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HomeMy WebLinkAboutOrdinance - 2001-O0041 - Issuance Of Tax. Municipal Draining Utility System Surplus Revenue Certificates - 05/24/2001I First Reading May 24, 2001 Item. No. 13 ORDINANCE NO. 2001-00041 Second Reading June 14, 2001 Item. No. 80 AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, TAX AND MUNICIPAL DRAINAGE UTILITY SYSTEM SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2001"; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a lien on and pledge of the net revenues from the operation of the City's Municipal Drainage Utility System; and resolving other matters incident and related to the issuance, sale, security, payment and delivery of said certificates, including the approval of a Paying Agent/Registrar Agreement and Purchase Contract and the approval and distribution of an Official Statement; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certificates of obligation in the maximum principal amount of $35,000,000 for the purpose of paying contractual obligations to be incurred for (i) drainage improvements, including the acquisition, construction and repair of structures, equipment and facilities for the City's Municipal Drainage Utility System, and (ii) professional services rendered in connection with such project and the financing thereof, has been duly published in the Lubbock Avalanche-Journal, a newspaper hereby found and determined to be of general circulation in the City of Lubbock, Texas, on May 13, 2001 and May 20, 2001, the date of the first publication of such notice being not less than fifteen (15) days prior to the tentative date stated therein for the second reading and final passage of this Ordinance; and WHEREAS, no petition, protesting the issuance of such certificates and bearing valid petition signatures of at least 5% of the qualified voters of the City, has been filed with the City Secretary, any member of the Council or any other official of the City on or prior to the date of the passage of this Ordinance; and WHEREAS, the Council hereby finds and determines the certificates of obligation described in such notice should be issued and sold at this time in the amount and manner hereinafter provided; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1: Authorization-Designation-Principal Amount-Purpose. Certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $35,000,000 to be designated and bear the title "CITY OF LUBBOCK, TEXAS, TAX AND MUNICIPAL DRAINAGE UTILITY SYSTEM SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2001" (the "Certificates"), for the purpose of paying contractual obligations to be incurred for (i) drainage improvements, including the acquisition, construction and repair of structures, equipment and facilities for the City's Municipal Drainage Utility System, and (ii) professional services rendered in connection with such project and the financing thereof, pursuant to authority conferred by and in conformity with the Constitution and laws of the State of Texas, including V.T.C.A., Local Government Code, Subchapter C of Chapter 271. SECTION 2: Fully Registered Obligations -Authorized Denominations-Stated Maturities-Date. The Certificates are issuable in fully registered form only; shall be dated 45035694.2 June 1, 2001 (the "Certificate Date") and, other than the Initial Certificates referenced in Section 8 hereof) shall be in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity) and the Certificates shall become due and payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the per annum rate(s) in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate 2002 160,000 5.000% 2003 550,000 5.000% 2004 575,000 5.000% 2005 605,000 5.000% 2006 635,000 5.000% 2007 670,000 5.000% 2008 705,000 5.000% 2009 740,000 5.000% 2010 780,000 5.000% 2011 815,000 4.400% 2012 855,000 4.625% 2013 895,000 4.700% 2014 940,000 4.800% 2015 985,000 4.900% 2016 1,035,000 5.000% 2017 1,085,000 5.000% 2018 1,145,000 5.125% 2019 1,205,000 5.125% 2020 1,270,000 5.200% 2021 1,335,000 5.200% 2023 2,885,000 5.200% 2026 4,940,000 5.250% 2031 10,190,000 5.300% The Certificates shall bear interest on the unpaid principal amounts from the Certificate Date at the per annum rate{s) shown above in this Section {calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Certificates shall be payable on February 15 and August 15 in each year, commencing February 15, 2002. SECTION 3: Terms of Payment-Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Certificates, due and payable by reason of maturity, redemption or otherwise, shall be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders") appearing on the registration and transfer books maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. 45035694.2 -2- Year of Principal Interest Stated Maturity Amount Rate 2002 195,000 % 2003 575,000 % 2004 600,000 % 2005 620,000 % 2006 645,000 % 2007 670,000 % 2008 700,000 % 2009 730,000 % 2010 765,000 % 2011 800,000 % 2012 835,000 % 2013 880,000 % 2014 925,000 % 2015 970,000 % 2016 1,020,000 % 2017 1,075,000 % 2018 1,130,000 % 2019 1,195,000 % 2020 1,260,000 % 2021 1,325,000 % 2022 1,400,000 % 2023 1,475,000 % 2024 1,560,000 % 2025 1,645,000 % 2026 1,735,000 % 2027 1,835,000 % 2028 1,940,000 % 2029 2,045,000 % 2030 2,165,000 % 2031 2,285,000 % The Certificates shall bear interest on the unpaid principal amounts from the Certificate Date at the per annum rate(s) shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Certificates shall be payable on February 15 and August 15 in each year, commencing February 15, 2002. SECTION 3: Terms of Payment-Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Certificates, due and payable by reason of maturity, redemption or otherwise, shall be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders") appearing on the registration and transfer books maintained by the Paying Agent/Registrar and the The selection and appointment of U.S. Trust Company of Texas, N.A., Dallas, Texas to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed. Books and records relating to the registration, payment, exchange and transfer of the Certificates (the "Security Register"} shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, all as provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement", substantially in the form attached hereto asExhibit A and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor and City Secretary of the City are hereby authorized to execute and deliver such Agreement in connection with the delivery of the Certificates. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Certificates are paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified and authorized to serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of and premium, if any, on the Certificates shall be payable at the Stated Maturities or the redemption thereof only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its designated offices in New York, New York (the "Designated Payment/Transfer Office"}. Interest on the Certificates shall be paid by the Paying Agent/Registrar to the Holders whose name appears in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date} and payment of such interest shall be (i) by check sent United States Mail, first class postage prepaid, to the address of the Holder recorded in the Security Register or {ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/ Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business next preceding the date of mailing of such notice. SECTION 4: Redemption. (a) Optional Redemption. The Certificates having Stated Maturities on and after February 15, 2011, shall be subject to redemption prior to maturity, at the option of the City, in whole or in part in principal amounts of $5,000 or any integral multiple thereof {and if within a Stated Maturity by lot by the Paying Agent/Registrar}, on February 15, 201 0 or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. 45035694.2 -3- At least forty-five (45) days prior to a redemption date for the Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the governing body of the City. (b) Mandatory Redemption. The Certificates having Stated Maturities of February 15, 2023, February 15, 2026 and February 15, 2031 ("Term Certificates") shall be subject to mandatory redemption in part prior to maturity at the redemption price of par and accrued interest to the date of redemption on the respective dates and in principal amounts as follows: Term Certificates due February 15, 2023 Term Certificates due February 15, 2026 Redemption Date Principal Amount Redemption Date Principal Amount February 15, 2022 $1,405,000 February 15, 2024 $1,560,000 February 15, 2025 $1,645,000 Term Certificates Due February 15, 2031 Redemption Date Principal Amount February 15, 2027 $1,830,000 February 15, 2028 $1,925,000 February 15, 2029 $2,030,000 February 15, 2030 $2,145,000 Approximately forty-five (45) days prior to each redemption date specified above the Term Certificates are to be mandatorily redeemed, the Paying Agent/Registrar shall select by lot the numbers of the Term Certificates within the applicable Stated Maturity to be redeemed on the next following February 15 from moneys set aside for that purpose in the Certificate Fund (as hereinafter defined). Any Term Certificate not selected for prior redemption shall be paid on the date of their Stated Maturity. The principal amount of the Term Certificates for a Stated Maturity required to be redeemed pursuant to the operation of such mandatory redemption provisions may be reduced, at the option of the City, by the principal amount of Term Certificates of like Stated Maturity which, at least 50 days prior to a mandatory redemption date, {1) shall have been acquired by the City at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions set forth in paragraph (a) of this Section and not theretofore credited against a mandatory redemption requirement. (c) Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall treat such Certificates as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificates by $5,000 and shall select the Certificates, or principal amount thereof, to be redeemed within such Stated Maturity by lot. (d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States Mail, first class 45035694.2 -4- postage prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) id!3ntify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Certificate is subject by its terms to prior redemption and has been called for redemption and notice of redemption thereof has been duly given as hereinabove provided, such Certificate (or the principal amount thereof to be redeemed) shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor; provided moneys sufficient for the payment of such Certificate (or of the principal amount thereof to be redeemed) at the then applicable redemption price are held for the purpose of such payment by the Paying Agent/Registrar. SECTION 5: Registration -Transfer -Exchange of Certificates-Predecessor Certificates. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Certificate (other than the Initial Certificates authorized in Section 8 hereof) for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates (other than the Initial Certificates authorized in Section 8 hereof) may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange, upon surrender of the Certificates to be exchanged at the Designated Payment/Transfer Office of the Paying Agent/ Registrar. Whenever any Certificates are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Certificates to the Holder requesting the exchange. All Certificates issued in any transfer or exchange of Certificates shall be delivered to the Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by 45035694.2 United States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered in such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying AgenURegistrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 23 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Certificate called for redemption, in whole or in part, within 45 days of the date fixed for the redemption of such Certificate; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate called for redemption in part. SECTION 6: Book-Entry Only Transfers and Transactions. Notwithstanding the provisions contained in Sections 3, 4 and 5 hereof relating to the payment and transfer/exchange of the Certificates, the City hereby approves and authorizes the use of "Book-Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company (OTC), a limited purpose trust company organized under the laws of the State of New York, in accordance with the operational arrangements referenced in the Blanket Issuer Letter of Representations by and between the City and OTC (the "Depository Agreement"). Pursuant to the Depository Agreement and the rules of OTC, the Certificates shall be deposited with OTC who shall hold said Certificates for its participants (the "OTC Participants") and, while the Certificates are held by OTC under the Depository Agreement, the Holder of the Certificates on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of OTC, notwithstanding the ownership of each actual purchaser or owner of each Certificate (the "Beneficial Owners") being recorded in the records of OTC and OTC Participants. In the event OTC determines to discontinue serving as securities depository for the Certificates or otherwise ceases to provide book-entry clearance and settlement of securities transactions in general or the City determines that OTC is incapable of properly discharging its duties as securities depository for the Certificates, the City covenants and agrees with the Holders of the Certificates to cause Certificates to be printed in definitive form and provide for the Certificate certificates to be issued and delivered to OTC Participants and Beneficial Owners, as the case may be. Thereafter, the Certificates in definitive form shall be assigned, transferred and exchanged on the Security Register maintained by the Paying AgenURegistrar 45035694.2 -6- and payment of such Certificates shall be made in accordance with the provisions of Sections 3, 4 and 5 hereof. SECTION 7: Execution -Registration. The Certificates shall be executed on behalf of the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City Secretary. The signature of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the Certificate Date shall be deemed to be duly executed on behalf of the City, notwithstanding that one or more of the individuals executing the same shall cease to be such officer at the time of delivery of the Certificates to the initial purchaser(s} and with respect to Certificates delivered in subsequent exchanges and transfers, all as authorized and provided in V.T.C.A., Government Code, Section 1201.026. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 9C, manually executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration substantially in the form provided in Section 9D, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified, registered and delivered. SECTION 8: Initial Certificate(s). The Certificates herein authorized shall be initially issued either (i} as a single fully registered certificate in the total principal amount of $35,000,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1, or (ii} as multiple fully registered certificates, being one certificate for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the "Initial Certificate(s)") and, in either case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s} or the designee thereof. The Initial Certificate(s} shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s}. Any time after the delivery of the Initial Certificate(s}, the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s}, or the designee thereof, shall cancel the Initial Certificate(s) delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s}, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and 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 insurance legends in the event the Certificates, or any maturities thereof, are purchased with insurance and any reproduction of an opinion of counsel} thereon as may, consistently herewith, be established by 45035694.2 -7- the City or determined by the officers executing such Certificates as evidenced by their execution. Any portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. The definitive Certificates and the Initial Certificate(s) shall be printed, lithographed, or engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution thereof. REGISTERED NO. ---- B. Form of Certificates. UNITED STATES OF AMERICA STATE OF TEXAS CITY OF LUBBOCK, TEXAS, REGISTERED PRINCIPAL AMOUNT $ ____ _ TAX AND MUNICIPAL DRAINAGE UTILITY SYSTEM SURPLUS REVENUE CERTIFICATE OF OBLIGATION, SERIES 2001 Certificate Date: June 1, 2001 Registered Owner: Principal Amount: Interest Rate: % --- Stated Maturity: CUSIP NO: ___ _ DOLLARS The City of Lubbock (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Lubbock, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, on the Stated Maturity date specified above the Principal Amount stated above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest (computed on the basis of a 360-day year of twelve 30~day months) on the unpaid Principal Amount hereof from the Certificate Date at the per annum rate of interest specified above; such interest being payable on February 15 and August 15 of each year, commencing February 15, 2002. Principal of this Certificate is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor; provided, however, while this Certificate is registered to Cede & Co., the payment of principal upon a partial redemption of the principal amount hereof may be accomplished without presentation and surrender of this Certificate. