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HomeMy WebLinkAboutResolution - 2023-R0568 - Designate BOKF NA As Paying Agent/Registrar, Outstanding Public Securities - 12/05/2023MINUTES AND CERTIFICATION PERTAINING TO PASSAGE OF A K� SOLUTION STATE OF TEXAS § COUNTY OF LUBBOCK § CITY OF LUBBOCK § On the Sth day of December, 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 Np ,] thus constituting a quorum. Whereupon, among other business, a written Resolution bearing the following caption was introduced: �t� SOLUTION DESIGNATING BOKF, NA AS PAYING AGENT/REGISTRAR FOR CERTAIN OF THE CITY OF LUBBOCK'S OUTSTANDING PUBLIC SECURITIES The Resolution, 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 Resolution be passed and adopted. The Presiding Officer put the motion to a vote of the members of the City Council, and the Resolution was passed and adopted by the following vote: AYES: Z NOES: Q ABSTENTIONS: 0 4166- I 170-0653. I MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT, and to correctly reflect the duly constituted officers and members of the City Council of said City, and the attached and following copy of said Resolution is hereby certifed 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 Sth day of December, 2023. ' y ecretary City of Lubbock, Texas [SEAL] 4166-I 170�653.1 Resolution No. 2023-R0568 Item No. 5.1 December 5, 2023 RESOLUTION DESIGNATING BOKF, NA AS PAYING AGENT/REGISTRAR FOR CERTAIN OF THE CITY OF LUBBOCK'S OUTSTANDING PUBLIC SECURITIES W�iEREAS, the City Council of the City of Lubbock, Texas (the "City") finds and determines that it is necessary and in the best interests of the City to appoint BOKF, NA ("BOKF") as paying agent/registrar for its outstanding public securities listed under "Name of Issue" on Exhibit A attached hereto; and W� �ER�:AS, the City has previously entered into the Paying Agent/Registrar Agreements identified on Exhibit A attached hereto (collectively, the "Agreements") with The Bank of New York Mellon Trust Company, N.A. ("BNYM"); and ❑VHEREAS, pursuant to the Agreements, the City may terminate the Agreements by providing sixty (60) days' written notice to BNYM, which termination shall not be effective until a successor paying agenbregistrar has been appointed by the City and accepted the duties imposed by the Agreements. NOW, THEREFORE, BE IT RESOLVED AND ORi]ERED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK, TEXAS: Section 1. BOKF is hereby appointed as the paying agent/registrar for the City's outstanding public securities, and the Agreements with BNYM shall be terminated in accordance with their terms. Section 2. The Paying Agent/Registrar Agreement by and between the City and BOKF, in substantially the form attached hereto as Exhibit B, is hereby approved and the Mayor is hereby authorized and directed to execute said agreement and the City Secretary is authorized to attest to same. Section 3. The Mayor, City Manager and Chief Financial Officer of the City, and other appropriate officials of the City are hereby authorized and directed to take any and all actions on behalf of the City necessary or convenient to carry out or assist in carrying out the purposes of the Resolution, including providing notice of termination to BNYM in accordance with the Agreements. Section 3. This Resolution shall be effective immediately upon its adoption. [Signature page follows] 4159-0699-6045.2 PRESENTED, FINALLY PASSED AND, APPROVED AND EFFECTIVE on this Sth day of December, 2023. [SEAL] APPROVED AS TO CONTENT: By: � D. ,U K TELICH, 'nancial Officer APPROVED AS TO FORM: By: r JERRY V. KYLE, ., Bond Counsel Exhibit A— Schedule of Paying AgentlRegistrar Agreements [Signature Page to Resolution] 4159-0699-6045.2 EXHIBTT A SCHEDULE OF PAYING AGENT/REGISTRAR AGREEMENTS Date of Name of Issue A reement 04-10-2014 Electric Li ht and Power S stem Revenue Bonds, Series 2014 03-26-2015 Electric Li ht and Power S stem Revenue Bonds, Series 2015 04-OS-2016 Electric Li ht and Power S stem Revenue Bonds, Series 2016 08-03-2017 Electric Li ht and Power S stem Revenue Bonds, Series 2017 08-0 l-2018 Electric Li ht and Power S stem Revenue Bonds, Series 20l 8 08-]0-2021 Electric Li ht and Power S stem Revenue Bonds, Series 2021 08-09-2022 Electric Li ht and Power S stem Revenue Bonds, Series 2022 02-25-2019 Water and Wastewater S stem Revenue Im rovement and Refundin Bonds, Series 2019A 10-08-2019 Water and Wastewater S stem Revenue Refundin Bonds, Taxable Series 2019B OS-13-2020 Water and Wastewater S stem Revenue Bonds, Series 2020A 11-19-2020 Water and Wastewater S stem Revenue Refundin Bonds, Series 2020B 11-19-2020 Water and Wastewater S stem Revenue Refundin Bonds, Taxable Series 2020C 01-19-2021 Water and Wastewater S stem Revenue Bonds, Series 2021 04-12-2022 Water and Wastewater S stem Revenue Bonds, Series 2022 02-28-2023 Water and Wastewater S stem Revenue Bonds, Series 2023 04-10-2014 Tax and Waterworks S stem Su lus Revenue Certificates of Obli ation, Series 2014 04-10-2014 General Obli ation Refundin Bonds, Series 2014 03-26-2015 Tax and Waterworks S stem Su lus Revenue Certificates of Obli ation, Series 2015 