the date fixed for redemption, to the registered owner
of each of the Bonds to be redeemed in whole or in part. In the Ordinance, the City reserves the
right in the case of an optional redemption to give notice of its election or direction to redeem
Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the
redemption is conditioned upon the deposit of moneys andlor authorized securities, in an amount
equal to the amount necessary to effect the redemption, with the Paying AgentlRegistrar, or such
other entity as may be authorized by law, no later than the redemption date or (ii) that the City
retains the right to rescind such notice at any time prior to the scheduled redemption date if the
City delivers a certificate of the City to the Paying AgentlRegistrar instructing the Paying
AgentlRegistrar to rescind the redemption notice, and such notice and redemption shall be of no
effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded.
The Paying AgentlRegistrar shall give prompt notice of any such rescission of a conditional notice
of redemption to the affected owners. Any Bonds subject to conditional redemption where
redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an
event of default. Further, in the case of a conditional redemption, the failure of the City to make
moneys and/or authorized securities available in part or in whole on or before the redemption date
shall not constitute an event of default.
As provided in the Ordinance and subject to certain limitations therein set forth, this Bond
is transferable upon surrender of this Bond for transfer at the Designated PaymendTransfer Office
of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable
to the Paying AgentlRegistrar; thereupon, one or more new fully registered Bonds of the same
stated maturity, of authorized denominations, bearing the same rate of interest, and for the same
aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Paying AgentlRegistrar shall be required to issue, transfer or
exchange any Bond called for redemption where such redemption is scheduled to occur within
45 calendar days of the transfer or exchange date; provided, however, such limitation shall not be
applicable to an exchange by the registered owner of the uncalled principal balance of a Bond.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided (except interest shall be paid to the person in whose name this Bond is registered on the
Record Date) and for all other purposes, whether or not this Bond be overdue, and neither the City
nor the Paying AgentlRegistrar, nor any such agent shall be affected by notice to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that this Bond has been duly and validly
issued and delivered; that all acts, conditions, and things required or proper to be performed, exist,
and be done precedent to or in the issuance and delivery of this Bond have been performed, existed,
and been done in accordance with law; that the Bonds do not exceed any constitutional or statutory
limitation; and that provision has been made for the payment of the principal of and interest on the
Bonds by irrevocably pledging the net revenues of the System, as hereinabove recited.
Exhibit C-4
4142-7759-90�0.3
The registered owner hereof shall never have the right to demand payment of this Bond out
of any funds raised or to be raised by taxation.
IN WITNESS WHEREOF, the City has caused this Bond to be executed in its name by the
manual or facsimile signature of the Mayor of the City and countersigned by the manual or
facsimile signature of the City Secretary, and the official seal of the City has been duly impressed
or placed in facsimile on this Bond.
Mayor, City of Lubbock, Texas
City Secretary, City of Lubbock, Texas
[SEAL]
Exhibit C-5
4142-77�9-90�0.3
(b) Form of Comptroller's Registration Certificate.
The following Comptroller's Registration Certificate may be deleted from the definitive
Bonds if such Certifcate on the initial Bond is fully executed.
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
OF THE STATE OF TEXAS §
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required by
law, that he finds that it has been issued in conformity with the Constitution and laws of the State
of Texas, and that it is a valid and binding special obligation of the City of Lubbock, Texas, payable
from the revenues pledged to its payment by and in the ordinance authorizing same and that said
bond has this day been registered by me.
Witness my hand and seal of office at Austin, Texas,
Comptroller of Public Accounts of the State
of Texas
[SEAL]
(c) Form of Certificate of Pavin� e� istrar.
The following Certificate of Paying AgentlRegistrar may be deleted from the Initial Bond
if the Comptroller's Registration Certificate appears thereon.
CERTIFICATE OF PAYING AGENTIREGISTRAR
It is hereby certified that this Bond has been issued under the provisions of the Ordinance
described on this Bond; and that this Bond has been issued in conversion of and exchange for or
replacement of a bond, bonds, or portion of a bond or bonds of an issue which was originally
approved by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas as shown in the records kept by the undersigned.
as Paying Agent/Registrar
By:
Authorized Representative
Dated:
Exhibit C-6
4142-7759-9050.3
(d) Form of Assignment.
ar
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print
typewrite name, address and Zip Code of transferee):
(Social
Security or other identifying number: } the within Bond and all rights hereunder and
hereby irrevocably constitutes and appoints attorney to transfer the within Bond on
the books kept for registration hereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed By:
Authorized Signatory
NOTICE: The signature on this Assignment
must correspond with the name of the
registered owner as it appears on the face of the
within Bond in every particular and must be
guaranteed in a manner acceptable to the
Paying AgentlRegistrar.
(e) The Initial Bond shall be in the form set forth in subsections (a), (b) and (d) of this
Section, except for the following alterations:
(1) immediately under the name of the Bond (which name shall be set forth in the
Pricing Certificate), the headings "INTEREST RATE" and "MATURITY
DATE" shal( be completed with the words "As shown below";
(2) in the first paragraph of the Bond, the words "on the Maturity Date specified
above" shall be deleted and the following will be inserted: "on April 15 in each
of the years, in the principal installments and bearing interest at the per annum
rates in accordance with the following schedule:
Year
Principal Installment
Interest Rate
(Information to be inserted from the Pricing Certificate)
(3) the Initial Bond shall be numbered T-1.
Exhibit C-7
� iaz-»s9-9oso 3
PRICING CERTIFICATE
City of Lubbock, Texas
Electric Li�ht and Power Svstem Revenue Refundin� Bonds, Series 2023
Re: $ City of Lubbock, Texas Electric Light and Power System Revenue
Refunding Bonds, Series 2023 (the "Bonds")
I, the undersigned officer of the City of Lubbock, Texas (the "City"), do hereby make and
execute this Pricing Certificate pursuant to an ordinance adopted by the City Council of the City
on August 9, 2022 (the "Ordinance") authorizing the issuance of the Bonds. Capitalized terms
used in this Pricing Certificate shall have the meanings given such terms in the Ordinance.
1. As authorized by Section 8.01 of the Ordinance, I have acted on behalf of the City
in selling the Bonds to the Underwriters pursuant to the terms of a purchase contract authorized
pursuant to Section 8.01 of the Ordinance, for the sum of $ (representing the
principal amount set forth above, plus a premium of $ and less an underwriter's
discount of $ j, and having the following terms, conditions and provisions, all as
authorized pursuant to Section 8.01 of the Ordinance:
A. The Bonds shall be issued in the aggregate principal amount set forth above, shall
be dated , 2023 (the "Bond Date"), shall be issued as Tax-Exempt Bonds, shall bear
interest from their date of delivery and shall mature on April 15 in the years and in the principal
amounts and bear interest, payable on April 15 and October 15 of each year, commencing April
15, 2023, at the rates set forth in the following schedule:
Principal Principal
Years Installments Interest Rates Years Installments Interest Rates
B. Optional Redemption. The Bonds maturing on and after April 15, [2032], are
subject to optional redemption, in whole or in part, on April I5, [2031], or on any date thereafter,
at a price equal to the principal amount of the Bonds so called for redemption plus accrued interest
to the date fixed for redemption.