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register'' maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register on the Record Date or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United 45035694.2 States of America which at the time of payment is legal tender for the payment of public and private debts. This Certificate is one of the series specified in its title issued in the aggregate principal amount of $35,000,000 (herein referred to as the "Certificates") for the purpose of paying contractual obligations to be incurred for (i) drainage improvements, including the acquisition, construction and repair of structures, equipment and facilities for the City's Municipal Drainage Utility System, and (ii) professional services rendered in connection with such project and the financing thereof, under and in strict conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A., Local Government Code, Subchapter C of Chapter 271, and pursuant to an Ordinance adopted by the governing body of the City (herein referred to as the "Ordinance"). The Certificates maturing on dates hereinafter identified (the "Term Certificates") are subject to mandatory redemption prior to maturity with funds on deposit in the Certificate Fund established and maintained for the payment thereof in the Ordinance, and shall be redeemed in part prior to maturity at the price of par and accrued interest to the mandatory redemption date on the respective dates and in principal amounts as follows: Term Certificates due February 15, 2023 Term Certificates due February 15, 2026 Redemption Date Principal Amount Redemption Date Principal Amount February 15, 2022 $1,405,000 February 15, 2024 $1,560,000 February 15, 2025 $1,645,000 Term Certificates Due February 15, 2031 Redemption Date Principal Amount February 15, 2027 $1,830,000 February 15, 2028 $1,925,000 February 15, 2029 $2,030,000 February 15, 2030 $2,145,000 The particular Term Certificates of a stated maturity to be redeemed on each redemption date shall be chosen by lot by the Paying Agent/Registrar; provided, however, that the principal amount of Term Certificates for a stated maturity required to be redeemed pursuant to the operation of such mandatory redemption provisions may be reduced, at the option of the City, by the principal amount of Term Certificates of like stated maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase, and delivered to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions appearing below and not theretofore credited against a mandatory redemption requirement. The Certificates maturing on and after February 15, 2011, may be redeemed prior to their Stated Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2010, or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption. At least thirty days prior to a redemption date, the City shall cause a written notice of such redemption to be sent by United States Mail, first class postage prepaid, to the registered 45035694.2 -9- owners of each Certificate to be redeemed at the address shown on the Security Register and subject to the terms and provisions relating thereto contained in the Ordinance. If a Certificate (or any portion of its principal sum) shall have been duly called for redemption and notice of such redemption duly given, then upon the redemption date such Certificate {or the portion of its principal sum to be redeemed) shall become due and payable, and, if moneys for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable from and after the redemption date on the principal amount redeemed. In the event a portion of the principal amount of a Certificate is to be redeemed and the registered owner is someone other than Cede & Co., payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new Certificate or Certificates of like maturity and interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the registered owner, without charge. If a Certificate is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer such Certificate to an assignee of the registered owner within 45 days of the redemption date therefor; provided, however, such limitation on transferability shall not be applicable to an exchange by the registered owner of the unredeemed balance of a Certificate redeemed in part. The Certificates are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City and are additionally payable from and secured by a lien on and pledge of the Net Revenues (as defined in the Ordinance) of the City's Municipal Drainage Utility System (the "System"), such lien and pledge, however, being junior and subordinate to the lien on and pledge of the Net Revenues of the System securing the payment of "Prior Lien Obligations" (as defined in the Ordinance). In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations while the Certificates are outstanding without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise, as well as the right to issue Additional Obligations (as defined in the Ordinance). Reference is hereby made to the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying Agent/Registrar, and to all the provisions of which the Holder hereof by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and e~tent of the tax levied for the payment of the Certificates; the nature and extent of the limited pledge of the Net Revenues securing the payment of the Certificates; the terms and conditions relating to the transfer or exchange of this Certificate; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the pledge of the Net Revenues and covenants made in the Ordinance may be discharged at or prior to the maturity of this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the 45035694.2 Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more fully registered Certificates of authorized denominations and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, may treat the registered owner hereof whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and covenanted that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Certificates as aforestated. In case any provision in this Certificate or any application thereof shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. 45035694.2 -11- IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly executed under the official seal of the City as of the Certificate Date. COUNTERSIGNED: City Secretary (SEAL) CITY OF LUBBOCK, TEXAS Mayor C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS THE STATE OF TEXAS § § § § REGISTER NO. ----- I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this ________ _ (SEAL) Comptroller of Public Accounts of the State of Texas *NOTE TO PRINTER: Do not print on definitive Certificates 45035694.2 -12- D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Certificates. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued and registered under the provisions of the within-mentioned Ordinance; the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. The designated offices of the Paying Agent/Registrar located in New York, New York, is the "Designated Payment/Transfer Office" for this Certificate. U.S. TRUST COMPANY OF TEXAS, N .A., Dallas, Texas, as Paying Agent/Registrar Registration Date: By: -,--,.,...--,--...,.....,,,..,..---------Authorized Signature E. Form of Assignment 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 Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: ---------- Signature guaranteed: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. F. The Initial Certificate(s) shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: 45035694.2 (i} immediately under the name of the certificate the headings "Interest Rate" and "Stated Maturity" shall both be omitted; (ii} paragraph one shall read as follows: -13- Registered Owner: Principal Amount: DOLLARS The City of Lubbock (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Lubbock, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, the Principal Amount hereinabove stated, on February 15 in each of the years and in principal installments in accordance with the following schedule: YEAR PRINCIPAL INSTALLMENTS INTEREST RATE (Information to be inserted from schedule in Section 2 hereof). (or so much principal thereof as shall not have been prepaid prior to maturity) and to pay interest on the unpaid Principal Amount hereof from the Certificate Date at the per annum rates of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 of each year, commencing February 15, 2002. Principal installments of this Certificate are payable in the year of maturity or on a prepayment date to the registered owner hereof by U. S. Trust Company of Texas, N.A., Dallas, Texas (the "Paying Agent/Registrar''), upon presentation and surrender, at its designated offices in New York, New York (the "Designated Payment/Transfer Office"). Interest is payable to the registered owner of this Certificate whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date hereof and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/ Registrar, requested by, and at the risk and expense of, the registered owner. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: Definitions. For purposes of this Ordinance and for clarity with respect to the issuance of the Certificates, and the levy of taxes and appropriation of Net Revenues therefor, the following words or terms, whenever the same appear herein without qualifying language, are defined to mean as follows: (a) The term "Additional Obligations" shall mean tax and revenue obligations hereafter issued which by their terms are payable from ad valorem taxes and additionally payable from and secured by a parity lien on and pledge of the Net Revenues of the System of equal rank and dignity with the Hen ahd pledge securing the payment of the Certificates. (b) The term "Certificates" shall mean $35,000,000 "CITY OF LUBBOCK, TEXAS, TAX AND MUNICIPAL DRAINAGE UTILITY SYSTEM SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2001" authorized by this Ordinance. 45035694.2 -14- (c) The term "Certificate Fund" shall mean the special Fund created and established under the provisions of Section 11 of this Ordinance. (d) The term "Collection Date" shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date annual ad vatorem taxes levied each year by the City become delinquent. (e) The term "Fiscal Year" shall mean the annual financial accounting period used with respect to the operations of the System now ending on September 30th of each year; provided, however, the City Council may change, by ordinance duly passed, such annual financial accounting period to end on another date if such change is found and determined to be necessary for budgetary or other fiscal purposes. (f) The term "Government Securities" shall mean (i) direct noncallable obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations unconditionally guaranteed or insured by the agency or instrumentality and on the date of their acquisition or purchase by the City are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and on the date of their acquisition or purchase by the City, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (g) The term "Gross Revenues" shall mean, with respect to any period, all income, revenues and receipts received from the operation and ownership of the System. (h) The term "Net Revenues" shall mean the Gross Revenues of the System, with respect to any period, after deducting the System's Operating and Maintenance Expenses during such period. (i) The term "Operating and Maintenance Expenses" shall mean all reasonable and necessary expenses directly related and attributable to the operation and maintenance of the System as defined in V.T.C.A., Government Code, Section 1502.056 as a first lien against the Gross Revenues. Depreciation charges on equipment, machinery, plants and other facilities comprising the System and expenditures classed under generally accepted accounting principles as capital expenditures shall not be considered as "Operating and Maintenance Expenses" for purposes of determining "Net Revenues". (j) The term "Outstanding" when used in this Ordinance with respect to Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Ordinance, except: 45035694.2 (1) those Certificates canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; -15- (2) those Certificates deemed to be duly paid by the City in accordance with the provisions of Section 19 hereof; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 23 hereof. (k) The term "Prior Lien Obligations" shall mean all bonds or other similar obligations hereafter issued that are payable in whole or in part from and secured by a lien on and pledge of the Net Revenues of the System and such lien and pledge securing the payment thereof is prior and superior in claim, rank and dignity to the lien and pledge of the Net Revenues securing the payment of the Certificates. (I) The term "System" or "Municipal Drainage Utility System" shall mean all land, easements and interest in land, together with all structures, equipment and facilities used in draining benefited property (within the meaning of Subchapter C of Chapter 402 of the Local Government Code, as amended), including, but not limited to, bridges, catch basins, channels, conduits, creeks, culverts, detention ponds, ditches, draws, flumes, pipes, pumps, sloughs, treatment works, and appurtenances to those items, whether natural or artificial, or using force or gravity, that are used to draw off surface water from land, carry the water away, collect, store, or treat the water, or divert the water into natural or artificial watercourses. SECTION 11: Certificate Fund. For the purpose of paying the interest on and to provide a sinking fund for the payment and retirement of the Certificates, there shall be and is hereby created a special Fund to be designated "SPECIAL 2001 Cl.TY OF. LUBBOCK, TEXAS, TAX AND MUNICIPAL DRAINAGE UTILITY SYSTEM SURPLUS REVENUE CERTIFICATE OF OBLIGATION FUND", which Fund shall be kept and maintained at the City's depository bank, and moneys deposited in said Fund shall be used for no other purpose. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent for the Certificates, from funds on deposit in the Certificate Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Certificates as the same accrues or matures or comes due by reason of redemption prior to maturity; such transfers of funds to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent for the Certificates at the close of business on the last business day next preceding each interest and/or principal payment date for the Certificates. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the "Public Funds Investment Act" (V.T.C.A., Government Code, Chapter 2256) relating to the investment of "bond proceeds"; provided that all such investments shall be made in such a manner that the money required to be expended from said Fund will be available at the proper time or times. All interest and income derived from deposits and investments in said Certificate Fund shall be credited to, and any losses debited to, the said Certificate Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. 45035694.2 -16- SECTION 12: Tax Levy. That to provide for the payment of the "Debt Service Requirements" on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied a sufficient tax on each one hundred dollars' valuation of taxable property in said City to pay such Debt Service Requirements while the Certificates are Outstanding, full allowance being made for delinquencies and costs of collection, and said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be deposited into the Certificate Fund. This governing body hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates herein authorized to be issued shall be determined and accomplished in the following manner: {a) Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: (1) The amount on deposit in the Certificate Fund after {a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of Net Revenues of the System appropriated and allocated to pay such Debt Service Requirements prior to the Collection Date for the ad valorem taxes to be levied. (2) The amount of Net Revenues if any, appropriated and to be set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (3) The amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. {b) The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (3) above less the sum total of the amounts established in paragraphs (1 )and (2), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 13: Pledge of Revenues. The City hereby covenants and agrees that, subject only to a prior lien on and pledge of the Net Revenues of the System for the payment and security of Prior Lien Obligations, the Net Revenues of the System, with the exception of those in excess of the amounts required to be deposited to the Certificate Fund as hereafter 45035694.2 -17- provided, are hereby irrevocably pledged, equally and ratably, to the payment of the principal of and interest on the Certificates and Additional Obligations, if issued, as herein provided, and the pledge of the Net Revenues of the System herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the System in accordance with the terms and provisions hereof and be valid and binding without further action by the City and without any filing or recording except for the filing of this Ordinance in the records of the City. SECTION 14: System Fund. The City covenants and agrees that all Gross Revenues (excluding earnings from the investment of money held in any special funds or accounts created for the payment and security of the Prior Lien Obligations) shall be deposited as collected into a fund maintained at an official depository of the City and known on the books of the City as the "City of Lubbock, Texas, Municipal Drainage Utility System Operation System Fund" (hereinafter called the "System Fund"). All moneys deposited to the credit of the System Fund shall be allocated, dedicated and disbursed to the extent required for the following purposes and in the order of priority shown, to wit: First: To the payment of all necessary and reasonable Operating and Maintenance Expenses of the System as defined herein or required by statute to be a first charge on and claim against the Gross Revenues. Second: To the payment of the amounts required to be deposited in the special Funds created and established for the payment, security and benefit of Prior Lien Obligations in accordance with the terms and provisions of the ordinances authorizing the issuance of Prior Lien Obligations; and Third: Equally and ratably to the payment of the amounts required to be deposited in the special funds and accounts created and established for the payment of the Certificates and Additional Obligations, if issued. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 15: Deposits to Certificate Fund. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to each interest and principal payment date from the Net Revenues of the System, after deduction of all payments required to be made to special Funds or accounts created for the payment and security of the Prior Lien Obligations, an amount equal to one hundred per centum (100%) of the amount required to fully pay the accrued interest and principal of the Certificates then due and payable by reason of maturity or redemption prior to maturity, such deposits to pay accrued interest and principal on the Certificates to be made in substantially equal monthly installments on or before the last business day of each month beginning the month the Certificates are delivered to the initial purchaser. The monthly deposits to the Certificate Fund, as hereinabove provided, shall be made until such time as such Fund contains an amount equal to pay the principal of and interest on the Certificates to maturity. Ad valorem taxes levied, collected and deposited in the Certificate Fund for and on behalf of the Certificates may be taken into consideration and reduce the amount of the monthly deposits otherwise required to be deposited in the Certificate Fund from the Net Revenues of the System. In addition, any proceeds of sale of the Certificates in excess of the amount required to pay the contractual obligations to be incurred (including change 45035694.2 -18- orders to a construction contract) shall be deposited in the Certificate Fund, which amount shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes and the Net Revenues of the System. SECTION 16: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested} shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 17: Special Covenants. The City hereby further covenants as follows: (a} It has the lawful power to pledge the Net Revenues of the System supporting this issue of Certificates and has lawfully exercised said powers under the Constitution and laws of the State of Texas, induding said power existing under V.T.C.A., Government Code, Sections 1502.052, et seq. and V.T.C.A., Local Government Code, Subchapter C of Chapter 402 and Subchapter C of Chapter 271. (b) Other than for the payment of the Certificates, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System. SECTION 18: Issuance of Prior Lien Obligations and Additional Obligations; Subordinate to Prior Lien Obligations Covenants and Agreements. {a) The City hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without limitation as to principal amount but subject to any terms, conditions or restrictions applicable thereto under law or otherwise. In addition, the City reserves the -right to issue Additional Obligations, without limitation or any restriction or condition being applicable to their issuance under the terms of this Ordinance, payable from and secured by a lien on and pledge of the Net Revenues of the System of equal rank and dignity, and on a parity in all respects, with the lien and pledge securing the payment of the Certificates. {b) It is the intention of this governing body and accordingly hereby recognized and stipulated that the provisions, agreements and covenants contained herein bearing upon the management and operations of the System and the administering and application of revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements and covenants· contained in ordinances authorizing the issuance of Prior Lien Obligations, and to the extent of any irreconcilable conflict between the provisions contained herein and in ordinances authorizing the issuance of Prior Lien Obligations, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred thereby to the holders or owners of the Prior Lien Obligations. Notwithstanding the above, any change or modification affecting the application of revenues derived from the operation of the System shall not impair the obligation of contract with respect to the pledge of revenues herein made for the payment and security of the Certificates. SECTION 19: Satisfaction of Obligations of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and 45035694.2 -19- interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Net Revenues of the System under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at maturity or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/ Registrar and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of three (3) years after the maturity, or applicable redemption date, of the Certificates for which such moneys were deposited and are held in trust to pay, shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. SECTION 20: Ordinance a Contract -Amendments. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City, may, without the consent of or notice to any Holders of the Certificates, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders of the Certificates, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders of the Certificates holding a majority in aggregate principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Certificates, 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 Certificates, (2) give any 45035694.2 -20- preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required to be held by Holders for consent to any such amendment, addition, or rescission. SECTION 21: Notices to Holders -Waivers. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 22: Cancellation. Certificates surrendered for payment, redemption, transfer, or exchange, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Certificates held by the Paying Agent/Registrar shall be returned to the City. SECTION 23: Mutilated, Destroyed, Lost and Stolen Certificates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Certificates. 45035694.2 -21- SECTION 24: Covenants to Maintain Tax-Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: "Closing Date" means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date"has the meaning set forth in Section 1.148-1(b) of the Regulations. "Gross Proceeds" means any proceeds as defined in Section 1.148-1 (b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1 ( c) of the Regulations, of the Certificates. "Investment" has the meaning set forth in Section 1.148-1 (b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purposes of the Certificates. "Rebate Amount" has the meaning set forth in Section 1. 148-1 (b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Certificates. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of ( 1 ) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Certificates has the meaning set forth in Section 1.148-4 of the Regulations. B. 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 any Certificate 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 receives 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 45035694.2 -22- federal income tax of the interest on any Certificate, the City shall comply with each of the specific covenants in this Section. C. 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 prior to the last Stated Maturity of Certificates: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates, and not use or permit the use of such Gross Proceeds {including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Certificates or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. 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 the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds 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 any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any Investment {or use Gross Proceeds to replace money so invested}, if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds {or with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of the Certificates. F. 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 Certificates to be federally guaranteed within the . meaning of section 149{b) of the Code and the Regulations and rulings thereunder. 45035694.2 -23- G. Information Report The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Certificate is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Certificate Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Certificates equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time 45035694.2 -24- prior to the earlier of the Stated Maturity or final payment of the Certificates, 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 Certificates not been relevant to either party. J. Elections. The City hereby directs and authorizes the Mayor, City Secretary, City Manager, Managing Director of Finance, and First Assistant City Manager, individually or jointly, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. SECTJON 25: Sale of Certificates -Official Statement Approval. The Certificates authorized by this Ordinance are hereby sold by the City to Salomon Smith Barney, Dain Rauscher Incorporated, Estrada Hinojosa & Company, Inc., Edward D. Jones and Southwest Securities (herein collectively referred to as the "Purchasers") in accordance with the Purchase Contract, dated June 14, 2001, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Mayor is hereby authorized and directed to execute said Purchase Contract for and on behalf of the City and as the act and deed of this Council, and in regard to the approval and execution of the Purchase Contract, the Council hereby finds, determines and declares that the representations, warranties and agreements of the City contained therein are true and correct in all material respects and shall be honored and performed by the City. Furthermore, the use of the Official Statement by the Purchasers in connection with the public offering and sale of the Certificates is hereby ratified, confirmed and approved in all respects. The final Official Statement, which reflects the terms of sale, attached as Exhibit A to the Purchase Contract (together with such changes approved by the Mayor, City Manager, First Assistant to City Manager, Managing Director of Finance or City Secretary, one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute said final Official Statement, dated June 14, 2001, in the offering, sale and delivery of the Certificates to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of said Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved.by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. SECTION 26: Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas, including the printing and supply of definitive Certificates, and shall take and have charge and control of the Initial Certificate(s) pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers. Furthermore, the Mayor, City Secretary, City Manager, Managing Director of Finance and Assistant City Manager, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Certificates, the approval of the Attorney General and the registration by the Comptroller of Public Accounts and, together with the City's financial 45035694,2 -25- advisor, bond counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Certificate(s} to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 27: Proceeds of Sale. The proceeds of sale of the Certificates, excluding the accrued interest and premium, if any, received from the purchasers, shall be deposited in a construction fund maintained at the City's depository bank. Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in authorized investments in accordance with the provisions of V.T.C.A., Government Code, Chapter 2256, including guaranteed investment contracts permitted by V.T.C.A., Section 2256.015 et seq., and the City's investment policies and guidelines, and any investment earnings realized shall be expended for such authorized projects and purposes or deposited in the Interest and Sinking Fund as shall be determined by the City Council. Accrued interest and premium, if any, received from the Purchasers as well as all surplus proceeds of sale of the Certificates, including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Interest and Sinking Fund. SECTION 28: Legal Opinion. The obligation of the Purchasers to accept delivery of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Attorneys, Dallas, Texas, approving such Certificates as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for such Certificates. A true and correct reproduction of said opinion is hereby authorized to be printed on the definitive Certificates or an executed counterpart thereof shall accompany the global Certificates deposited with the Depository Trust Company. SECTION 29: CUSIP Numbers. That CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving said Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 30: Benefits of Ordinance. N9thing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. SECTION 31: Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 32: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 33: Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. 45035694.2 -26- SECTION 34: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 35: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 36: Continuing Disclosure Undertaking. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "NRMSIR' means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC' means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. (b) Annual Reporls. The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year (beginning with the fiscal year ending September 30, 2001) financial information and operating data with respect to the City of the general type included in the final Official Statement approved by Section 25 of this Ordinance, being the information described_ in Exhibit C hereto. Financial statements to be provided shall be ( 1} prepared in accordance with the accounting principles described in Exhibit C hereto and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If audited financial statements are not available at the time the financial information and operating data must be provided, then the City shall provide unaudited financial statements for the applicable fiscal year to each NRMSIR and any SID with the financial information and operating data and will file the annual audit report, when and if the same becomes available. If the City changes its fiscal year, it will notify each NRMSIR and any SID 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. 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 reference to any document (including an official statement or other offering document, if it is available from the MSRB} that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. 45035694.2 -27- (c) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Certificates, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Certificates; 7. Modifications to rights of holders of the Certificates; 8. Certificate calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Certificates; and 11. Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such Section. (d) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section while, but only while, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give the notice required by subsection ( c) hereof of any Certificate calls and defeasance that cause the City to be no longer such an "obligated person." The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Certificates, and nothing in this Section, 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 Section 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 Section 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 Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANYCERTIFICATE. OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, 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. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. 45035694.2 -28- Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances resulting 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 (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates 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 (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (b) a 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 Holders and beneficial owners of the Certificates. The provisions of this Section may also be amended from time to time or repealed by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and to the extent that reservation of the City's right to do so would not prevent underwriters of the initial public offering of the Certificates from lawfully purchasing or selling Certificates in such offering. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 37: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by V.T.C.A., Government Code, Chapter 551, as amended. 45035694.2 -29- SECTION 38: Effective Date. This Ordinance shall take effect and be in force immediately from and after its passage on second and final reading, and IT IS SO ORDAINED. PASSED AND ADOPTED ON FIRST READING, May 24, 2001. PASSED AND ADOPTED ON SECOND AND FINAL READING, this the 14th day of June, 2001. ATTEST: (City Seal) APPROVED AS TO CONTENT: APPROVED AS TO FORM: {Le Blh7rn City Attorney 45035694.2 qv~LUB~OCK,~------ Mayor ~ -30- Ordinance No. 2001-00041 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of June 14, 2001 (this "Agreement"), by and between the City of Lubbock, Texas (the "Issuer"), and U. S. Trust Company of Texas, N.A., Dallas, Texas, a banking association duly organized and existing under the laws of the United States of America (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of Lubbock, Texas, Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001" (the "Securities") in the aggregate principal amount of $35,000,000, which Securities are scheduled to be delivered to the initial purchasers on or about July 19, 2001;and WHEREAS, the Issuer has selected and the Bank has agreed to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer and exchange thereof by the registered owners; and WHEREAS, the Bank represents it has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof; all in accordance with this Agreement and the "Bond Resolution" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Bond Resolution." The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. 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 Annex A attached hereto. 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 45039437.1 1 of the provIsIons hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE T\/vO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the principal office of the Bank as indicated in Section 3.01 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. "Fiscal Year" means the fiscal year of the Issuer, ending September 30th. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor, City Manager, Deputy City Mangaer, Managing Director of Finance, Assistant City Manager or City Secretary, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "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 mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Resolution}. "Redemption Date" when used with respect to any Security to be redeemed means the date fixed for such redemption pursuant to the terms of the Bond Resolution. "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, 45039437.1 -2- EXHIBIT A 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. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfers of Securities. "Stated Maturity" means the date specified in the Bond Resolution the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following offices: By Hand: U. S. Trust Company of Texas, N.A. 30 Broad Street B-Level New York, New York 10006-1906 By Mail: U. S. Trust Company of Texas, N.A. P. 0. Box 84 Bowling Green Station New York, New York 1027 4-0084 As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. All payments of principal and/or interest on the Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable to the registered owners, drawn on the fiduciary account provided in Section 5.05 hereof, sent by United States mail, first class, postage prepaid, to the address appearing on the Security Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities at the dates specified in the Bond Resolution. 45039437.1 -3- EXHIBIT A ARTICLE FOUR REGISTRAR Section 4.01. Security Register -Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the Security Register. The Bank represents and warrants its office in Dallas, Texas will at all times have immediate access to the Security Register by electronic or other means and will be capable at all times of producing a hard copy of the Security Register at its Dallas office for use by the Issuer. 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 by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request any supporting documentation it feels necessary to effect a re-registration, transfer or exchange of the Securities. To the extent possible and under reasonable circumstances, the Bank agrees that. in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other governments or corporations for whfch it serves as registrar, or that is maintained for its own securities. Section 4.03. Form of Security·Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer and exchange of the Securities 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 Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security 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 Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security 45039437.1 -4- KXHIBIT A 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. The Bank will not release or disclose the contents of the Security 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 court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclpsure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank, subject to the provisions of Section 23 of the Bond Resolution, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security. only upon the approval of the Issuer and after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen. 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. ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. 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. 45039437.1 • 5 - EXHIBIT A {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 resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, 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 Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) 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. (f) 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. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. 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. Moneys Held by Bank -Fiduciary Account/Collateralization. A fiduciary account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collateralized by securities or obligations which qualify and are eligible under both the laws of the State of Texas and the laws of the United States of America to secure and be pledged as collateral for fiduciary accounts to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such fiduciary account shall be made by check drawn on such fiduciary account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any 45039437.1 - 6 - IXRIBIT A 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 Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. lnterpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where either the Bank Office or the administrative offices of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of lnterpleader in any court of competent jurisdiction to determine the rights of pny Person claiming any interest herein. Section 5.08. OT Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements," which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. 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 on page 9. Section 6.04. Effect of Headings. 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. 45039437.1 -7-nHIBIT A Section 6.06. Severability. In case any prov1s1on herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Resolution 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 Resolution, the Bond Resolution 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. Section 6.10. Termination. This Agreement will terminate {i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or {ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until {a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and {b) notice given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt. delay or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register {or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. 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. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. 45039437.1 -8-EXRIBIT A IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [SEAL] Attest: Title: {CITY SEAL) Attest: City Secretary 45039437.1 U.S. TRUST COMPANY OF TEXAS, N.A. BY ____________ _ Title: Address: 2001 Ross Ave., Suite 2700 Dallas, Texas 75201 CITY OF LUBBOCK, TEXAS BY _____________ _ Mayor Address: P. 0. Box 2000 Lubbock, Texas 79457 -9-EXHIBIT A Ordinance No. 2001-00041 $35,000,000 CITY OF LUBBOCK, TEXAS Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series2001 PURCHASE CONTRACT June 14, 2001 The Honorable Mayor and Members of the City Council City of Lubbock 1625 13th St. Lubbock, Texas 79401 Dear Mayor and Members of the City Council: EXH\B\1 B Salomon Smith Barney (the "Authorized Representative") Dain Rauscher Incorporated, Estrada Hinojosa and Company, Inc., Edward D. Jones & Co., L.P. and Southwest Securities, Inc. ( collectively, the "Underwriters"), offer to enter into this Purchase Contract with the City of Lubbock, Texas (the "City"). 'This offer is made subject to the City's acceptance of this Purchase Contract on or before 9:00 p.m. Central Time on June 14, 2001. 1. Purchase and Sale of the Certificates. Upon the terms and conditions and upon the basis of the representations set forth herein, the Underwriters jointly and severally hereby agree to purchase from the City, and the City hereby agrees to sell and deliver to the Underwriters an aggregate of $35,000,000 principal amount of City of Lubbock, Texas Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 (the "Certificates"). The Certificates shall have the maturities, interest rates and be subject to redemption in accordance with the provisions of Exhibit A hereto and shall be issued and secured under the provisions of the Ordinance (as defined below). The purchase price for the Certificates shall be $34,915,145.80, representing the principal ~ount of the Certificates of $35,000,000.00, less an Underwriters' discount on the Certificates of $230,844.22, less an aggregate original issue discount on the Certificates of $93,102.15, and plus accrued interest in the amount of$239,092.17. Salomon Smith Barney represents that it has been duly authorized to execute this Purchase Contract and has been duly authorized to act hereunder as the Authorized Representative. All actions that may be taken by the Underwriters may be taken by the Authorized Representative alone. 2. Ordinance. The Certificates shall be as described in and shall be issued and secured under the provisions of the Ordinance authorizing the issuance and sale of the Certificates adopted by the City on June 14, 2001 (the "Ordinance"). The Certificates shall be secured and payable as provided in the Ordinance. 3. Public Offering. It shall be a condition of the obligations of the City to sell and deliver the Certificates to the Underwriters, and of the obligations of the Underwriters to purchase and accept delivery of the Certificates, that the entire principal amount of the Certificates authorized by the Ordinance shall be sold and delivered by the City and accepted and paid for by the Underwriters at the Closing. The Underwriters agree to make a bona fide public offering of all of the Certificates, at not in excess of the initial public offering prices, as set forth in the Official Statement; provided however at least ten percent (10%) of the principal amount of the Certificates of each maturity shall be sold to the "public" ( exclusive of dealers, brokers and investment bankers, etc.) at the initial offering price set forth in the Official Statement. 4. Security Deposit. Delivered to the City herewith is a corporate check of the Authorized Representative payable to the order of the City in the amount of$350,000. The City agrees to hold such check uncashed until the Closing to ensure the performance by the Underwriters of their obligation to purchase, accept delivery of and pay for the Certificates at the Closing. Concurrently with the payment by the Underwriters of the purchase price of the Certificates, the City shall return such check to the Authorized Representative as provided in Paragraphs 7 and 8 hereof. Should the City fail to deliver the Certificates at the Closing, or should the City be unable to satisfy the conditions of the obligations of the Underwriters to purchase, accept delivery of and pay for the Certificates, as set forth in this Purchase Contract (unless waived by the Authorized Representative), or should such obligations of the Underwriters be terminated for any reason pennitted by this Purchase Contract, such check shall immediately be returned to the Authorized Representative. In the event the Underwriters fail ( other than for a reason permitted hereunder) to purchase, accept delivery of and pay for the Certificates at the Closing as herein provided, such check shall be retained by the City as and for full liquidated damages for such failure of the Underwriters and for any defaults hereunder on the part of the Underwriters. The Authorized Representative hereby agrees not to stop or cause payment on said check to be stopped unless the City has breached any of the tenns of this Purchase Contract. 5. Official Statement. The Official Statement, including the cover pages and Appendices thereto, of the City, dated June 14, 2001, with respect to the Certificates, as further amended only in the manner herein provided, is hereinafter called the "Official Statement." The City hereby authorizes the Ordinance and the Official Statement and the information therein contained to be used by the Underwriters in connection with the public offering and sale of the Certificates. The City confinns its consent to the use by the Underwriters prior to the date hereof of the Preliminary Official Statement, relative to the Certificates, dated May 24, 2001 (the "Preliminary Official Statement"), in connection with the preliminary public offering and sale of the Certificates, and it is 11deemed final" as of its date, within the meaning, and for the purposes, of Rule l 5c2-12 promulgated under authority granted by the federal Securities and Exchange Act of 1934 (the "Rule"). The City agrees to cooperate with the Underwriters to provide a 2 EXJBBIT B supply of final Official Statements within seven business days of the date hereof in sufficient quantities to comply with the Underwriters' obligations under the Rule and the applicable rules of the Municipal Securities Rulemaking Board. The Underwriters will use their best efforts to assist the City in the preparation of the final Official Statement in order to ensure compliance with the aforementioned rules. If at any time after the date of this Purchase Contract but before the first to occur of ( i) the date upon which the Underwriters notify the City that the period of the initial public offering of the Certificates has expired or (ii) the date that is 90 days after the date hereof, any event shall occur that might or would cause the Official Statement to contain any untrue statement of a material fact or to 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, the City shall notify the Authorized Representative, and if, in the opinion of the Authorized Representative, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will at its expense supplement or amend the Official Statement in the form and in a manner approved by the Authorized Representative and furnish to the Underwriters a reasonable number of copies requested by the Authorized Representative in order to enable the Underwriters to comply with the Rule. To the best knowledge and belief of the City, the Official Statement contains information, including financial information or operating data, as required by the Rule. The City has not failed to comply with any undertaking specified in paragraph (bX5Xi) of the Rule within the last five years. 