03-26-2015 General Obli ation Refundin Bonds, Series 2015 03-26-2015 General Obli ation Refundin Bonds, Taxable Series 2015 04-06-2016 Tax and Waterworks S stem Su lus Revenue Certificates of Obli ation, Series 2016 04-06-2016 General Obli ation Refundin Bonds, Series 2016 10-17-2016 General Obli ation Refundin Bonds, Series 2016A 04-04-2017 Tax and Waterworks S stem Su lus Revenue Certificates of Obli ation, Series 2017A 04-04-2018 General Obli ation Refundin Bonds, Series 2018 04-04-2018 Tax and Waterworks S stem Su lus Revenue Certificates of Obli ation, Series 2018A 04-04-2018 Tax and Waterworks S stem Su lus Revenue Certificates of Obli ation, Taxable Series 2018B 02-25-2019 Tax and Waterworks S stem Su lus Revenue Certificates of Obli ation, Series 2019 02-25-2019 General Obli ation Refundin Bonds, Series 2019 10-18-2019 General Obli ation Refundin Bonds, Taxable Series 2019A OS-13-2020 Combination Tax and Revenue Certificates of Obli ation, Series 2020 11-19-2020 General Obli ation Refundin Bonds, Taxable Series 2020 01-19-2021 Combination Tax and Revenue Certificates of Obli ation, Series 2021 06-30-2021 Combination Tax and Revenue Certificates of Obli ation, Series 2021 A 02-28-2023 Combination Tax and Revenue Certificates of Obli ation, Series 2023 02-28-2023 General Obli ation Bonds, Series 2023 4 I 59-0699-6045 2 CITY OF LUBBOCK, TEXAS 1314 Avenue K Lubbock, Texas 79401 December 5, 2023 BOKF, NA 5956 Sherry Lane, Suite 900 Dallas, Texas 75225 c/o Mr. Jose Gaytan Re: Appointment of BOKF, NA as Paying AgentJRegistrar Dear Mr. Jose Gaytan: Pursuant to a resolution approved on December 5, 2023 by the City Council of the City of Lubbock, Texas (the "City"), the City appointed BOKF, NA ("BOKF") as the successor paying agent/registrar for the public securities identified on Exhibit A(the "Securities") and authorized execution of the Paying Agent/Registrar Agreement between the City and BOKF (the "Paying Agent/Registrar Agreement") enclosed herewith, to be effective as of March 1, 2024. Please (a) sign and return the enclosed counterpart of this letter to acknowledge your receipt of this letter and agreement to the terms set forth herein, (b) execute and return the Paying Agent/Registrar Agreement to Bond Counsel using the enclosed FedEx label and (c) provide notice to bond holders of the Securities of your appointment as paying agent/registrar for the Securities. If you should have any questions or would like to discuss this matter further, please contact the City's Bond Counsel, Jerry V. Kyle, Jr., at (512) 582-6951 or 'k ler)orrick.com. CITY OF LUBBOCK, TEXAS By: Name: Title: Mavor 4139-1568-5965.1 Receipt Acknowledged on this , 2023: BOKF, NA By: Name: Title: 4139-1568-5965.1 EXHIBIT A SCHEDULE OF SECURITIES Name of Issue Electric Light and Power System Revenue Bonds, Series 2014 Electric Light and Power System Revenue Bonds, Series 2015 Electric Light and Power System Revenue Bonds, Series 2016 Electric Light and Power System Revenue Bonds, Series 2017 Electric Light and Power System Revenue Bonds, Series 2018 Electric Light and Power System Revenue Bonds, Series 2021 Electric Light and Power System Revenue Bonds, Series 2022 Water and Wastewater System Revenue Improvement and Refunding Bonds, Series 2019A Water and Wastewater System Revenue Refunding Bonds, Taxable Series 2019B Water and Wastewater System Revenue Bonds, Series 2020A Water and Wastewater System Revenue Refunding Bonds, Series 2020B Water and Wastewater System Revenue Refttnding Bonds, Taxable Series 2020C Water and Wastewater System Revenue Bonds, Series 2021 Water and Wastewater System Revenue Bonds, Series 2022 Water and Wastewater System Revenue Bonds, Series 2023 Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2014 General Obligation Refunding Bonds, Series 2014 Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2015 General Obligation Refunding Bonds, Series 2015 General Obligation Refunding Bonds, Taxable Series 2015 Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2016 General Obligation Refunding Bonds, Series 2016 General Obligation Refunding Bonds, Series 2016A Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2017A General Obligation Refunding Bonds, Series 2018 Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2018A Tax and Waterworks System Surplus Revenue Certificates of Obligation, Taxable Series 2018B Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2019 General Obligation Refunding Bonds, Series 2019 General Obligation Refunding Bonds, Taxable Series 2019A Combination Tax and Revenue Certificates of Obligation, Series 2020 General Obligation Refunding Bonds, Taxable Series 2020 Combination Tax and Revenue Certificates of Obligation, Series 2021 Combination Tax and Revenue Certifcates of Obligation, Series 2021A Combination Tax and Revenue Certificates of Obligation, Series 2023 General Obligation Bonds, Series 2023 4139-1568-5965.1 EXHIBIT B FORM OF PAYING AGENT/REGISTRAR AGREEMENT 4159-0699-6045.2 CITY OF LUBBOCK, TEXAS 1314 Avenue K Lubbock, Texas 79401 December 5, 2023 The Bank of New York Mellon Trust Company, N.A. 2001 Bryan St., l Oth Floor Dallas, Texas 