a i s3a3a9-� i as. i
C. Mandatory Redemption. The Bonds maturing on April 15 in the years [20 ] and
[20� (collectively, the "Term Bonds") are subject to mandatory sinking fund redemption prior
to their scheduled maturity, and will be redeemed by the City, in part at a redemption price equal
to the principal amount thereof, without premium, plus interest accrued to the redemption date, on
the dates and in the principal amounts shown in the following schedule:
Term Bonds Maturin�pril 15, [20 1
Mandatory Redemption Principal Redemption
Date (April 15) Amount Price
* Final maturity
Term Bonds Maturin�pril 15, [20 1
Mandatory Redemption
Date (April 15) Principal Amount Redemption Price
* Final maturity
The Paying Agent/Registrar will select by lot or by any other customary method that results
in a random selection the specific Term Bonds (or with respect to Term Bonds having a
denomination in excess of $5,000, each $5,000 portion thereo fl to be redeemed by
mandatory redemption. The principal amount of Term Bonds required to be redeemed on
any redemption date pursuant to the foregoing mandatory sinking fund redemption
provisions hereof shall be reduced, at the option of the City, by the principal amount of any
Term Bonds which, at least 45 days prior to the mandatory sinking fund redemption date
(i) shall have been acquired by the City at a price not exceeding the principal amount of
such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the
Paying AgentlRegistrar for cancellation, or (ii) shall have been redeemed pursuant to the
optional redemption provisions hereof and not previously credited to a mandatory sinking
fund redemption.
D. In accordance with the parameters contained in Section 8.01 and Exhibit B of the
Ordinance, the undersigned does hereby find, certify and represent that the foregoing terms of the
Bonds satisfy the following requirements and parameters contained within such Section 8.01 and
Exhibit B:
2
a i s3-�3a9-� ias i
(i) the price to be paid for the Bonds is not less than 90% of the aggregate
principal amount of the Bonds;
(ii) the Bonds do not bear interest at a rate greater than the maximum rate
allowed by Chapter 1204, Texas Government Code, as amended;
(iii) the aggregate principal amount of the Bonds produces proceeds in an
amount suffcient to fund the purposes described in Section 3.01 of the Ordinance and such
aggregate principal amount does not exceed the maximum amount authorized in Section
3.01 of the Ordinance;
(iv) the final maturity for the Bonds does not exceed the maximum maturity of
twenty-one (21) years from their date of delivery; and
(v) the Bonds have been rated by a nationally recognized rating agency for
municipal securities in one of the four highest rating categories for long term obligations.
2. Proceeds of the Bonds shall be applied as follows:
3. After giving effect to the issuance of the Bonds, the [Reserve Requirement] is
$ , which is equal to the lesser of (i) the Average Annual Debt Service for all bonds
Outstanding and (ii) the maximum amount in a reasonably required reserve fund that can be
invested without restriction as to yield pursuant to Subsection (d) of section 148 of the Code and
regulations promulgated thereunder. Following the deposit contemplated in Section 2 above, if
any, the Reserve Portion of the Bond Fund will contain the Required Reserve.
4. The Bonds shall be issued substantially in the form attached hereto as Exhibit A.
5. ( j is hereby designated as the initial Paying
AgentlRegistrar for the Bonds.
6. A bond insurance policy will not be obtained for the Bonds.
7. The undersigned hereby finds that the terms and conditions of the sale of the Bonds
are in the best interest of the City and are the most advantageous reasonably available to the City.
9. Pursuant to Section 9.01(a) of the Ordinance, the City is not in default in connection
with any of the covenants, conditions or obligations contained in the ordinance authorizing the
Outstanding Previously Issued Bonds and all interest, sinking and reserve funds for such bonds
have been fully maintained in accordance with the provisions of said ordinances.
[Signature page followsJ
a i s3-�3a9a ias. i
Executed as of this
D. Koste ch
Chief Financial Officer
City of Lubbock, Texas
[Signatarre Page for Pricing Certificate for Electric Light and Potiver System Bonds]
EXHIBIT A
FORM OF THE BONDS
The form of the Bond, including the form of the Registration Certificate of the Comptroller
of Public Accounts of the State of Texas, the form of Certificate of the Paying Agent/Registrar and
the form of Assignment appearing on the Bonds, shall be generally as follows:
(a) Form of Bond.
REGISTERED
No.
United States of America
State of Texas
REGISTERED
$
County of Lubbock
CITY OF LUBBOCK, TEXAS
ELECTRIC LIGHT AND POWER SYSTEM REVENUE
REFLTNDING BONDS, SERIES 2023
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP NUMBER:
% , 20_ , 2023
The City of Lubbock (the "City"), in the County of Lubbock, State of Texas, for value
received, hereby promises to pay to
or registered assigns, but solely from the sources and in the manner hereinafter provided, on the
Maturity Date specified above, the sum of
DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provided for, and to pay interest on such principal amount from the
later of , 2023 or the most recent interest payment date to which interest has been paid
or provided for until payment of such principal amount has been paid or provided for, at the per
annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day
months, such interest to be paid semiannually on April 15 and October 15 of each year,
commencing [ �, 2023. All capitalized terms used herein but not defined shall have
the meaning assigned to them in the Ordinance (defined below).
The principal of this Bond shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Bond at the
corporate office in [ �, Texas (the "Designated PaymentlTransfer Office"), of
� l, the initial Paying Agent/Registrar, or, with respect to a successor Paying
A-1
a�s3-�3a9aias.i
AgendRegistrar, at the Designated PaymenUTransfer Office of such successor. Interest on this
Bond is payable by check dated as of the interest payment date, and mailed by the Paying
AgentlRegistrar to the registered owner at the address shown on the Register kept by the Paying
AgentlRegistrar, or by such other customary banking arrangements acceptable to the Paying
AgentlRegistrar and the registered owner; provided, however, such registered owner shall bear all
risk and expense of such other banking arrangement. For the purpose of the payment of interest
on this Bond, the registered owner shall be the person in whose name this Bond is registered at the
close of business on the "Record Date," which shall be the last Business Day of the month next
preceding an Interest Payment Date.
If the date for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, legal holiday or day on which banking institutions in the city where the Paying
AgentlRegistrar is located are required or authorized by law or executive order to close, the date
for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday or
day on which banking institutions are required or authorized to close and payment on such date
shall for all purposes be deemed to have been made on the original date payment was due.
This Bond is one of a series of fully registered bonds specified in the title hereof issued in
the aggregate principal amount of $ (herein referred to as the "Bonds"), issued
pursuant to the authority provided by Chapters 1371 and 1502, Texas Government Code, as
amended, and a certain ordinance of the City (the "`Ordinance"), for the purposes of (i) paying the
costs of acquiring, purchasing, constructing, improving, renovating, enlarging, and/or equipping
property, buildings, structures, facilities, andlor related infrastructure for the System, (ii) funding
the reserve fund requirement for the Bonds, and (iii) paying the costs of issuing the Bonds.
The Bonds, together with certain outstanding parity lien revenue bonds of the City, are
secured by and payable solely from a first lien on and pledge of the Net Revenues of the System,
as provided or incorporated by reference in the Ordinance. The Bonds constitute special
obligations of the City payable solely from the sources and in the manner set forth herein and in
the Ordinance and not from any other revenues, funds or assets of the City.