6. Representations, Warranties and Agreements of the City. On the date hereof, the City represents, warrants and agrees as follows: (a) The City is a home rule municipality and a political subdivision of the State ofTexas and a body politic and corporate, and has full legal right, power and authority to enter into this Purchase Contract, to adopt the Ordinance, to sell the Certificates, and to issue and deliver the Certificates to the Underwriters as provided herein and to carry out and consummate all other transactions contemplated by the Ordinance and this Purchase Contract; (b) By official action of the City prior to or concurrently with the acceptance hereof, the City has duly adopted the Ordinance, has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations contained in the Certificates and this Purchase Contract and has duly authorized and approved the performance by the City of its obligations contained in the Ordinance and in this Purchase Contract; ( c) The City is not in breach of or default under any applicable law or administrative regulation of the State of Texas or the United States (including regulations of its agencies) or any applicable judgment or decree or any loan agreement, note, order, agreement or other instrument, except as may be disclosed in the Official Statement, to which the City is a party or to the 3 EXHIBIT B knowledge of the City it is otherwise subject, that would have a material and adverse effect upon the business or financial condition of the City; and the execution and delivery of this Purchase Contract by the City and the execution and delivery of the Certificates and the adoption of the Ordinance by the City and compliance with the provisions of each thereof will not violate or constitute a breach of or default under any existing law, administrative regulation, judgment, decree or any agreement or other instrument to which the City is a party or, to the knowledge of the City, is otherwise subject; ( d) All approvals, consents and orders of any governmental authority or agency having jurisdiction of any matter that would constitute a condition precedent to the performance by the City of its obligations to sell and deliver the Certificates hereunder will have been obtained prior to the Closing; ( e) At the time of the City's acceptance hereof and at the time of the Closing, the Official Statement does not and will not contain any 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; (f) Between the date of this Purchase Contract and the Closing, the City will not, without the prior written consent of the Underwriters, issue any additional bonds, notes or other obligations for borrowed money payable in whole or in part from ad valorem taxes, and the City will not incur any material liabilities, direct or contingent, nor will there be any adverse change of a material nature in the financial position of the City; (g) Except as described in the Official Statement, no litigation is pending or, to the knowledge of the City, threatened in any court affecting the corporate existence of the City, the title of its officers to their respective offices, or seeking to restrain or enjoin the issuance or delivery of the Certificates, the levy, collection or application of the ad valorern taxes and revenues of the City's Municipal Drainage Utility System (the "System") pledged or to be pledged to pay the principal of and interest on the Certificates, or in any way contesting or affecting the issuance, execution, delivery, payment, security or validity of the Certificates, or in any way contesting or affecting the validity or enforceability of the Ordinance or this Purchase Contract, or contesting the powers of the City, or any authority for the Certificates, the Ordinance or this Purchase Contract or contesting in any way the completeness, accuracy or fairness of the Preliminary Official Statement or the Official Statement; (h) The City will cooperate with the Underwriters in arranging for the qualification of the Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Authorized Representative designates, and will use its best efforts to continue such qualifications in effect so long as required for distribution of the Certificates; 4 EXHIBIT B provided, however, that the City will not be required to execute a consent to service of process or to qualify to do business in connection with any such qualification in any jurisdiction; (i) The descriptions of the Certificates and the Ordinance contained in the Official Statement accurately summarize certain provisions of such instruments, and the Certificates, when validly executed, authenticated and delivered in accordance with the Ordinance and sold to the Underwriters as provided herein, will be validly issued and outstanding obligations of the City entitled to the benefits of, and subject to the limitations contained in, the Ordinance; G) If prior to the Closing an event occurs affecting the City that is materially adverse for the purpose for which the Official Statement is to be used and is not disclosed in the Official Statement, the City shall notify the Authorized Representative, and if in the opinion of the City and the Authorized Representative such event requires a supplement or amendment to the Official Statement, the City will supplement or amend the Official Statement in a form and in a manner approved by the Authorized Representative; (k) The financial statements contained in the Official Statement present fairly the financial position of the City as of the date and for the period covered thereby and are stated on a basis substantially consistent with that of the prior year's audited financial statements; ( l) Any certificate signed by any official of the City and delivered to the Underwriters shall be deemed a representation and warranty by the City to the Underwriters as to the truth of the statements therein contained; (m) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon; and (n) The City will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Certificates to be applied in a manner other than as provided in the Ordinance or that would cause the interest of the Certificates to be includable in gross income of the holders thereof for federal income tax purposes. 7. Closing. At 10:00 A.M., Central Time, on July 19, 2001 (the "Closing"), the City will deliver the initial Certificates ( as defined fu the Ordinance) to the Underwriters and the City shall take appropriate steps to provide OTC with one definite securities certificate for each year of maturity of the Certificates, and to provide the Underwriters with the other documents hereinafter mentioned. On or prior to the date of Closing, the Underwriters shall make arrangements with The Depository Trust C?mpany ("OTC") for the Certificates to be immobiliz.ed and thereafter traded as book-entry only securities and on the date of Closing the Underwriters will accept such delivery and pay the purchase price of the Certificates as set forth in Paragraph I hereof in immediately available funds. Concurrently with such payment by the 5 EXHIBIT B Underwriters, the City shall return to the Authorized Representative the check referred to in paragraph 4 hereof. Delivery and payment as aforesaid shall be made at the office of the paying agent/registrar, as noted in the Official Statement, or such other place as shall have been mutually agreed upon by the City and th~ Authorized Representative. 8. Conditions. The Underwriters have entered into this Purchase Contract in reliance upon the representations and warranties of the City contained herein and to be contained in the documents and instruments to be delivered at the Closing, and upon the perforrnance by the City of its obligations hereunder, both as of the date hereof and as of the date of Closing. Accordingly, the Underwriters' obligations under this Purchase Contract to purchase and pay for the Certificates shall be subject to the performance by the City of its obligations to be perfonned hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions: (a) The representations and warranties of the City contained herein shall be true, complete and correct in all material respects on the date hereof and on and as of the date of Closing, as if made on the date of Closing; (b) At the time of the Closing, (i) the Ordinance shall be in full force and effect, and the Ordinance shall not have been amended, modified or supplemented and the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to by the Authorized Representative; and (ii) the net proceeds of the sale of the Certificates shall be deposited and applied as described in the Official Statement and in the Ordinance; ( c) At the time of the Cosing, all official action of the City related to the Ordinance shall be in full force and effect and shall not have been amended, modified or supplemented; ( d) The City shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; ( e) At or prior to the Closing, the Underwriters shall have received each of the following documents: '(1) The Official Statement of the City executed on behalf of the City by the Mayor and City Secretary; (2) The Ordinance certified by the City Secretary under the seal of the City as having been duly adopted by the City and as being in effect, with such changes or amendments as may have been agreed to by the Underwriters, the Ordinance shall contain the agreement of the City, in fonn satisfactory to the Underwriters, that is described under the caption "Continuing Disclosure oflnfonnation11 in the Preliminary Official Statement; 6 IXBIBIT B (3) The opinion, dated the date of Closing, of Fulbright & Jaworski L.L.P. ("Bond Counsel") in substantially the fonn and substance of Appendix C to the Official Statement; ( 4) An opinion or certificate, dated on or prior to the date of Closing, of the Attorney General of Texas, approving the Certificates as required by law and the registration certificate of the Comptroller of Public Accounts of the State of Texas; (5) The supplemental opinion or opinions, dated the date of Closing, of Bond Counsel, addressed to the City and the Underwriters, which provides that the Underwriters may rely upon the opinion of Bond Counsel delivered in accordance with the provisions of paragraph 8(f)(3) hereof, and opining to the effect that (a) the Purchase Contract has been duly authorized, executed and delivered by the City and (assuming due authorization by the Underwriters) constitutes a binding and enforceable agreement of the City in accordance with its terms; (b) in its capacity as Bond Counsel, such firm has reviewed the information in the Official Statement under the captions or subcaptions subcaptions "The Certificates" (exclusive of the information under the subcaptions "Book- Entry Only System" and "Holders' Remedies"), "Tax Matters," "Continuing Disclosure of Information" ( exclusive of the information under the subcaption "Compliance with Prior Undertakings"), "Legal Opinions"(exclusive of the last two sentences of the first paragraph thereof) and "Legal Investments and Eligibility to Secure Public Funds in Texas" and such firm is of the opinion that such descriptions present a fair and accurate summary of the provisions of the laws and instruments therein described and, with respect to the Certificates, such information conforms to the Ordinance; and ( c) the Certificates are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Ordinance is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; ( 6) An opinion ofMcCall, Parkhurst & HortonL.L.P., Underwriters' Counsel addressed to the Underwriters, and dated the date of Closing to the effect that: (i) the Certificates are exempt securities within the meaning of Section 3(a)(2) of the Securities Act of 1933, as amended, and it is not necessary in connection with the sale of the Certificates to the public to register the Certificates under the Securities Act of 1933, as amended, orto qualify the Ordinance under the Trust Indenture Act of 1939, as amended; and (ii) in their participation in the preparation of the Official Statement, nothing has come to the attention of said firm that would lead them to believe that the Official Statement ( exclw:ling the financial and statistical data and forecasts included therein, all as to which no view need be expressed) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; 7 EXHIBIT B (7) A certificate, dated the date of Closing, signed by the Mayor and City Manager of the City, to the effect that (i) the representations and warranties of the City contained herein are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (ii) except to the extent disclosed in the Official Statement, no litigation is pending or, to the knowledge of such persons, threatened in any court to restrain or enjoin the issuance or delivery of the Certificates, or the levy, collection or application of the ad valorem taxes and revenues of the System pledged or to be pledged to pay the principal of and interest on the Certificates, or the pledge thereof, or in any way contesting or affecting the validity of the Certificates, the Ordinance or this Purchase Contract, or contesting the powers of the City or the authorization of the Certificates or the Ordinance, or contesting in any way the accuracy, completeness or fairness of the Official Statement (but in lieu of or in conj1m.ction with such certificate, the Underwriters may, in their sole discretion, accept certificates or opinions of the City Attorney that, in the opinion thereof, the issues raised in any such pending or threatened litigation are without substance or that the contentions of all plaintiffs therein are without merit); (iii) to the best of their 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 respect; and (iv) that there has not been any material and adverse change in the affairs or financial condition of the City since September 30, 2000, the latest date as to which audited financial information is available; (8) An opinion of the City Attorney addressed to the Underwriters and dated the date of Closing substantially in the form and substance of Exhibit B hereto; (9) A certificate, dated the date of the Closing, of an appropriate officer of the City to the effect that, on the basis of the facts, estimates and circmnstances in effect on the date of delivery of the Certificates, it is not expected that the proceeds of the Certificates will be used in a manner that would cause the Certificates to be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Ccxle of 1986, as amended; , (10) Evidence of the rating on the Certificates, which shall be "Aaa" by Moody's Investors Service, Inc. ("Moody's11), "AAA" by Standard and Poors Corporation, a division of the McGraw-Hill Companies, Inc. ("S&P"), and II AAA" by Fitch, Inc. ("Fitch11), shall be delivered in a form acceptable to the Underwriters; ( 11) A copy of the policy of ml.m.icipal bond insurance issued by Financial Guaranty Insurance Company with respect to the Certificates; and 8 EXHIBIT B ( 11) Such additional legal oplillons, certificates, instruments and other documents as Bond Counsel or the Underwriters may reasonably request to evidence the truth, accuracy and completeness, as of the date hereof and as of the date of Closing, of the City's representations and warranties contained herein and of the statements and infonnation contained in the Official Statement and the due performance and satisfaction by the City at or prior to the date of Closing of all agreements then to be perfonned and all conditions then to be satisfied by the City. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are satisfactory to the Underwriters. If the City shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Certificates as set forth in this Purchase Contract, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Certificates shall be terminated for any reason pennitted by this Purchase Contract, this Purchase Contract shall tenninate, the security deposit referred to in Paragraph 4 of this Purchase Contract shall be returned to the Authorized Representative and neither the Underwriters nor the City shall be under ftnther obligation hereunder, except that the respective obligations of the City and the Underwriters set forth in Paragraphs 10 and 12 hereof shall continue in full force and effect 9. Termination. The Underwriters may tenninate their obligation to purchase at any time before the Closing if any of the following should occur: (a) (i) Legislation shall have been enacted by the Congress of the United States, or recommended to the Congress for passage by the President of the United States or favorably reported for passage to either House of the Congress by any Committee of such House; or (ii) a decision shall have been rendered by a court established under Article ill of the Constitution of the United States or by the United States Tax Court; or (iii) an order, ruling or regulation shall have been issued or proposed by or on behalf of the Treasury Department of the United States or the Internal Revenue Service or any other agency of the United States; or (iv) a release or official statement shall have been issued by the President of the United States or by the Treasury Department of the United States or by the Internal Revenue Service, the effect of which, in any such case described in clause (i), (ii), (iii), or (iv), would be to impose, directly or indirectly, federal income taxation upon interest received on obligations of the general character of the Certificates or upon income of the general character to be derived by the City, other than any imposition of federal income taxes upon interest received on obligations of the general character as the Certificates on the date hereof and other than as disclosed in the Official Statement, in such a manner as in the judgment of the Authorized Representative would materially impair the marketability or materially reduce the market price of obligations of the general character of the Certificates. 