75201 c/o Ms. Juliana Haidary Re: Paying Agent/Registrar Agreements identified on Exhibit A attached hereto (collectively, the "Agreements"), by and between the City of Lubbock, Texas (the "City") and The Bank of New York Mellon Trust Company, N.A. ("BNYM") Dear Ms. Haidary: As you know, the City and BNYM have executed the Agreements, whereby BNYM provides paying agent/registrar services to the City. Please be advised that the City has elected to terminate the Agreements effective as of March 1, 2024 (the "Termination Date"). Please (a) provide a detailed invoice for all unpaid services provided and costs incurred under the Agreements through the Termination Date and (b) promptly transfer and deliver: (1) an original or copy of the security register, together with all bonds/other securities and other pertinent books and records, to BOKF, NA, c/o Jose Gaytan, 5956 Sherry Lane, Suite 900, Dallas, Texas 75225, with a copy to the undersigned, and (2) all City funds held by BNYM in its capacity as Paying AgentlRegistrar in accordance with wiring instructions set forth in Exhibit B, attached hereto. If you should have any questions or would like to discuss this matter further, please contact the City's Bond Counsel, Jerry V. Kyle, Jr., at (512) 582-6951 or jk le e,orrick.com. CITY OF LUBBOCK, TEXAS By: Name: Tra Pa ne Title: Mayor 4125-9716-59012 Receipt Acknowledged on this , 2023: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. By: Name: Title: 4125-9716-5901.2 EXHIBIT A SCHEDULE OF PAYING AGENT/REGISTRAR AGREEMENTS Date of Name of Issue A reement 04-10-2014 Electric Li ht and Power S stem Revenue Bonds, Series 2014 03-26-2015 Electric Li ht and Power S stem Revenue Bonds, Series 2015 04-OS-2016 Electric Li ht and Power S stem Revenue Bonds, Series 2016 08-03-2017 Electric Li ht and Power S stem Revenue Bonds, Series 2017 08-0 l-2018 Electric Li ht and Power S stem Revenue Bonds, Series 2018 08-10-2021 Electric Li ht and Power S stem Revenue Bonds, Series 2021 08-09-2022 Electric Li ht and Power S stem Revenue Bonds, Series 2022 02-25-2019 Water and Wastewater S stem Revenue Im rovement and Refundin Bonds, Series 2019A ]0-08-2019 Water and Wastewater S stem Revenue Refundin Bonds, Taxable Series 2019B OS-13-2020 Water and Wastewater S stem Revenue Bonds, Series 2020A 11-19-2020 Water and Wastewater S stem Revenue Refundin Bonds, Series 2020B 11-19-2020 Water and Wastewater S stem Revenue Refundin Bonds, Taxable Series 2020C 01-19-2021 Water and Wastewater S stem Revenue Bonds, Series 2021 04-12-2022 Water and Wastewater S stem Revenue Bonds, Series 2022 02-28-2023 Water and Wastewater S stem Revenue Bonds, Series 2023 04-10-2014 Tax and Waterworks S stem Su lus Revenue Certificates of Obli ation, Series 2014 04-10-2014 General Obli ation Refundin Bonds, Series 2014 03-26-2015 Tax and Waterworks S stem Su lus Revenue Certificates of Obli ation, Series 2015 03-26-2015 General Obli ation Refundin Bonds, Series 2015 03-26-2015 General Obli ation Refundin Bonds, Taxable Series 2015 04-06-2016 Tax and Waterworks S stem Su lus Revenue Certificates of Obli ation, Series 2016 04-06-2016 General Obli ation Refundin Bonds, Series 2016 10-1�-2016 General Obli ation Refundin Bonds, Series 2016A 04-04-2017 Tax and Waterworks S stem Su lus Revenue Certificates of Obli ation, Series 2017A 04-04-2018 General Obli ation Refundin Bonds, Series 2018 04-04-2018 Tax and Waterworks S stem Su lus Revenue Certificates of Obli ation, Series 2018A 04-04-2018 Tax and Waterworks S stem Su lus Revenue Certificates of Obli ation, Taxable Series 2018B 02-25-2019 Tax and Waterworks S stem Su lus Revenue Certificates of Obli ation, Series 2019 02-25-2019 General Obli ation Refundin Bonds, Series 2019 10-18-2019 General Obli ation Refundin Bonds, Taxable Series 2019A OS-13-2020 Combination Tax and Revenue Certificates ofObli ation, Series 2020 11-19-2020 General Obli ation Refundin Bonds, Taxable Series 2020 01-19-2021 Combination Tax and Revenue Certificates of Obli ation, Series 2021 06-30-2021 Combination Tax and Revenue Certificates of Obli ation, Series 2021A 02-28-2023 Combination Tax and Revenue Certificates of Obli ation, Series 2023 02-28-2023 General Obli ation Bonds, Series 2023 4125-9716-5901.2 EXHIBIT B WIRING INSTRUCTIONS 4125-9716-5901.2 PAYING AGENT/REGISTRAR AGREEMENT between CITY OF LUBBOCK, TEXAS and BOKF, NA Dated as of March 1, 2024 4160-6598-7405. I PAYING AGENT/REGISTRAR AGREEMENT THIS PAYING AGENT/REGISTRAR AGRI:EMENT (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 BOKF, NA (the "Bar�k"), a national banking association. Wi �EREAS, the Issuer has duly authorized and provided for the issuance of certain obligations described more fully on Appendix A attached hereto (the "Securities"), such Securities issued in fully registered form only as to the payment of principal and interest thereon; and W� IEREAS, the Issuer has selected the Bank to serve as successor Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on the Securities and with respect to the registration, transfer, and exchange thereof by the registered owners thereof; and �VHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; and