The City has reserved the right, subject to the restrictions stated or incorporated by
reference in the Ordinance, to issue additional parity revenue bonds that may be secured in the
same manner and on a parity with the Bonds and the Previously Issued Bonds.
The City has reserved the option to redeem the Bonds maturing on or after April 15, [2032].
before their respective scheduled maturities in whole or in part on April 15, [2031], or on any date
thereafter, at a price equal to the principal amount of the Bonds so called for redemption plus
accrued interest to the date fixed for redemption. If less than all of the Bonds are to be redeemed,
the City shall determine the maturity or maturities and the amounts thereof to be redeemed and
shall direct the Paying Agent/Registrar to call by lot the Bonds, or portion thereof, within such
maturity and in such principal amounts, for redemption.
4153-7349-7148.1
�
Bonds maturing on April 15 in the years [20_] and [20� (collectively, the "Term
Bonds") are subject to mandatory sinking fund redemption prior to their scheduled maturity, and
will be redeemed by the City, in part at a redemption price equal to the principal amount thereof,
without premium, plus interest accrued to the redemption date, on the dates and in the principal
amounts shown in the following schedule:
Term Bonds Maturin�pril 15. [20 1
Mandatory Redemption Principal Redemption
Date (April 15) Amount Price
* Final maturity
Term Bonds Maturin�pril 15, [20 1
Mandatory Redemption
Date (April 15) Principal Amount Redemption Price
* Final maturity
The Paying Agent/Registrar will select by lot or by any other customary method that results
in a random selection the specific Term Bonds (or with respect to Term Bonds having a
denomination in excess of $5,000, each $5,000 portion thereo fl to be redeemed by mandatory
redemption. The principal amount of Term Bonds required to be redeemed on any redemption
date pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall be
reduced, at the option of the City, by the principal amount of any Term Bonds which, at least
45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the
City at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the
date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall
have been redeemed pursuant to the optional redemption provisions hereof and not previously
credited to a mandatory sinking fund redemption.
3
au3-�3a9aias i
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than thirty (30) days before the date fixed for redemption, to the registered owner
of each of the Bonds to be redeemed in whole or in part. In the Ordinance, the City reserves the
right in the case of an optional redemption to give notice of its election or direction to redeem
Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the
redemption is conditioned upon the deposit of moneys andlor authorized securities, in an amount
equal to the amount necessary to effect the redemption, with the Paying AgentlRegistrar, or such
other entity as may be authorized by law, no later than the redemption date or (ii) that the City
retains the right to rescind such notice at any time prior to the scheduled redemption date if the
City delivers a certificate of the City to the Paying AgentlRegistrar instructing the Paying
AgentlRegistrar to rescind the redemption notice, and such notice and redemption shall be of no
effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded.
The Paying AgentlRegistrar shall give prompt notice of any such rescission of a conditional notice
of redemption to the affected owners. Any Bonds subject to conditional redemption where
redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an
event of default. Further, in the case of a conditional redemption, the failure of the City to make
moneys andlor authorized securities available in part or in whole on or before the redemption date
shall not constitute an event of default.
As provided in the Ordinance and subject to certain limitations therein set forth, this Bond
is transferable upon surrender of this Bond for transfer at the Designated PaymentlTransfer Office
of the Paying AgentlRegistrar with such endorsement or other evidence of transfer as is acceptable
to the Paying AgentlRegistrar; thereupon, one or more new fully registered Bonds of the same
stated maturity, of authorized denominations, bearing the same rate of interest, and for the same
aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Paying AgentlRegistrar shall be required to issue, transfer or
exchange any Bond called for redemption where such redemption is scheduled to occur within 45
calendar days of the transfer or exchange date; provided, however, such limitation shall not be
applicable to an exchange by the registered owner of the uncalled principal balance of a Bond.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided (except interest shall be paid to the person in whose name this Bond is registered on the
Record Date) and for all other purposes, whether or not this Bond be overdue, and neither the City
nor the Paying AgentlRegistrar, nor any such agent shall be affected by notice to the contrary.
It is hereby certified and recited that this Bond has been duly and validly issued and
delivered; that all acts, conditions, and things required or proper to be performed, exist, and be
done precedent to or in the issuance and delivery of this Bond have been performed, existed, and
been done in accordance with law; that the Bonds do not exceed any constitutional or statutory
limitation; and that provision has been made for the payment of the principal of and interest on the
Bonds by irrevocably pledging the net revenues of the System, as hereinabove recited.
The registered owner hereof shall never have the right to demand payment of this Bond out
of any funds raised or to be raised by taxation.
4
41�3-7349-7148 I
IN WITNESS WHEREOF, the City has caused this Bond to be executed in its name by the
manual or facsimile signature of the Mayor of the City and countersigned by the manual or
facsimile signature of the City Secretary, and the official seal of the City has been duly impressed
or placed in facsimile on this Bond.
Mayor, City of Lubbock, Texas
City Secretary, City of Lubbock, Texas
[SEAL]
(b) Form of Comptroller's Re�istration Certificate.
The following Comptroller's Registration Certificate may be deleted from the definitive
Bonds if such Certificate on the initial Bond is fully executed.
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
OF THE STATE OF TEXAS &
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required by
law, that he finds that it has been issued in conformity with the Constitution and laws of the State
of Texas, and that it is a valid and binding special obligation of the City of Lubbock, Texas, payable
from the revenues pledged to its payment by and in the ordinance authorizing same and that said
bond has this day been registered by me.
Witness my hand and seal of office at Austin, Texas,
Comptroller of Public Accounts of the State of
Texas
[SEAL]
4153-7349-7148. I
(c) Form of Certificate of Payin� en� tlRe is�.
The following Certificate of Paying AgentlRegistrar may be deleted from the Initial Bond
if the Comptroller's Registration Certificate appears thereon.
CERTIFICATE OF PAYING AGENTIREGISTRAR
It is hereby certified that this Bond has been issued under the provisions of the Ordinance
described on this Bond; and that this Bond has been issued in conversion of and exchange for or
replacement of a bond, bonds, or portion of a bond or bonds of an issue which was originally
approved by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas as shown in the records kept by the undersigned.
f l,
as Paying Agent/Registrar
Dated:
I�
Authorized Representative
(d) Form of Assi n�ment.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print
or typewrite name, address and Zip Code of
transferee):
(Social Security or other identifying number: } the within Bond and all rights
hereunder and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration hereof, with full power of
substitution in the premises.
Dated: NOTICE: The signature on this Assignment must
correspond with the name of the registered owner
Signature Guaranteed By: as it appears on the face of the within Bond in
every particular and must be guaranteed in a
manner acceptable to the Paying Agent/Registrar.
Authorized Signatory
6
4153-7349-7148. I
(e) The Initial Bond shall be in the form set forth in subsections (a), (b) and (d) of this
Section, except for the following alterations:
(i) immediately under the name of the Bond (which name shall be set forth in
the Pricing Certificate), the headings "INTEREST RATE" and "MATURITY DATE" shall
be completed with the words "As shown below" and the heading "CUSIP NUMBER" shall
be deleted;
(ii) in the first paragraph of the Bond, the words "on the Maturity Date specified
above, the sum of DOLLARS" shall be deleted and the following will
be inserted: "on April 15 in each of the years, in the principal installments and bearing
interest at the per annum rates in accordance with the following schedule:
Years Principal Installments Interest Rates
(Information to be inserted from the Pricing Certificate)
(iii) the Initial Bond shall be numbered T-1.