9 EXHIBIT B (b) Any action shall have been taken by the Securities and Exchange Commission or by a court that would require registration of any security under the Securities Act of 1933, as amended, or qualification of any indenture under the Trust Indenture Act of 1939, as amended, in c;onnection with the public offering of the Certificates, or any action shall have been taken by any court or by any gov~mmental authority suspending the use of the Preliminary Official Statement or the Official Statement or any amendment or supplement thereto, or any proceeding for that purpose shall have been initiated or threatened in any such court or by any such authority. ( c) (i) The Constitution of the State of Texas shall be amended or an amendment shall be proposed; or (ii) legislation shall be enacted; or (iii) a decision shall have been rendered as to matters of Texas law; or (iv) any order, ruling or regulation shall have been issued or proposed by or on behalf of the State of Texas by an official, agency or department thereof, affecting the tax status of the City, its property or income, its bonds or other obligations (including the Certificates) or the interest thereon, that in the judgment of the Authorized Representative would materially affect the market price of the Certificates. (d) (i) A general suspension of trading in securities shall have occurred on the New York Stock Exchange; or (ii) the United States shall have become engaged in hostilities (including the escalation of any hostilities existing on the date hereof, whether foreseeable), the effect of which, in either case described in clause (i) and (ii), that, in the judgment of the Authorized Representative, would materially affect the market price of the Certificates. ( e) An event described in Paragraph 6(j) hereof occurs that, in the opinion of the Authorized Representative, requires a supplement or amendment to the Official Statement that is deemed by them, in their discretion, to adversely affect the market for the Certificates. (f) A general banking moratorium shall have been declared by authorities of the United States, the State of New York or the State of Texas. (g) A lowering of the ratings of "Aaa," "AAA" and "AAA", initially assigned to the Certificates by Moody's, S&P and Fitch, respectively, shall occur prior to the Closing. 10. Expenses. (a) The City shall pay all expenses incident to the issuance of the Certificates, including but not limited to: (i) the cost of f:be preparation, printing and distribution of the Preliminary Official Statement and the Official Statement; (ii) the cost of the preparation and printing of the Certificates; (iii) the fees and expenses of Bond Counsel to the City; (iv) the fees and disbursements of the City's accountants, advisors, and of any other experts or consultants retained by the City; (v) the fees for the bond ratings and any travel or other expenses incurred incident thereto and (vi) the premium for municipal bond ~ce policy pertaining to the Certificates. 10 EXHIBIT B (b) The Underwriters shall pay (i) all advertising expenses in connection with the offering of the Certificates; (ii) the cost of the preparationand printing of all the underwriting documents; and (iii) the fee of McCall, Parkhurst & Horton L.L.P. for suchfinn1s opinion required by Paragraph 8(e)(6) hereof. 11. Notices. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing at the address for the City set forth above, and any notice or other communication to be given to the Underwriters under this Purchase Contract may be given by delivering the same in writing to Salomon Smith Barney, 200 Crescent Court, Suite 200, Dallas, Texas 75201, Attention: Jorge Garza. 12. Parties in Interest This Purchase Contract is made solely for the benefit of the City and the Underwriters (including the successors or assigns of any Underwriter) and no other person shall acquire or have any right under this contract. The City's representations, warranties and agreements contained in this Purchase Contract that exist as of the Closing, and without regard to any change in fact or circumstance occurring subsequent to the Closing, shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf of the Underwriters, and (ii) delivery of any payment for the Certificates hereunder; and the City's representations and warranties contained in Paragraph 6 of this Purchase Contract shall remain operative and in full force and effect, regardless of any tennination of this Purchase Contract. 13. Severability. If any provision of this Purchase Contract shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstances, or of rendering any other provision inoperative or unenforceable to any extent whatever. 14. Choice of Law. This Purchase Contract shall be governed by and construed in accordance with the laws of the State of Texas. 15. Execution in Counterparts. This Purchase Contract may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Purchase Contract by signing any such counterpart. 16. Section Headings. Section headings have been inserted in this Contract as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Contract and will not be used in the interpretation of any provisions of this Contract. 17. Status of the Underwriters. It is understood and agreed that for all purposes of this Contract and the transactions contemplated hereby the Underwriters have, in their role as underwriters, acted solely as independent contractors and have not acted as financial or investment advisors, fiduciaries or agents to or for the City, whether directly or indirectly through any person. The City recognizes that the Underwriters expect to profit from the acquisition and potential distribution of the Certificates. 11 or agents to or for the City, whether directly or indirectly through any person. The City recognizes that the Underwriters expect to profit from the acquisition and potential distribution of the Certificates. 12 ·•XHIBIT B 18. Effective Date. This Purchase Contract shall become effective upon the execution of the acceptance hereof by the Mayor of the City and shall be valid and enforceable as of the time of such acceptance. Accepted: This 14th day of June, 2001 By: Mayor City of Lubbock, Texas Attest: City Secretary City of Lubbock, Texas Very truly yours, Solomon Smith Barney Dain Rauscher Incorporated Estrada Hinojosa and Company, Inc. Edward D. Jones & Co., L.P. Southwest Securities, Inc. By: Solomon Smith Barney Authorized Representative By: Title: Director 13 EXBIBII' B . Ordinance No. 2001-00041 EXHIBIT A Schedule of Maturities, Interest Rates, Yields and Redemption Provisions Qty of Lubbock, Texas Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 Maturity Principal Interest Rate Yield (2/15) Amount (¾) (¾) 2002 $160,000 5.000 2.875 2003 550,000 5.000 3.300 2004 575,000 5.000 3.500 2005 605,000 5.000 3.700 2006 635,000 5.000 3.850 2007 670,000 5.000 4.030 2008 705,000 5.000 4.160 2009 740,000 5.000 4.280 2010 780,000 5.000 4.370 2011 815,000 4.400 4.470 2012 855,000 4.625 4.630 2013 895,000 4.700 4.750 2014 940,000 4.800 4.850 2015 985,000 4.900 4.950 2016 1,035,000 5.000 5.030 2017 1,085,000 5.000 5.110 2018 1,145,000 5.125 5.160 2019 1,205,000 5.125 5.200 2020 1,270,000 5.200 5.230 2021 1,335,000 5.200 5.260 2023 2,885,000 5.200 5.310 2026 4,940,000 5.250 5.350 2031 10,190,000 5.300 5.400 The Certificates maturing on and after February 15, 2011 are subject to redemption prior to maturity at the option of the City on February 15, 2010 or any date thereafter at a price of par plus accrued interest to the date of redemption. In addition, the Certificates maturing on February 15 in each of the years 2023, 2026 and 2031 (the "Tenn Certificates") are subject to mandatory redemption prior to maturity. The Term Certificates shall be redeemed by the Paying Agent/Registrar in part prior to maturity for the principal amount thereof and accrued interest to the date of redemption, and without premium, on the dates and in the principal amounts as set forth in the following schedule: Certificates Maturing 2/15/23 Certificates Maturing 2/15/26 Certificates Maturing 2/15/31 Principal Redemption Principal Redemption Principal Redemption Date Amount Date Amount Date Amount 2/15/22 $1,405,000 2/15/24 $1,560,000 2/15/27 $1,830,000 2/15/23* 1,480,000 2/15/25 1,645,000 2/15/28 1,925,000 2/15/26* 1,735,000 2/15/29 2,030,000 2/15/30 2,145,000 2/15/31* 2,260,000 (*) Final maturity. A-1 EXHIBIT B • . Solomon Smith Barney Dain Rauscher Incorporated Estrada Hinojosa and Company, Inc. Edward D. Jones & Co .. L.P. Southwest Securities, Inc. % Solomon Smith Barney 200 Crescent Court, Suite 200 Dallas, Texas 75201 Ladies and Gentlemen: Ordinance No. 2001-00041 EXHIBIT B OPINION OF THE CITY ATTORNEY July 19, 2001 I am the City Attorney for the City of Lubbock, Texas (the "City") at the time of the issuance and sale of the "City of Lubbock, Texas Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 200 l ," in the aggregate principal amount of$3S,000,000 (the "Certificates"). pursuant to the provisions of an ordinance duly adopted by the City Council of the City on June 14.2001 (the "Ordinance"). Capitalized terms not otherwise defined in this opinion have the meanings assigned in the Purchase Contract. In my capacity as City Attorney to the City, I have reviewed such agreements, documents, certificates, opinions, letters, and other papers as [ have deemed necessary or appropriate in rendering the opinions set forth below. In making my review, I have assumed the authenticity of all documents and agreements submitted to me as originals conformity to the originals of all documents and agreements submitted to me as certified or photostatic copies, the authenticity of the originals of such latter documents and agreements, and the accuracy of the statement contained in such documents. Based upon the foregoing, and subject to the qualifications and exceptions hereinafter set forth, I am of the opinion that under the applicable laws of the United States of America and the State of Texas in force and effect on the date hereof: I. Based on reasonable inquiry made of the responsible City employees and public officials, the City is not, to the best of my knowledge, in breach of or in default under any applicable law or administrative regulation of the State ofTexas or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution. ordinance, agreement or other instrument to which the City is party or is otherwise subject and, to the best of my knowledge after due inquiry, no event has occurred and is continuing that, with the passage of time or the giving ofnotice, or both, would constitute such a default by the City under any of the foregoing; and the execution and delivery of the Purchase Contract and the Certificates, and the adoption of the Ordinance and compliance with the provisions of each of such agreements or instruments does not constitute a breach of or default under any applicable law or administrative regulation of the State of Texas or the United States or any applicable judgment or decree or, to the best of my knowledge. any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City is a party or is otherwise subject; and 2. Except as disclosed in the Official Statement, no litigation is pending. or, to my knowledge, threatened, in any court in any way ( a) challenging the titles of the Mayor or any of the other members of the City Council to their respective offices, (b) seeking to restrain or enjoin the issuance or delivery of any of the Certificates, or the collection of taxes levied or to be levied to pay the principal of and interest on the Certificates, (c) contesting or affecting the validity or enforceability of the Certificates, the Ordinance or the Purchase Contract (d) contesting the powers of the City or any authority for the issuance of the Certificates, or the adoption of the Ordinance, or (e} that would have a material and adverse effect on the financial condition of the City, including, particularly on the financial condition of the Municipal Drainage Utility System of the City. B-3 EXBIBII' B ·• This opinion is furnished solely for your benefit and may be relied upon only by the addresses hereof or anyone to whom specific pennission is given in writing by me. Very truly yours, B-4 EXHIBIT B • Ordinance No. 2001-00041 Exhibit C to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 36 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The financial statements of the City appended to the Official Statement as Appendix B, but for the most recently concluded fiscal year. 2. The information contained in Tables 1 through 6 and 8A through 17 of the Official Statement. Accounting Principles The accounting principles referred to in such Section are the generally accepted accounting principles as applicable to governmental units as prescribed by The Government Accounting Standards Board. 45035694.1 C-1 Ordinance No. 2001-00041 $35,000,000 CITY OF LUBBOCK, TEXAS Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 PURCHASE CONTRACT June 14, 2001 The Honorable Mayor and Members of the City Council City of Lubbock 1625 13th St. Lubbock, Texas79401 Dear Mayor and Members of the City Council: Salomon Smith Barney (the "Authorized Representative") Dain Rauscher Incorporated, Estrada Hinojosa and Company, Inc., Edward D. Jones & Co., LP. and Southwest Securities, Inc. (collectively, the "Underwriters"), offer to enter into this Purchase Contract with the City of Lubbock, Texas (the '1City"). This offer is made subject to the City's acceptance of this Purchase Contract on or before 9:00 p.m. Central Time on June 14, 2001. 1. Pnrcbase and Sale of tile Certificates. Upon the terms and conditions and upon the basis of the representations set forth herein, the Underwriters jointly and severally hereby agree to purchase from the City, and the City hereby agrees to sell and deliver to the Underwriters an aggregate of $35,000,000 principal amount of City of Lubbock, Texas Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 (the "Certificates11). The Certificates shall have the maturities, interest rates and be subject to redemption in accordance with the provisions of Exhibit A hereto and shall be issued and secured under the provisions of the Ordinance (as defined below). The purchase price for the Certificates shall be $34,915,145.80, representing the principal amount of the Certificates of $35,000,000.00, less an Underwriters' discount on the Certificates of $230,844.22, less an aggregate original issue discount on the Certificates of $93,102.15, and plus accrued interest in the amount of $239,092.17. Salomon Smith Barney represents that it has been duly authorized to execute this Purchase Contract and has been duly authorized to act hereunder as the Authorized Representative. All actions that may be taken by the Underwriters may be taken by the Authorized Representative alone. 2. Ordinance. The Certificates shall be as described in and shall be issued and secured under the provisions of the Ordinance authorizing the issuance and sale of the Certificates adopted by the City on June 14, 2001 (the "Ordinance"). The Certificates shall be secured and payable as provided in the Ordinance. 3. Public Offering. It shall be a condition of the obligations of the City to sell and deliver the Certificates to the Underwriters, and of the obligations of the Underwriters to purchase and accept delivery of the Certificates, that the entire principal amount of the Certificates authorized by the Ordinance shall be sold and delivered by the City and accepted and paid for by the Underwriters at the Closing. The Underwriters agree to make a bona fide public offering of all of the Certificates, at not in excess of the initial public offering prices, as set forth in the Official Statement; provided however at least ten percent (10%) of the principal amount of the Certificates of each maturity shall be sold to the "public" ( exclusive of dealers, brokers and investment bankers, etc.) at the initial offering price set forth in the Official Statement. 4. Security Deposit. Delivered to the City herewith is a corporate check of the Authorized Representative payable to the order of the City in the amount of $350,000. The City agrees to hold such check uncashed until the Closing to ensure the perfonnance by the Underwriters of their obligation to purchase, accept delivery of and pay for the Certificates at the Closing. Concurrently with the payment by the Underwriters of the purchase price of the Certificates, the City shall return such check to the Authorized Representative as provided in Paragraphs 7 and 8 hereof. Should the City fail to deliver the Certificates at the Closing, or should the City be unable to satisfy the conditions of the obligations of the Underwriters to purchase, accept delivery of and pay for the Certificates, as set forth in this Purchase Contract (unless waived by the Authorized Representative), or should such obligations of the Underwriters be terminated for any reason pennitted by this Purchase Contract, such check shall immediately be returned to the Authorized Representative. In the event the Underwriters fail ( other than for a reason pennitted hereunder) to purchase, accept delivery of and pay for the Certificates at the Closing as herein provided, such check shall be retained by the City as and for full liquidated damages for such failure of the Underwriters and for any defaults hereunder on the part of the Underwriters. The Authorized Representative hereby agrees not to stop or cause payment on said check to be stopped unless the City has breached any of the terms of this Purchase Contract. 