L+VHEREAS, 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 i�CGISTRAR Section 1.01. Appointment. (a) The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Securities in paying to the Owners of the Securities the principal, redemption premium, if any, and interest on all or any of the Securities. (b) The Issuer hereby appoints the Bank as Registrar with respect to the Securities. (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 AgendRegistrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in A�pendix B attached hereto for the first year of this Agreement, or such part thereof as this Agreement shall be in effect, and thereafter while this Agreement is in effect, the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall 4160-6598-7405.1 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. (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 BOKF, NA. "Bank Office" means the Bank's office in Dallas, Texas. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Ordinance" means the ordinance(s) of the City Council of the Issuer authorizing the issuance and delivery of the Securities 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 Security is registered in the Register. "Paying Agent" means the Bank when it is performing the functions associated with the terms in this Agreement. 4160-6598-7405.1 "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 Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any Security registered and delivered under Section 4.06 in lieu of a mutilated, lost, destroyed or stolen Security shall be deemed to evidence the same obligation as the mutilated, lost, destroyed or stolen Security). "Record Date" means the last Business Day of the month next preceding an interest payment date established by the applicable Bond Ordinance. "Register" means a register in which the Issuer shall provide for the registration and transfer of Securities. "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 applicable Bond Ordinance as the fixed date on which the principal of the Securities is due and payable or the date fixed in accordance with the terms of the applicable Bond Ordinance for redemption of a Security, or any portion thereof, prior to the fixed maturity date. ARTICLE III PAYING AGENT Section 3.01. Duties of Pavin��. (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 Security or Securities so maturing at the Bank Office, the principal amount of the Security or Securities 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 Securities to each Owner of the Securities (or their Predecessor Securities) 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 3 4160-6598-7405.1 mailing the 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. Pavment Dates. The Issuer hereby instructs the Bank to pay the principal of, redemption premium, if any, and interest on the Securities at the dates specified in the Bond Ordinance. Section 3.03. Merger, Conversion, Consolidation, or Succession. Any corporation into which the Paying Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which the Paying Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Paying Agent shall be the successor of the Paying Agent hereunder without the execution or filing of any paper or any 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 Securities. The Bank is hereby appointed "Registrar" for the purpose of registering and transferring the Securities 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 Security is outstanding, the Owner may deliver such Security 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 Security 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 Security or Securities 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 Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed 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 Securities. The Issuer shall provide an adequate inventory of unregistered Securities to facilitate transfers. The Bank covenants that it will maintain the 4 4160-6598-7405.1 unregistered Securities in safekeeping and will use reasonable care in maintaining such unregistered Securities in safekeeping, 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 i� 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 officer or employee of the Issuer, except upon receipt of a subpoena or court order or as otherwise required by law. Upon receipt of a subpoena or court order the Bank will notify the Issuer so that the Issuer may contest the subpoena or court order. Section 4.05. Cancellation of Securities. All Securities 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 Securities previously certified or registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Bank. All cancelled Securities 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 Securities. (a) Subject to the provisions of this Section 4.06, the Issuer hereby instructs the Bank to deliver fully registered Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an over-issuance. (b) If (i) any mutilated Security is surrendered to the Bank, or the Issuer and the Bank receives evidence to their satisfaction of the