7
4153-7349-7148.1
GENERAL AND NO-LITIGATION 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, Electric Light and Power
System Revenue Refunding Bonds, Series 2023 (the "Bonds"). Capitalized terms used herein and
not otherwise defined shall have the meaning assigned thereto in the Ordinance (the "Ordinance"),
adopted by the City Council of the City, authorizing the issuance of the Bonds.
2. The City of Lubbock, Texas, is a duly incorporated Home Rule City with a
population greater than 50,000, and is operating and existing under the Constitution and laws of
the State of Texas and the duly adopted Home Rule Charter of the City. The Home Rule Charter
was last amended at an election held in the City on November 2, 2004.
The following are duly qualified and acting, elected or appointed officials of the
City of Lubbock, Texas:
Tray Payne, Mayor
Shelia Patterson Harris, Mayor Pro Tem
Christy Martinez-Garcia
Steve Massengale
Mark W. McBrayer
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 Net Revenues of the System are not pledged or encumbered to the payment of
any debt or obligation of the City or the System, except: (a) the Bonds, and (b) the Outstanding
Previously Issued Bonds (as defined in the Ordinance).
5. The debt service requirements for the Bonds and the Previously Issued Bonds are
set forth under "TABLE 8- SYSTEM REVENUE BOND DEBT SERVICE REOUIREMENTS"
included in "APPENDIX A— FINANCIAL INFORMATION REGARDING THE SYSTEM" to
the City's Official Statement prepared in connection with the issuance of the Bonds (the "Official
Statement"), and such table is incorporated herein by reference and is true and correct as of the
date hereof.
6. The revenues and expenses of the System are set forth under "TABLE 9-
CONDENSED STATEMENT OF OPERATIONS" included in "APPENDIX A— FINANCIAL
INFORMATION REGARDING THE SYSTEM" to the Official Statement, and such table is
incorporated herein by reference and is true and correct as of the date hereof.
7. The rates charged by the System for services provided are set forth under
"TABLE 12 - MONTHLY ELECTRIC RATES" included in "APPENDIX A— FINANCIAL
INFORMATION REGARDING THE SYSTEM" to the Official Statement, and such table is
incorporated herein by reference and is true and correct as of the date hereof.
aia3-saaz-iosz i
8. No litigation of any nature has been filed or is now pending or, to our knowledge,
threatened in any court to restrain the issuance or delivery of said Bonds, the collection of Net
Revenues to pay the principal of and interest on the Bonds or the pledge thereof or otherwise
affecting the provisions made for their payment or security, or in any manner questioning the
proceedings or authority concerning the issuance of said Bonds.
9. Neither the corporate existence nor the boundaries of the City, nor the title of its
present officers to their respective offices is being contested, and no authority or proceedings for
the issuance of said proposed Bonds have been repealed, revoked or rescinded.
10. The City is not in default in connection with any of the covenants, conditions or
obligations contained in the ordinance authorizing the Outstanding Previously Issued Bonds and
all interest, sinking and reserve funds for such bonds have been fully maintained in accordance
with the provisions of said ordinances.
11. The descriptions and statements of or pertaining to the City contained in the Official
Statement, and any addenda, supplement or amendment with respect to such descriptions or
statements thereto, on the date of such Official Statement, on the date of sale of the Bonds and on
the date of the delivery, were and are true and correct in all material respects.
12. Insofar as the City and its affairs, including its financial affairs, are concerned, such
Official Statement did not and does not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
13. Insofar as the descriptions and statements, including financial data, of or pertaining
to entities, other than the City, and their activities contained in such Official Statement are
concerned, such statements and data have been obtained from sources which the City believes to
be reliable and the City has no reason to believe that they are untrue in any material respect.
14. There has been no material adverse change in the financial condition and affairs of
the City since the date of the Offcial Statement.
15. With respect to the contracts executed in connection with the authorization and
issuance of the Bonds, all disclosure filings and acknowledgements required by Section 2252.908,
Texas Government Code, and the rules of the Texas Ethics Commission related to said provision,
have been made.
16. The undersigned Mayor and City Secretary officially executed and signed the
Bonds, including the Initial Bond delivered to the Underwriters (the ``Initial Bond"), by manual
signature or by causing facsimiles of our manual signatures to be imprinted or lithographed on
each of the Bonds, and we hereby adopt said facsimile signatures as our own, respectively, and
declare that said facsimile signatures constitute our signatures the same as if we had manually
signed each of the Bonds.
17. The Bonds, including the Initial Bond, are substantially in the form, and have been
duly executed and signed in the manner, prescribed in the Ordinance.
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4143-8482-10�2 I
18. At the time the undersigned Mayor and City Secretary so executed and signed the
Bonds, we were, and at the time of executing this certificate we are, the duly chosen, qualified,
and acting officers indicated therein and authorized to execute the same.
19. The Attorney General's office is authorized to date this Certificate as of the date of
approval of the Bonds in reliance upon the commitment of the undersigned to notify your office
immediately if any of the information contained herein ceases to be correct in all material respects.
20. We have caused the official seal of the City to be impressed, or printed, or copied
on each of the Bonds; and said seal on the Bonds has been duly adopted as, and is hereby declared
to be, the official seal of the City.
[EXECUTION PAGE FOLLOWS]
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a ia3-aasz-i osz, i
EXECUTED AND DELIVERED this
MANUAL SIGNATURE
STATE OF TEXAS
COUNTY OF LUBBOCK
§
§
§
OFFICIAL TITLE
City Secretary, City of Lubbock, Texas
,r;mnt,y Mayoard D�PK�
Before me, the undersigned authority, on this day personally appeared � City
Secretary, of the City of Lubbock, Texas, kno�vn 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 JV4y��y,j�� "`"�f,���
=���"Y``�� CARINA REYES
� Notary Public, State of Texas
s Notary ID# 13331645-5
14�► t�g� Expires 09•07-2025
Notary lic,
[n and for the State of T'e�cas
Signnt�u•e Pnge for Genernl ancl No-Litigation Ce��tificate
EXECUTED AND DELIVERED this
—_
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 V�y�r ��p�� .
r���"Y ° ¢ CARINA REYES
� Notary Public, State of Texas
Notary ID# 13331645-5
' - pires 09-07•2025
Notary Publi ,
In and for the State o exas
Signatirre Page for General and No-Litigation Certificate
EXECUTED AND DELIVERED this
MANUAL SIGNATURE OFFICIAL TITLE
� City Manager, City of Lubbock, Texas
STATE OF TEXAS S
§
COUNTY OF LUBBOCK 5
Before me, the undersigned authority, on this day personally appeared W. Jarrett Atkinson,
City Manager, of the City of Lubbock, Te�as, known to me to be such person �vho signed the
above and foregoing certificate in my presence and ackno�vledged 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 NOV4y�t�+C `'r.���3.
Notar}• Pu ' ,
In and for the State of Te�cas
�`�" °{� CARINA REYES
�4c 'Y� . �c, State of Texas
Notary I # 13331645-5
' My Commission Expires pg.07•2025
Signature Page for• Gener�rl nnd ,Vo-Litigation Certificate
PAYING AGENTIREGISTRAR AGREEMENT
between
CITY OF LUBBOCK, TEXAS
and
Pertaining to
City of Lubbock, Texas Electric Light and Power System
Revenue Refunding Bonds, Series 2023
Dated as of � �, 2023
ai3a-2�99-sas2 i
PAYING AGENT/REGISTRAR AGREEMENT
THIS PAYING AGENT/REGISTRAR AGREEMENT (the or this "Agreement"), dated as
of the date set forth on the cover page hereof, is by and between CITY OF LUBBOCK, TEXAS
(the "Issuer"), and L_ ](the "Bank"), a national banking association.
WHEREAS, the Issuer has duly authorized and provided for the issuance of the Bonds
(defned below) to be issued as registered securities without coupons; and
WHEREAS, all things necessary to make the Bonds the valid obligations of the Issuer, in
accordance with their terms, will be taken upon the issuance and delivery thereof, and
WHEREAS, the Issuer is desirous that the Bank act as the Paying Agent of the Issuer in
paying the principal, redemption premium, if any, and interest on the Bonds, in accordance with
the terms thereof, and that the Bank act as Registrar for the Bonds; and
WHEREAS, the Issuer has duly authorized the execution and delivery of this Agreement.
and all things necessary to make this Agreement the valid agreement of the Issuer, 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 REGISTRAR
Section 1.01. Appointment.
(a) The Issuer hereby appoints the Bank to act as Paying Agent with respect to the
Bonds in paying to the Owners of the Bonds the principal, redemption premium, if any, and interest
on all or any of the Bonds.
(b) The Issuer hereby appoints the Bank as Registrar with respect to the Bonds.
(c) The Bank hereby accepts its appointment, and agrees to act as, the Paying Agent
and Registrar.
Section 1.02. Compensation.
(a) As compensation for the Bank's services as Paying Agent/Registrar, the Issuer
hereby agrees to pay the Bank the fees and amounts set forth in Appendix A attached hereto for
the first year of this Agreement, or such part thereof as this Agreement shall be in effect, and
thereafter while this Agreement is in effect, the fees and amounts set forth in the Bank's current
fee schedule then in effect for services as Paying AgendRegistrar for municipalities, which shall
be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer,
and shall be effective upon the first day of the following Fiscal Year.
4134-2799-5452.1
(b) In addition, the Issuer agrees to reimburse the Bank upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Bank in accordance
with any of the provisions hereof, including the reasonable compensation and the expenses and
disbursements of its agents and counsel.
ARTICLE II
DEFINITIONS
Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires, the following terms have the following
meanings when used in this Agreement:
"Bank" means � �
"Bank Office" means the Bank's office in �`�, Texas. The Bank will notify
the Issuer in writing of any change in location of the Bank Office.
"Bond" or "Bonds" means, collectively, any or all of the City of Lubbock, Texas Electric
Light and Power System Revenue Refunding Bonds, Series 2023.
"Bond Ordinance" means the ordinance of the City Council of the Issuer authorizing the
issuance and delivery of the Bonds and, if applicable, the pricing certificate executed pursuant
thereto.
"Business Day" means any day which is not a Saturday, Sunday or legal holiday or day on
which banking institutions in New York, New York are required or authorized by law or executive
order to close.
"Financial Advisor" means RBC Capital Markets, LLC.
"Fiscal Year" means the 12-month period ending September 30th of each year.
"Issuer" means the City of Lubbock, Texas.
"Issuer Request" and "Issuer Order" means a written request or order signed in the name
of the Issuer by the Mayor of the Issuer, or any other authorized representative of the Issuer and
delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized by applicable
law to be closed.
"Owner" means the Person in whose name a Bond is registered in the Register.
"Paying Agent" means the Bank when it is performing the functions associated with the
terms in this Agreement.
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4134-2799-54�2.1
"Person" means any individual, corporation, partnership, joint venture, association, joint
stock company, trust, unincorporated organization, or government or any agency or political
subdivision of a government.
"Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or
a portion of the same obligation as that evidenced by such particular Bond (and, for the purposes
of this definition, any Bond registered and delivered under Section 4.06 in lieu of a mutilated, lost,
destroyed or stolen Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed or stolen Bond).
"Record Date" means the last Business Day of the month next preceding an interest
payment date established by the Bond Ordinance.
"Register" means a register in which the Issuer shall provide for the registration and
transfer of Bonds.
"Responsible Officer" when used with respect to the Bank means the Chairman or Vice
Chairman of the Board of Directors, the Chairman or Vice Chairman of the Executive Committee
of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary,
the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar
to those performed by any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
"Stated Maturity" means the date or dates specified in the Bond Ordinance as the fixed
date on which the principal of the Bonds is due and payable or the date fixed in accordance with
the terms of the Bond Ordinance for redemption of the Bonds, or any portion thereof, prior to the
fixed maturity date.
ARTICLE III
PAYING AGENT
Section 3.01. Duties of Payin�gent.
(a) The Bank, as Paying Agent and on behalf of the Issuer, shall pay to the Owner, at
the Stated Maturity and upon the surrender of the Bond or Bonds so maturing at the Bank Office,
the principal amount of the Bond or Bonds then maturing, and redemption premium, if any,
provided that the Bank shall have been provided by or on behalf of the Issuer adequate funds to
make such payment.
(b) The Bank, as Paying Agent and on behalf of the Issuer, shall pay interest when due
on the Bonds to each Owner of the Bonds (or their Predecessor Bonds) as shown in the Register
at the close of business on the Record Date, provided that the Bank shall have been provided by
or on behalf of the Issuer adequate funds to make such payments; such payments shall be made by
computing the amount of interest to be paid each Owner, preparing the checks, and mailing the
4134-2799-�452 I
checks on each interest payment date addressed to each Owner's address as it appears in the
Register on the Record Date.
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of, redemption premium, if any, and interest on the Bonds at the dates specified in the Bond
Ordinance.
Section 3.03. Mer�er, Conversion, Consolidation, or Succession. Any corporation into
which the Paying Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion, or consolidation to which the Paying Agent
shall be a party, or any corporation succeeding to all or substantially all of the corporate trust
business of the Paying Agent shall be the successor of the Paying Agent hereunder without the
execution or filing of any paper or any further act on the part of either of the parties hereto.
ARTICLE IV
REGISTRAR
Section 4.01. Transfer and Exchan�e.
(a) The Issuer shall keep the Register at the Bank Office, and subject to such reasonable
written regulations as the Issuer may prescribe, which regulations shall be furnished to the Bank
herewith or subsequent hereto by Issuer Order, the Issuer shall provide for the registration and
transfer of the Bonds. The Bank is hereby appointed "Registrar" for the purpose of registering and
transferring the Bonds as herein provided. The Bank agrees to maintain the Register while it is
Registrar. The Bank agrees to at all times maintain a copy of the Register at its office located in
the State of Texas.