destruction, loss, or theft of any Security, 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 5 4160-6598-7405.1 such Security 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, destroyed, lost, or stolen Security, a new Security of the same stated maturity and of like tenor and principal amount bearing a number not contemporaneously outstanding. (c) Every new Security issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Security shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Security 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 Securities. (d) Upon the satisfaction of the Bank and the Issuer that a Security 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 Security number on the Security registered with a notation in the Register that said Security has been mutilated, destroyed, lost, or stolen; and a new Security 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 Security in lieu of or exchange for a mutilated, destroyed, lost, or stolen Security. (� The Issuer hereby accepts the Bank's current blanket bond for lost, stolen, or destroyed Securities and any future substitute blanket bond for lost, stolen, or destroyed Securities 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 Securities 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 Securities it has paid pursuant to Section 3.01; Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01; and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities 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 Securities to pay the Securities 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. fi 4160-6598-7405. 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 certifcates 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 iunds 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 Securities but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the 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 Securities 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. (� 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 Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their conectness. 7 a i 6o-6s9a-�aos. i (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 Security except as otherwise expressly provided herein with respect to the liability of the Bank for its duties under this Agreement. Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the Owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5.05. Monev 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 Security and remaining unclaimed for three years after final maturity of the Security has become due and payable will be paid by the Bank to the Issuer, and the Owner of such Security 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 Securities, 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 Securities 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 Securities 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 4160-6598-7405.1 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. 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�nment. 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, Texas 79401 Attention: Chief Financial Officer if to the Bank: BOKF, NA 5956 Sherry Lane, Suite 900 Dallas, Texas 75225 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 Assi�. 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. Beneiits 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 Agreement. This Agreement and the Bond Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar, and if any conflict exists between this Agreement and the Bond Ordinance, the Bond Ordinance shall govern. � 9 4160-6598-7405.1 Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. (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 Securities. (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 Agent/Registrar may petition any court of competent jurisdiction for the appointment of a successor Paying Agent/Registrar if an instrument of acceptance by a successor Paying Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within sixty (60) days after the giving of notice of resignation. (c) The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Compliance with Le�islative Matters. (a) The Bank hereby verifies that it and its parent company, wholly- or majority- owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, "boycott Israel," a term defined in Section 2271.001, Texas Government Code, by reference to Section 808.001(1), Texas Government Code, means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli- controlled territory, but does not include an action made for ordinary business purposes. (b) The Bank represents that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on the following page of such officer's internet website: https://comptroller.texas.gov/purchasing/publications/divestment.php. (c) The Bank hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other aff liates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies," a term defined in Section 2276.001(1), Texas Government Code by reference to Section 809.001, Texas Government Code, shall mean, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge 10 4160-6598-7405.1 to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by (A) above. (d) The Bank hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification and the following definitions, (1) "discriminate against a firearm entity or firearm trade association," a term defined in Section 2274.001(3), Texas Government Code, (A) means, with respect to the firearm entity or firearm trade association, to (i) refuse to engage in the trade of any goods or services with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, (ii) refrain from continuing an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, or (iii) terminate an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association and (B) does not include (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association, (2) "firearm entity," a term defined in Section 2274.001(6), Texas Government Code, means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as weapons that expel projectiles by the action of explosive or expanding gases), firearm accessories (defined in Section 2274.001(5), Texas Government Code, as devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not essential to the basic fi�nction ofthe firearm, including detachable firearm magazines), or ammunition (defined in Section 2274.001(1), Texas Government Code, as a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range (defined in Section 250.001, Texas Local Government Code, as a business establishment, private club, or association that operates an area for the discharge or other use of firearms for silhouette, skeet, trap, black powder, target, self-defense, or similar recreational shooting), and (3) "firearm trade association," a term defined in Section 2274.001(7), Texas Government Code, means any person, corporation, unincorporated association, federation, business league, or business organization that (i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any private 11 4160-6598-7405 I shareholder or individual), (ii) has two or more firearm entities as members, and (iii) is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code. (e) As used in Section 6.11(a)-(d), the Bank understands "affiliate" to mean an entity that controls, is controlled by, or is under common control with the Bank within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a proft. (� 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. Section 6.12. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. [Signature Page to Follow] 1Z 4160-6598-7405.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF LUBBOCK, TEXAS : ATTF.ST By: City Secretary (Signature page for Paying AgendRegistrar Agreement for t/te City's Outstnndiirg Obligatio�rsj 4160-6598-7405 I BOKF, NA : Title: (Signature page for Paying AgeirdRegistrar Agreement for tke City's Outstnn�liitg Obligations� 4160-6598-7405 I APPENDIX A SCHEDULE OF SECURITIES Name of Issue Electric Light and Power System Revenue Bonds, Series 2014 Electric Light and Power System Revenue Bonds, Series 2015 Electric Light and Power System Revenue Bonds, Series 2016 Electric Light and Power System Revenue Bonds, Series 2017 Electric Light and Power System Revenue Bonds, Series 2018 E(ectric Light and Power System Revenue Bonds, Series 2021 Electric Light and Power System Revenue Bonds, Series 2022 Water and Wastewater System Revenue Improvement and Refiinding Bonds, Series 2019A Water and Wastewater System Revenue Refunding Bonds, Taxabie Series 2019B Water and Wastewater System Revenue Bonds, Series 2020A Water and Wastewater System Revenue Refunding Bonds, Series 2020B Water and Wastewater System Revenue Refunding Bonds, Taxable Series 2020C Water and Wastewater System Revenue Bonds, Series 2021 Water and Wastewater System Revenue Bonds, Series 2022 Water and Wastewater System Revenue Bonds, Series 2023 Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2014 General Obligation Refunding Bonds, Series 2014 Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2015 General Obligation Refunding Bonds, Series 2015 General Obligation Refunding Bonds, Taxable Series 2015 Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2016 General Obligation Refunding Bonds, Series 2016 General Obligation Refunding Bonds, Series 2016A Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2017A General Obligation Refunding Bonds, Series 2018 Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2018A Tax and Waterworks System Surplus Revenue Certificates of Obligation, Taxab(e Series 2018B Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2019 General Obligation Refunding Bonds, Series 2019 General Obligation Refunding Bonds, Taxable Series 2019A Combination Tax and Revenue Certifcates of Obligation, Series 2020 General Obligation Refunding Bonds, Taxable Series 2020 Combination Tax and Revenue Certificates of Obligation, Series 2021 Combination Tax and Revenue Certificates of Obligation, Series 2021A Combination Tax and Revenue Certificates of Obligation, Series 2023 General Obli�ation Bonds, Series 2023 4160-6598-7405.1 APPENDIX B SCHEDULE OF FEES FOR SERVICE AS PAYING AGENT/REGISTRAR �AttachedJ 4160-6598-7405.1