(b) The Bank as Registrar hereby agrees that at any time while any Bond is outstanding,
the Owner may deliver such Bond to the Registrar for transfer or exchange, accompanied by
instructions from the Owner, or the duly authorized designee of the Owner, designating the
persons, the maturities, and the principal amounts to and in which such Bond is to be transferred
and the addresses of such persons; the Registrar shall thereupon, within not more than three
(3) business days, register and deliver such Bond or Bonds as provided in such instructions. The
provisions of the Bond Ordinance shall control the procedures for transfer or exchange set forth
herein to the extent such procedures are in conflict with the provisions of the Bond Ordinance.
(c) Every Bond surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed in a
manner satisfactory to the Bank, duly executed by the Owner thereof or his attorney duly
authorized in writing.
(d) The Bank may request any supporting documentation it feels necessary to effect a
re-registration.
Section 4.02. The Bonds. The Issuer shall provide an adequate inventory of unregistered
Bonds to facilitate transfers. The Bank covenants that it will maintain the unregistered Bonds in
safekeeping and will use reasonable care in maintaining such unregistered Bonds in safekeeping,
4
ai3a-z�99-sas2 i
which shall be not less than the care it maintains for debt securities of other governments or
corporations for which it serves as registrar, or which it maintains for its own securities.
Section 4.03. Form of Re ig ster.
(a) The Bank as Registrar will maintain the records of the Register in accordance with
the Bank's general practices and procedures in effect from time to time. The Bank shall not be
obligated to maintain such Register in any form other than a form which the Bank has currently
available and currently utilizes at the time.
(b) The Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04. List of Owners.
(a) The Bank will provide the Issuer at any time requested by the Issuer, upon payment
of the cost, if any, of reproduction, a copy of the information contained in the Register. The Issuer
may also inspect the information in the Register at any time the Bank is customarily open for
business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to
convert the information into written form.
(b) The Bank will not release or disclose the content of the Register to any person other
than to, or at the written request of, an authorized offcer or employee of the Issuer, except upon
receipt of a subpoena or court order or as otherwise required by law. Upon receipt of a subpoena
or court order the Bank will notify the Issuer so that the Issuer may contest the subpoena or court
order.
Section 4.05. Cancellation of Bonds. All Bonds surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it
and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already cancelled, shall
be promptly cancelled by the Bank. The Issuer may at any time deliver to the Bank for cancellation
any Bonds previously certified or registered and delivered which the Issuer may have acquired in
any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bank. All
cancelled Bonds held by the Bank shall be disposed of pursuant to the Securities Exchange Act of
1934, as amended.
Section 4.06. Mutilated, Destroved, Lost, or Stolen Bonds.
(a) Subject to the provisions of this Section 4.06, the Issuer hereby instructs the Bank
to deliver fully registered Bonds in exchange for or in lieu of mutilated, destroyed, lost, or stolen
Bonds as long as the same does not result in an over-issuance.
(b) If (i) any mutilated Bond is surrendered to the Bank, or the Issuer and the Bank
receives evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (ii) there
is delivered to the Issuer and the Bank such security or indemnity as may be required by the Bank
to save and hold each of them harmless, then in the absence of notice to the Issuer or the Bank that
such Bond has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its
request the Bank shall register and deliver, in exchange for or in lieu of any such mutilated.
5
4134-2799-5452 I
destroyed, lost, or stolen Bond, a new Bond of the same stated maturity and of like tenor and
principal amount bearing a number not contemporaneously outstanding.
(c) Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed,
lost, or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or
not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of the Bond Ordinance equally and ratably with all other
outstanding Bonds.
(d) Upon the satisfaction of the Bank and the Issuer that a Bond has been mutilated,
destroyed, lost, or stolen, and upon receipt by the Bank and the Issuer of such indemnity or security
as they may require, the Bank shall cancel the Bond number on the Bond registered with a notation
in the Register that said Bond has been mutilated, destroyed, lost, or stolen; and a new Bond shall
be issued of the same series and of like tenor and principal amount bearing a number, according
to the Register, not contemporaneously outstanding.
(e) The Bank may charge the Owner the Bank's fees and expenses in connection with
issuing a new Bond in lieu of or exchange for a mutilated, destroyed, lost, or stolen Bond.
(� The Issuer hereby accepts the Bank's current blanket bond for lost, stolen, or
destroyed Bonds and any future substitute blanket bond for lost, stolen, or destroyed Bonds that
the Bank may arrange, and agrees that the coverage under any such blanket bond is acceptable to
it and meets the Issuer's requirements as to security or indemnity. The Bank need not notify the
Issuer of any changes in the security or other company giving such bond or the terms of any such
bond, provided that the amount of such bond is not reduced below the amount of the bond on the
date of execution of this Agreement. The blanket bond then utilized by the Bank for lost, stolen,
or destroyed Bonds by the Bank is available for inspection by the Issuer on request.
Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time
after receipt of written request from the Issuer, furnish the Issuer information as to the Bonds it
has paid pursuant to Section 3.01; Bonds it has delivered upon the transfer or exchange of any
Bonds pursuant to Section 4.01; and Bonds it has delivered in exchange for or in lieu of mutilated,
destroyed, lost, or stolen Bonds pursuant to Section 4.06 of this Agreement.
ARTICLE V
THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein
and in accordance with the Bond Ordinance and agrees to use reasonable care in the performance
thereof. The Bank hereby agrees to use the funds deposited with it for payment of the principal
of, redemption premium, if any, and interest on the Bonds to pay the Bonds as the same shall
become due and further agrees to establish and maintain all accounts and funds as may be required
for the Bank to function as Paying Agent.
6
a i 3a-z�99-sasz. i
Section 5.02. Reliance on Documents. Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any ordinance, resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, certificate, note, security, or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties. Without limiting the
generality of the foregoing statement, the Bank need not examine the ownership of any Bonds, but
is protected in acting upon receipt of Bonds containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Owner or an attorney-in-fact of
the Owner. The Bank shall not be bound to make any investigation into the facts or matters stated
in an ordinance, resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, certificate, note, security, or other paper or document supplied by Issuer.
(e) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Bonds in the manner disclosed in the closing memorandum as prepared by the
Issuer's Financial Advisor or other agent. The Bank may act on a facsimile or e-mail transmission
of the closing memorandum acknowledged by the Financial Advisor or the Issuer as the final
closing memorandum. The Bank shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Bank's reliance upon, and compliance with such instructions.
(fl The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(g) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer.
(a) The recitals contained herein and in the Bonds shall be taken as the statements of
the Issuer, and the Bank assumes no responsibility for their correctness.
(b) The Bank shall in no event be liable to the Issuer, any Owner or Owners, or any
other Person for any amount due on any Bond except as otherwise expressly provided herein with
respect to the liability of the Bank for its duties under this Agreement.
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a i 3a-z�99-sas2. i
Section 5.04. Mav Hold Bonds. The Bank, in its individual or any other capacity, may
become the Owner or pledgee of Bonds and may otherwise deal with the Issuer with the same
rights it would have if it were not the Paying AgentlRegistrar, or any other agent.
Section 5.05. Mone�Held bv Bank.
(a) Money held by the Bank hereunder need not be segregated from any other funds
provided appropriate accounts are maintained.
(b) The Bank shall be under no liability for interest on any money received by it
hereunder.
(c) Subject to the provisions of Title 6, Texas Property Code, as amended, any money
deposited with the Bank for the payment of the principal, redemption premium, if any, or interest
on any Bond and remaining unclaimed for three years after final maturity of the Bond has become
due and payable will be paid by the Bank to the Issuer, and the Owner of such Bond shall thereafter
look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies
shall thereupon cease.
(d) The Bank will comply with the reporting requirements of Chapter 74 of the Texas
Property Code, as amended.
(e) The Bank shall deposit any moneys received from the Issuer into a trust account to
be held in a paying agent capacity for the payment of the Bonds, with such moneys in the account
that exceed the deposit insurance, available to the Issuer, provided by the Federal Deposit
Insurance Corporation to be fully collateralized with securities or obligations that are eligible under
the laws of the State of Texas and to the extent practicable under the laws of the United States of
America to secure and be pledged as collateral for trust accounts until the principal and interest on
the Bonds have been presented for payment and paid to the owner thereof. Payments made from
such trust account shall be made by check drawn on such trust account unless the owner of such
Bonds shall, at its own expense and risk, request such other medium of payment.
Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank, its officers, directors, employees, and agents for, and hold them harmless
against, any loss, liability, or expense incurred without negligence or bad faith on their part arising
out of or in connection with its acceptance or administration of the Bank's duties hereunder, and
under Article V of the Bond Ordinance, including the cost and expense (including its counsel fees)
of defending itself against any claim or liability in connection with the exercise or performance of
any of its powers or duties under this Agreement.
Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demands or controversy over its persons as well as funds on
deposit in a court of competent jurisdiction within the State of Texas; waive personal service of
any process; and agree that service of process by certified or registered mail, return receipt
requested, to the address set forth in this Agreement shall constitute adequate service. The Issuer
and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of
competent jurisdiction within the State of Texas to determine the rights of any person claiming
any interest herein.
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4134-2799-�4�2 I
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereof.
Section 6.02. Assi n� ment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown
below:
(a) if to the Issuer: City of Lubbock, Texas
1314 Avenue K
Lubbock, TX 79401
Attention: Chief Financial Officer
if to the Bank:
Section 6.04. Effect of Headin�s. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer
shall bind its successors and assigns, whether so expressed or not.
Section 6.06. Separability. If any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07. Benefts 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 6.08. Entire A�reement. This Agreement and the Bond Ordinance constitute the
entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar,
and if any conflict exists between this Agreement and the Bond Ordinance, the Bond Ordinance
shall govern.
Section 6.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same Agreement.
4134-2799-�4�2 I
Section 6.10. Termination.
(a) This Agreement will terminate on the date of final payment by the Bank issuing its
checks for the final payment of principal, redemption premium, if any, and interest of the Bonds.
(b) This Agreement may be earlier terminated upon sixty (60) days written notice by
either party; provided, that, no termination shall be effective until a successor has been appointed
by the Issuer and has accepted the duties imposed by this Agreement. A resigning Paying
AgentlRegistrar may petition any court of competent jurisdiction for the appointment of a
successor Paying AgentlRegistrar if an instrument of acceptance by a successor Paying
AgentlRegistrar has not been delivered to the resigning Paying AgentlRegistrar within sixty
(60) days after the giving of notice of resignation.
(c) The provisions of Section 1.02 and of Article Five shall survive and remain in full
force and effect following the termination of this Agreement.
Section 6.11. Com�liance with Le�islative Matters. 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.
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.
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 2271, Texas Government Code and
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 will be less than
$100,000.
Section 6.12. Governin� Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
[Signatzrre Page to Follow]
10
4134-2799-54�2. I
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
CITY OF LUBBOCK, TEXAS
By:
� �
- Mayor
ATTEST
. /
� � _,�.,.
�',
�Sig�rnture page for Paying Agent/Registrnr Agreenteirt jor Electric Liglrt nnd Power Systenr Bo�tds�
4134-2799-5452 I
By:
Title:
(Signnlure pnge for Paying AgendRegistrar Agreeme�rt for Elect�ic Liglet nird Power Syslenr Bonds�
ai3a-z�99-sasz i
APPENDIX A
SCHEDULE OF FEES FOR SERVICE AS PAYING AGENT/REGISTRAR
[AttachedJ
a i3a-z�99-sasz. 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 Electric Light and Power System Revenue Refunding
Bonds, Series 2023 (the "Bonds")
Ladies and Gentlemen:
The captioned Bonds are being sent to the Office of the Attorney General, and it is
requested that such office examine and approve the Bonds in accordance with law. After such
approval, it is requested that the Attorney General deliver the Bonds to the Comptroller of Public
Accounts for registration.
Enclosed with the Bonds is a signed but undated copy of the GENERAL AND NO-
LITIGATION CERTIFICATE (the "Certificate") relating to the Bonds. The Attorney General is
authorized to date the Certificate concurrently with the date of approval of the Bonds. If any
litigation or contest should develop pertaining to the Bonds or any other matters covered by said
Certificate, the undersigned will notify the Attorney General thereof immediately by telephone.
The Comptroller is requested to register the Bonds as required by law and the
proceedings authorizing the Bonds. After such registration, the Comptroller is requested to
deliver the Bonds, together with three copies of each of the Attorney General's Approving
Opinion and Comptroller's Certificate for the Bonds, to Taylor Raymond, Orrick, Herrington &
Sutcliffe, LLP, 300 West 6`" Street, Suite 1850, Austin, Texas 78701.
[Signature page followsJ
CITY OF LUBBOCK, TEXAS
By:
ayor
Signature Page
Attorney GenerallComptroller Letter
ADDITIONAL BONDS CERTIFICATE
This certificate relates to the City of Lubbock, Texas Electric Light and Power System
Revenue Refunding Bonds, Series 2023 (the "Bonds"), and is executed as of the closing date for
such Bonds. Capitalized terms used herein and not otherwise defined shall have the meaning
assigned thereto in the Ordinance (the "Ordinance"), adopted by the City Council of the City,
authorizing the issuance of the Bonds.
Pursuant to Section 9.01(a) of the Ordinance, I, the undersigned Chief Financial Officer of
the City of Lubbock, Texas (the "City"), do hereby certify that the City is not in default in
connection with any of the covenants, conditions or obligations contained in the ordinance
authorizing the Outstanding Previously Issued Bonds and all interest, sinking and reserve funds
for such bonds have been fully maintained in accordance with the provisions of said ordinances.
�Signattrre page follotivsJ
aias-36io-i9aa i
�
�����
�'� • -
�
City of Lubbock, Texas
Signature Page
Additional Bonds Certificate
4148-3610-1948 I
CERTIFICATE PURSUANT TO PURCHASE CONTRACT
The undersigned official of the City of Lubbock, Texas (the "City"), acting in my official
capacity described below, on this , 2023 (the "Closing Date") and in connection with
the issuance and delivery by the City of its Electric Light and Power System Revenue Refunding
Bonds, Series 2023 (the "Securities"), hereby certify that:
1. This certificate is delivered pursuant to the Purchase Contract relating to the
Securities, dated , 2023 (the "Purchase Contract"), between the City and [Jefferies
LLC, Raymond James & Associates, Inc., and Siebert Williams Shank & Co., LLC] (collectively,
the "Underwriters"). Capitalized words used herein as defined terms and not otherwise defined
herein have the respective meanings assigned to them in the Purchase Contract.
2. The representations and warranties of the City contained in the Purchase Contract
are true and correct in all material respects on and as of the date hereof as though made on and as
of the date hereof.
3. Except to the extent disclosed in the Official Statement, no litigation is pending or,
to my knowledge, threatened in any court to restrain or enjoin the issuance or delivery of the
Securities, or the collection or application of Pledged Revenues pledged or to be pledged to pay
the principal of and interest on the Securities, or the pledge thereof, or to restrain or enjoin the City
from setting the rates and charges generating the Pledged Revenues securing the payment of the
Securities, or in any way contesting or affecting the validity of the Securities or the City
Documents, or contesting the powers of the City or the authorization of the Securities or the City
Documents, or contesting in any way the accuracy, completeness or fairness of the Official
Statement.
4. To the best of my knowledge, no event affecting the City has occurred since the
date of the Official Statement that should be disclosed in the Official Statement for the purpose for
which it is to be used or that it is necessary to disclose therein in order to make the statements and
information therein not misleading in any material respect.
5. There has not been any material and adverse change in the affairs or financial
condition of the City or the System since September 30, 2022, the latest date as to which audited
financial information is available.
[Execution Page Follows.]
4131-62�0-9116 I
DATED as of the Closing Date.
CA.�• �
City nager
City of Lubbock, Texas
Signatzrre Page for Certifccate Parrstrant to Parrchase Contract
4 I 3 I-6250-9 I I 6. I
CERTIFICATE OF GENERAL COUNSEL
REGARDING SETTLEMENT AGREEMENT
The undersigned, Carolyn Shellman, Interim General Counsel for Lubbock Power & Light
("LP&L"), the municipally owned electric utility of the City of Lubbock, Texas (the "City"), does
hereby certify the following information:
1. This certificate relates to the City of Lubbock, Texas, Electric Light and Power
System Revenue Refunding Bonds, Series 2023 (the "Bonds").
2. LP&L is the municipally owned etectric utility of the City.
3. LP&L and Southwestern Public Service Company, a New Mexico corporation
("SPS"), entered into that certain Master Power Purchase and Sale Agreement dated as of
November 12, 2009 (the "Master Agreement"), and that certain Transaction Agreement of the
same date entered into under the Master Agreement (the "Transaction Agreement", and together
with the Master Agreement and any other transactions entered into under the Master Agreement,
the "Power Purchase Agreement"), pursuant to which LP&L agreed to purchase 170 megawatts of
Partial Requirements Power Service, as defined in the Transaction Agreement, from SPS. LP&L
and SPS entered into that certain Letter Agreement entitled "Letter Agreement between SPS and
LP&L re Future Costs under SPP NITSAs", dated March 21, 2017 (the "Transmission Letter
Agreement"), related to transmission charges allocable to LP&L in connection with the Power
Purchase Agreement.
4. As a result of LP&L's transfer and integration of its load from the electric
transmission system and market operated by the Southwest Power Pool, Inc. (such transmission
system and market, "SPP") to the electric transmission system and market operated by the Electric
Reliability Council of Texas, Inc. (such transmission system and market, "ERCOT"), LP&L will
no longer need the Partial Requirements Power Service being provided under the Power Purchase
Agreement; therefore, LP&L's payment obligations under the Power Purchase Agreement
(including the obligations under the Transmission Letter Agreement related thereto) will be
stranded costs of LP&L.
5. LP&L and SPS entered into the Settlement Agreement dated as of May 27, 2021
(the "LP&L Settlement Agreement"), attached hereto as Exhibit A, whereby such parties agreed
to terminate the Power Purchase Agreement and the Transmission Letter Agreement and to certain
terms and provisions related thereto, including the amount to be paid by LP&L to SPS in
connection with termination of the Power Purchase Agreement and the Transmission Letter
Agreement (the "Termination Payment").
6. Proceeds of the Bonds will be used to pay the Termination Payment.
7. As set forth therein, the LP&L Settlement Agreement shall not become effective
until such agreement is approved by the Public Utility Commission of Texas (the "PUCT") and
the Federal Energy Regulatory Commission ("FERC").
8. On March 22, 2023, the PUCT issued an Order (the "PUCT Order"), attached
hereto as Exhibit B, approving the LP&L Settlement Agreement and authorizing LP&L to
4147-3452-2955.2
integrate the Remaining Load (as defined in the LP&L Settlement Agreement) into ERCOT,
subject to FERC accepting and approving the LP&L Settlement Agreement.
9. On April 21, 2023, FERC issued an Order (the "Initial FERC Order"), attached
hereto as Exhibit C, accepting the LP&L Settlement Agreement for filing, and suspending such
acceptance for a nominal period, subject to refund, and establishing a hearing and settlement judge
procedures.
10. In accordance with the Initial FERC Order, settlement conferences were held and,
as a result of such conferences, LP&L, SPS, Golden Spread Electric Cooperative, Inc., Central
Valley Electric Cooperative, Inc., Farmers' Electric Cooperative, Inc., Lea County Electric
Cooperative, Inc., and Roosevelt County Electric Cooperative, Inc. filed an uncontested Offer of
Settlement and Settlement Agreement (the "Offer of Settlement"), attached hereto as Exhibit D,
with FERC to resolve all issues set for hearing and settlement judge procedures in the Initial FERC
Order, subject to acceptance by FERC.
11. On September 28, 2023, FERC issued a reply to the Offer of Settlement (the "FERC
Reply" and, together with the Initial FERC Order, the "FERC Order"), attached hereto as Exhibit
E, resolving all issues set for hearing and settlement judge procedures in the Initial FERC Order
and approving the Offer of Settlement.
12. As of April 17, 2023, the PUCT Order is final, incontestable, and not subject to
further appeal.
13. As of October 30, 2023, the FERC Order is final, incontestable, and not subject to
further appeal.
DA'
� � , .���C.e-��r1LQ,��
Interim G ral Counsel
Lubbock Power & Light
4 147-3452-295 5 2
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 to the United States Department of the Treasury and to comply with all other requirements
conta��s Tax Certificate shall survive defeasance of the Bonds.
Dated
CITY OF LUBBOCK, TEXAS
By:
Blu ostelic�r,
Chief Financial Officer
.`�l
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
b
Page 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 governmental 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 ►(M M/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)(II I) (smail 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 estabiished 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 ►(M M/DD/YYYI�
Under penakies of pery'ury, I declare that I have examin ules and statements, and to the best of my knowledge
Signature and belief, they are true, correct, and complete. I fu losure of the issuer's retum information, as necessary to
process this retum, to the person that I have aut
and 2f --
COIlSe11t � '` �� Blu Kostelich, Chief Financial Officer
Paid
Preparer
Use Only
of
PrinUfype preparer's name
Cathleen Chang
Firm's name ► O��iCk, H
Firm'saddress► 609 Main
Preparer's signature
�n & Sutcliffe LLP
40th Floor, Houston, Texas 77002
� Type or print name and title
Date Check ❑ ,f P71N
self-emp�oyed p02005715
Firm's EIN ► 94-2952627
Pnone no. 713-658-6772
Form ��-Ci (Rev. 10-2021)
4141-3193-8891