5. Official Statement. The Official Statement, including the cover pages and Appendices thereto, of the City, dated June 14, 2001, with respect to the Certificates, as further amended only in the manner herein provided, is hereinafter called the "Official Statement.11 The City hereby authorizes the Ordinance and the Official Statement and the information therein contained to be used by the Underwriters in connection with the public offering and sale of the Certificates. The City confirms its consent to the use by the Underwriters prior to the date hereof of the Preliminary Official Statement, relative to the Certificates, dated May 24, 2001 (the "Preliminary Official Statement"), in connection with the preliminary public offering and sale of the Certificates, and it is "deemed final" as of its date, within the meaning, and for the purposes, of Rule 15c2-12 promulgated under authority granted by the federal Securities and Exchange Act of 1934 (the "Rule"). The City agrees to cooperate with the Underwriters to provide a 2 supply of final Official Statements within seven business days of the date hereof in sufficient quantities to comply with the Underwriters' obligations under the Rule and the applicable rules of the Municipal Securities Rulemaking Board. The Underwriters will use their best efforts to assist the City in the preparation of the final Official Statement in order to ensure compliance with the aforementioned rules. If at any time after the date of this Purchase Contract but before the first to occur of (i) the date upon which the Underwriters notify the City that the period of the initial public offering of the Certificates has expired or (ii) the date that is 90 days after the date hereof, any event shall occur that might or would cause the Official Statement to contain any untrue statement of a material fact or to 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, the City shall notify the Authorized Representative, and if, in the opinion of the Authorized Representative, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will at its expense supplement or amend the Official Statement in the form and in a manner approved by the Authorized Representative and :furnish to the Underwriters a reasonable number of copies requested by the Authorized Representative in order to enable the Underwriters to comply with the Rule. To the best knowledge and belief of the City, the Official Statement contains information, including financial information or operating data, as required by the Rule. The City has not failed to comply with any undertaking specified in paragraph (b )(5Xi) of the Rule within the last five years. 6. Representations, Warranties and Agreements of the City. On the date hereof, the City represents, warrants and agrees as follows: (a) The City is a home rule municipality and a political subdivision of the State of Texas and a body politic and corporate, and has full legal right, power and authority to enter into this Purchase Contract, to adopt the Ordinance, to sell the Certificates, and to issue and deliver the Certificates to the Underwriters as provided herein and to cany out and consummate all other transactions contemplated by the Ordinance and this Purchase Contract; (b) l3y official action of the City prior to or concurrently with the acceptance hereof, the City has duly adopted the Ordinance, has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations contained in the Certificates and this Purchase Contract and has duly authorized and approved the performance by the City of its obligations contained in the Ordinance and in this Purchase Contract; ( c) The City is not in breach of or default under any applicable law or administrative regulation of the State of Texas or the United States (including regulations of its agencies) or any applicable judgment or decree or any loan agreement, note, order, agreement or other instrument, except as may be disclosed in the Official Statement, to which the City is a party or to the 3 knowledge of the City it is otherwise subject, that would have a material and adverse effect upon the business or financial condition of the City; and the execution and delivery of this Purchase Contract by the City and the execution and delivery of the Certificates and the adoption of the Ordinance by the City and compliance with the provisions of each thereof will not violate or constitute a breach of or default under any existing law, administrative regulation, judgment, decree or any agreement or other instrument to which the City is a party or, to the knowledge of the City, is otherwise subject; ( d) All approvals, consents and orders of any governmental authority or agency having jurisdiction of any matter that would constitute a condition precedent to the perfonnance by the City of its obligations to sell and deliver the Certificates hereunder will have been obtained prior to the Closing; ( e) At the time of the City's acceptance hereof and at the time of the Closing, the Official Statement does not and will not contain any 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; (f) Between the date of this Purchase Contract and the Closing, the City will not, without the prior written consent of the Underwriters, issue any additional bonds, notes or other obligations for borrowed money payable in whole or in part from ad valorem taxes, and the City will not incur any material liabilities, direct or contingent, nor will there be any adverse change of a material nature in the financial position of the City; (g) Except as described in the Official Statement, no litigation is pending or, to the knowledge of the City, threatened in any court affecting the corporate existence of the City, the title of its officers to their respective offices, or seeking to restrain or enjoin the issuance or delivery of the Certificates, the levy, collection or application of the ad valorem taxes and revenues of the City's Municipal Drainage Utility System (the "System") pledged or to be pledged to pay the principal of and interest on the Certificates, or in any way contesting or affecting the issuance, execution, delivery, payment, security or validity of the Certificates, or in any way contesting or affecting the validity or enforceability of the Ordinance or this Purchase Contract, or contesting the powers of the City, or any authority for the Certificates, the Ordinance or this Purchase Contract or contesting in any way the completeness, accuracy or fairness of the Preliminary Official Statement or the Official Statement; (h) The City will cooperate with the Underwriters in arranging for the qualification of the Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Authorized Representative designates, and will use its best efforts to continue such qualifications in effect so long as required for distribution of the Certificates; 4 provided, however, that the City will not be required to execute a consent to service of process or to qualify to do business in connection with any such qualification in any jurisdiction; (i) The descriptions of the Certificates and the Ordinance contained in the Official Statement accurately summarize certain provisions of such instruments, and the Certificates, when validly executed, authenticated and delivered in accordance with the Ordinance and sold to the ,underwriters as provided herein, will be validly issued and outstanding obligations of the City entitled to the benefits of, and subject to the limitations contained in, the Ordinance; G) If prior to the Closing an event occurs affecting the City that is materially adverse for the purpose for which the Official Statement is to be used and is not disclosed in the Official Statement, the City shall notify the Authorized Representative, and if in the opinion of the City and the Authorized Representative such event requires a supplement or amendment to the Official Statement, the City will supplement or amend the Official Statement in a form and in a manner approved by the Authorized Representative; (k) The financial statements contained in the Official Statement present fairly the financial position of the City as of the date and for the period covered thereby and are stated on a basis substantially consistent with that of the prior year's audited financial statements; ( l) Any certificate signed by any official of the City and delivered to the Underwriters shall be deemed a representation and warranty by the City to the Underwriters as to the truth of the statements therein contained; (m) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon; and (n) The City will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Certificates to be applied in a manner other than as provided in the Ordinance or that would cause the interest of the Certificates to be includable in gross income of the holders thereof for federal income tax purposes. 7. Closing. At 10:00 A.M., Central Time, on July 19, 2001 (the "Closing0), the City will deliver the initial Certificates ( as defined in the Ordinance) to the Underwriters and the City shall take appropriate steps to provide OTC with one definite securities certificate for each year of maturity of the Certificates, and to provide the Underwriters with the other documents hereinafter mentioned. On or prior to the date of Closing, the Underwriters shall make arrangements with The Depository Trust Company ("OTC") for the Certificates to be immobilized and thereafter traded as book-entry only securities and on the date of Closing the Underwriters will accept such delivery and pay the purchase price of the Certificates as set forth in Paragraph 1 hereof in immediately available funds. Concurrently with such payment by the 5 Underwriters, the City shall return to the Authorized Representative the check referred to in paragraph 4 hereof. Delivery and payment as aforesaid shall be made at the office of the paying agent/registrar, as noted in the Official Statement, or such other place as shall have been mutually agreed upon by the City and the Authorized Representative. 8. Conditions. The Underwriters have entered into this Purchase Contract in reliance upon the representations and warranties of the City contained herein and to be contained in the documents and instruments to be delivered at the Closing, and upon the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of Closing. Accordingly, the Underwriters' obligations under this Purchase Contract to purchase and pay for the Certificates shall be subject to the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions: (a) The representations and warranties of the City contained herein shall be true, complete and correct in all material respects on the date hereof and on and as of the date of Closing, as if made on the date of Closing; (b) At the time of the Closing, (i) the Ordinance shall be in full force and effect, and the Ordinance shall not have been amended, modified or supplemented and the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to by the Authorized Representative; and (ii) the net proceeds of the sale of the Certificates shall be deposited and applied as described in the Official Statement and in the Ordinance; ( c) At the time of the Closing, all official action of the City related to the Ordinance shall be in full force and effect and shall not have been amended, modified or supplemented; ( d) The City shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; (e) At or prior to the Closing, the Underwriters shall have received each of the following docmnents: (1) The Official Statement of the City executed on behalf of the City by the Mayor and City Secretary; (2) The Ordinance certified by the City Secretary under the seal of the City as having been duly adopted by the City and as being in effect, with such changes or amendments as may have been agreed to by the Underwriters, the Ordinance shall contain the agreement of the City, in form satisfactory to the Underwriters, that is described under the caption "Cor;itinuing Disclosure of Information" in the Preliminary Official Statement; 6 (3) The opinion, dated the date of Closing, of Fulbright & Jaworski L.L.P. ("Bond Counsel") in substantially the form and substance of Appendix C to the Official Statement; ( 4) An opinion or certificate, dated on or prior to the date of Closing, of the Attorney General of Texas, approving the Certificates as required by law and the registration certificate of the Comptroller of Public Accounts of the State of Texas; (5) The supplemental opinion or opinions, dated the date of Closing, of Bond Counsel, addressed to the City and the Underwriters, which provides that the Underwriters may rely upon the opinion ofBond Counsel delivered in accordance with the provisions of paragraph 8(f)(3) hereof, and opining to the effect that (a) the Purchase Contract has been duly authorized, executed and delivered by the City and ( assuming due authorization by the Underwriters) constitutes a binding and enforceable agreement of the City in accordance with its terms; (b) in its capacity as Bond Counsel, such firm has reviewed the information in the Official Statement under the captions or subcaptions subcaptions ''The Certificates" (exclusive of the information under the subcaptions "Book- Entry Only System" and "Holders' Remedies"), "Tax Matters,'' "Continuing Disclosure of Information" ( exclusive of the information under the subcaption "Compliance with Prior Undertakings"), "Legal Opinions"(exclusive of the last two sentences of the first paragraph thereof) and "Legal Investments and Eligibility to Secure Public Funds in Texas" and such firm is of the opinion that such descriptions present a fair and accurate summary of the provisions of the laws and instruments therein described and, with respect to the Certificates, such information conforms to the Ordinance; and ( c) the Certificates are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Ordinance is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; ( 6) An opinion of McCall, Parkhurst & Horton L.L.P ., Underwriters' Counsel addressed to the Underwriters, and dated the date of Closing to the effect that: (i) the Certificates are exempt securities within the meaning of Section 3(a)(2) of the Securities Act of 1933, as amended, and it is not necessary in connection with the sale of the Certificates to the public to register the Certificates under the Securities Act of 1933, as amended, or to qualify the Ordinance under the Trust Indenture Act of 1939, as amended; and (ii) in their participation in the preparation of the Official Statement, nothing has come to the attention of said firm that would lead them to believe that the Official Statement ( excluding the financial and statistical data and forecasts included therein, all as to which no view need be expressed) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; 7 (7) A certificate, dated the date of Closing, signed by the Mayor and City Manager of the City, to the effect that (i) the representations and warranties of the City contained herein are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (ii) except to the extent disclosed in the Official Statement, :no litigation is pending or, to the knowledge of such persons, threatened in any court to restrain or enjoin the issuance or delivery of the Certificates, or the levy, collection or application of the ad valorem taxes and revenues of the System pledged or to be pledged to pay the principal of and interest on the Certificates, or the pledge thereof, or in any way contesting or affecting the validity of the Certificates, the Ordinance or this Purchase Contract, or contesting the powers of the City or the authorization of the Certificates or the Ordinance, or contesting in any way the accuracy, completeness or fairness of the Official Statement (but in lieu of or in conjunction with such certificate, the Underwriters may, in their sole discretion, accept certificates or opinions of the City Attorney that, in the opinion thereof, the issues raised in any such pending or threatened litigation are without substance or that the contentions of all plaintiffs therein are without merit); (iii) to the best of their 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 respect; and (iv) that there has not been any material and adverse change in the affairs or financial condition of the City since September 30, 2000, the latest date as to which audited financial infonnation is available; (8) An opinion of the City Attorney addressed to the Underwriters and dated the date of Closing substantially in the fonn and substance of Exhibit B hereto; (9) A certificate, dated the date of the Closing, of an appropriate officer of the City to the effect that, on the basis of the facts, estimates and circumstances in effect on the date of delivery of the Certificates, it is not expected that the proceeds of the Certificates will be used in a manner that would cause the Certificates to be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended; (10) Evidence of the rating on the Certificates, which shall be "Aaa" by Moody's Investors Service, Inc. ("Moody's11), "AAA" by Standard and Poor's Corporation, a division of the McGraw-Hill Companies, Inc. ("S&P"), and "AAA" by Fitch, Inc. ("Fitch"), shall be delivered in a fonn acceptable to the Underwriters; ( 11) A copy of the policy of municipal bond insurance issued by Financial Guaranty Insurance Company with respect to the Certificates; and 8 ( 11) Such additional legal oprruons, certificates, instruments and other documents as Bond Counsel or the Underwriters may reasonably request to evidence the truth, accuracy and completeness, as of the date hereof and as of the date of Closing, of the City's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due perfonnance and satisfaction by the City at or prior to the date of Closing of all agreements then to be performed and all conditions then to be satisfied by the City. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are satisfactory to the Underwriters. If the City shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Certificates as set forth in this Purchase Contract, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Certificates shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate, the security deposit referred to in Paragraph 4 of this Purchase Contract shall be returned to the Authorized Representative and neither the Underwriters nor the City shall be under further obligation hereunder, except that the respective obligations of the City and the Underwriters set forth in Paragraphs 10 and 12 hereof shall continue in full force and effect 9. Termination. The Underwriters may tenninate their obligation to purchase at any time before the Closing if any of the following should occur: (a) (i) Legislation shall have been enacted by the Congress of the United States, or recommended to the Congress for passage by the President of the United States or favorably reported for passage to either House of the Congress by any Committee of such House; or (ii) a decision shall have been rendered by a court established under Article ID of the Constitution of the United States or by the United States Tax Court; or (iii) an order, ruling or regulation shall have been issued or proposed by or on behalf of the Treasury Department of the United States or the Internal Revenue Service or any other agency of the United States; or (iv) a release or official statement shall have been issued by the President of the United States or by the Treasury Department of the United States or by the Internal Revenue Service, the effect of which, in any such case described in clause (i), (ii), (iii), or (iv), would be to impose, directly or indirectly, federal income taxation upon interest received on obligations of the general character of the Certificates or upon income of the general character to be derived by the City, other than any imposition of federal income taxes upon interest received on obligations of the general character as the Certificates on the date hereof and other than as disclosed in the Official Statement, in such a manner as in the judgment of the Authorized Representative would materially impair the marketability or materially reduce the market price of obligations of the general character of the Certificates. 9 (b) Any action shall have been taken by the Securities and Exchange Commission or by a court that would require registration of any security under the Securities Act of 1933, as amended, or qualification of any indenture under the Trust Indenture Act of 1939, as amended, in connection with the public offering of the Certificates, or any action shall have been taken by any court or by any governmental authority suspending the use of the Preliminary Official Statement or the Official Statement or any amendment or supplement thereto, or any proceeding for that purpose shall have been initiated or threatened in any such court or by any such authority. ( c) (i) The Constitution of the State of Texas shall be amended or an amendment shall be proposed; or (ii) legislation shall be enacted; or (iii) a decision shall have been rendered as to matters of Texas law; or (iv) any order, ruling or regulation shall have been issued or proposed by or on behalf of the State of Texas by an official, agency or department thereof, affecting the tax status of the City, its property or income, its bonds or other obligations (including the Certificates) or the interest thereon, that in the judgment of the Authorized Representative would materially affect the market price of the Certificates. ( d) (i) A general suspension of trading in securities shall have occurred on the New York Stock Exchange; or (ii) the United States shall have become engaged in hostilities (including the escalation of any hostilities existing on the date hereof, whether foreseeable), the effect of which, in either case described in clause (i) and (ii), that, in the judgment of the Authorized Representative, would materially affect the market price of the Certificates. ( e) An event described in Paragraph 6(j) hereof occurs that, in the opinion of the Authorized Representative, requires a supplement or amendment to the Official Statement that is deemed by them, in their discretion, to adversely affect the market for the Certificates. (:f) A general banking moratorium shall have been declared by authorities of the United States, the State of New York or the State of Texas. (g) A lowering of the ratings of "Aaa,11 "AAA" and "AAA", initially assigned to the Certificates by Moody's, S&P and Fitch, respectively, shall occur prior to the Closing. 10. Expenses. (a) The City shall pay all expenses incident to the issuance of the Certificates, including but not limited to: (i) the cost of the preparation, printing and distribution of the Preliminary Official Statement and the Official Statement; (ii) the cost of the preparation and printing of the Certificates; (iii) the fees and expenses of Bond Counsel to the City; (iv) the fees and disbursements of the City's accountants, advisors, and of any other experts or consultants retained by the City; ( v) the fees for the bond ratings and any travel or other expenses incurred incident thereto and (vi) the premium for municipal bond insurance policy pertaining to the Certificates. 10 (b) Tue Underwriters shall pay (i) all advertising expenses in connection with the offering of the Certificates; (ii) the cost of the preparationand printing of all the unden.vriting documents; and (iii) the fee of McCall, Parkhurst & Horton L.L.P. for suchfirm's opinion required by Paragraph 8(e)(6) hereof. 11. Notices. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing at the address for the City set forth above, and any notice or other communication to be given to the Unden.vriters under this Purchase Contract may be given by delivering the same in writing to Salomon Smith Barney, 200 Crescent Court, Suite 200, Dallas, Texas 75201, Attention: Jorge Garza. 12. Parties in Interest This Purchase Contract is made solely for the benefit of the City and 1he Underwriters (including the successors or assigns of any Unden.vriter) and no other person shall acquire or have any right under this contract. The City's representations, warranties and agreements contained in this Purchase Contract that exist as of the Closing, and without regard to any change in fact or circumstance occurring subsequent to the Closing, shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf of the Underwriters, and (ii) delivery of any payment for the Certificates hereunder; and the City's representations and warranties contained in Paragraph 6 of this Purchase Contract shall remain operative and in full force and effect, regardless of any termination of this Purchase Contract. 13. Severability. If any provision of this Purchase Contract shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstances, or of rendering any other provision inoperative or unenforceable to any extent whatever. 14. Choice of Law. This Purchase Contract shall be governed by and construed in accordance with the laws of the State of Texas. 15. Execution in Counterparts. This Purchase Contract may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Purchase Contract by signing any such counterpart. 16. Section Headings. Section headings have been inserted in this Contract as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Contract and will not be used in the interpretation of any provisions of this Contract. 1 7. Status of the Underwriters. It is understood and agreed that for all purposes of this Contract and the transactions contemplated hereby the Underwriters have, in their role as underwriters, acted solely as independent contractors and have not acted as financial or inves1ment advisors, :fiduciaries or agents to or for the City, whether directly or indirectly through any person. The City recognizes that the Underwriters expect to profit from the acquisition and potential distnbution of the Certificates. 11 18. Effective Date. This Purchase Contract shall become effective upon the execution of the acceptance hereof by the Mayor of the City and shall be valid and enforceable as of the time of such acceptance. Accepted: This 14th day of June, 2001 By: ayor City of Lubbock, Texas Attest: Cit Secretary City of Lubbock, Texas Very truly yours, Solomon Smith Barney Dain Rauscher Incorporated Estrada Hinojosa and Company, Inc. Edward D. Jones & Co., L.P. Southwest Securities, Inc. By: Solomon Smith Barney Authorized Representative By: ~ Q.. ~XM..A. Title: Dire~if ~U 12 Ordinance No. 2001-00041 EXHIBIT A Schedule of Maturities, Interest Rates, Yields and Redemption Provisions City of Lubbock, Texas Tax and Municipal Drainage Utility System Surplus Revenue Maturity (2/15) 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2023 2026 2031 Certificates of Obligation, Series 2001 Principal Interest Rate Amount (%) $160,000 5.000 550,000 5.000 575,000 5.000 605,000 5.000 635,000 5.000 670,000 5.000 705,000 5.000 740,000 5.000 780,000 5.000 815,000 4.400 855,000 4.625 895,000 4.700 940,000 4.800 985,000 4.900 1,035,000 5.000 1,085,000 5.000 1,145,000 5.125 1,205,000 5.125 1,270,000 5.200 1,335,000 5.200 2,885,000 5.200 4,940,000 5.250 10,190,000 5.300 Yield (%) 2.875 3.300 3.500 3.700 3.850 4.030 4.160 4.280 4.370 4.470 4.630 4.750 4.850 4.950 5.030 5.110 5.160 5.200 5.230 5.260 5.310 5.350 5.400 The Certificates maturing on and after February 15, 2011 are subject to redemption prior to maturity at the option of the City on February 15, 2010 or any date thereafter at a price of par plus accrued interest to the date of redemption.'In addition, the Certificates maturing on February 15 in each of the years 2023, 2026 and 2031 (the "Term Certificates") are subject to mandatory redemption prior to maturity. The Term Certificates shall be redeemed by the Paying Agent/Registrar in part prior to maturity for the principal amount thereof and accrued interest to the date of redemption, and without premium, on the dates and in the principal amounts as set forth in the following schedule: Certificates Maturing 2/15/23 Certificates Maturing 2/15/26 Certificates Maturing 2/15/31 Principal Redemption Principal Redemption Principal Redemption Date Amount Date Amount Date Amount 2/15/22 $1,405,000 2/15/24 $1,560,000 2/15/27 $1,830,000 2/15/23* 1,480,000 2/15/25 1,645,000 2/15/28 1,925,000 2/15/26* 1,735,000 2/15/29 2,030,000 2/15/30 2,145.000 2/15/31 * 2,260,000 (*) Final maturity. A-1 . Solomon Smith Barney Dain Rauscher Incorporated Estrada Hinojosa and Company, Inc. Edward D. Jones & Co., L.P. Southwest Securities, Inc. % Solomon Smith Barney 200 Crescent Court, Suite 200 Dallas, Texas 75201 Ladies and Gentlemen: Ordinance No. 2001-00041 EXHIBITB OPINION OF THE CITY ATTORNEY July 19, 2001 I am the City Attorney for the City of Lubbock, Texas (the "City") at the time of the issuance and sale of the "City of Lubbock, Texas Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 200 I," in the aggregate principal amount of$35,000,000 (the "Certificates"), pursuant to the provisions ofan ordinance duly adopted by the City Council of the City on June 14, 2001 (the "Ordinance"). Capitalized terms not otherwise defined in this opinion have the meanings assigned in the Purchase Contract. In my capacity as City Attorney to the City, I have reviewed such agreements, documents, certificates, opinions, letters, and other papers as I have deemed necessary or appropriate in rendering the opinions set forth below. In making my review, I have assumed the authenticity of all documents and agreements submitted to me as originals conformity to the originals of all documents and agreements submitted to me as certified or photostatic copies, the authenticity of the originals of such latter documents and agreements, and the accuracy of the statement contained in such documents. Based upon the foregoing, and subject to the qualifications and exceptions hereinafter set forth, I am of the opinion that under the applicable laws of the United States of America and the State of Texas in force and effect on the date hereof: I. Based on reasonable inquiry made of the responsible City employees and public officials, the City is not, to the best of my knowledge, in breach of or in default under any applicable law or administrative regulation of the State of Texas or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City is party or is otherwise subject and, to the best of my knowledge after due inquiry, no event has occurred and is continuing that, with the passage of time or the giving of notice, or both, would constltute such a default by the City under any of the foregoing; and the execution and delivery of the Purchase Contract and the Certificates, and the adoption of the Ordinance and compliance with the provisions of each of such agreements or instruments does not constitute a breach of or default under any applicable law or administrative regulation of the State of Texas or the United States or any applicable judgment or decree or, to the best of my knowledge, any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City is a party or is otherwise subject; and 2. Except as disclosed in the Official Statement, no litigation is pending, or, to my knowledge, threatened, in any court in any way (a) challenging the titles of the Mayoror any of the other members of the City Council to their respective offices, (b) seeking to restrain or enjoin the issuance or delivery of any of the Certificates, or the collection of taxes levied or to be levied to pay the principal of and interest on the Certificates, (c) contesting or affecting the validity or enforceability of the Certificates, the Ordinance or the Purchase Contract ( d) contesting the powers of the City or any authority for the issuance of the Certificates, or the adoption of the Ordinance, or (e) that would have a material and adverse effect on the financial condition of the City, including, particularly on the financial condition of the Municipal Drainage Utility System of the City. B-3 This opinion is furnished solely for your benefit and may be relied upon only by the addresses hereof or anyone to whom specific permission is given in writing by me. Very truly yours, B-4 18. Effective Date. This Purchase Contract shall become effective upon the execution of the acceptance hereof by the Mayor of the City and shall be valid and enforceable as of the time of such acceptance. Accepted: This 14th day of June, 2001 By: Mayor City of Lubbock, Texas Attest: City Secretary City of Lubbock, Texas Very truly yours, Solomon Smith Barney Dain Rauscher Incorporated Estrada Hinojosa and Company, Inc. Edward D. Jones & Co., L.P. Southwest Securities, Inc. By: Solomon Smith Barney Authorized Representative By: Title: Director 13 Attorney General of Texas P.O. Box 12548 Capitol Station Austin, Texas 78711 Attention: Public Finance Division Ordinance No. 2001-00041 June 14, 2001 Re: "City of Lubbock, Texas, Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001", dated June 1, 2001 Ladies and Gentlemen: Enclosed herewith is the Initial Certificate of the above series and a Signature and No-Litigation Certificate relating thereto, executed and completed except as to date. When the record of proceedings relating to the issuance of the above referenced series and the Initial Certificate have been approved by your office, this will be your authority to date the Signature and No-Litigation Certificate and deliver such Initial Certificate to the Comptroller of Public Accounts for registration. It is further requested that four (4) copies of your approving opinion be included with the Initial Certificate sent to the Comptroller. Should there be a change in circumstances which would alter or modify the certifications or recitals contained in such Certificate, particularly the absence of litigation or a change in the office of Mayor or City Secretary, the undersigned or other official of the City will notify you at once by telephone or other means. You may thus be assured that the certifications and statements appearing in the Signature and No-Litigation Certificate are accurate and complete at the time the Certificates are finally approved \.mless notice to the contrary has been given in the manner aforementioned. Very truly yours, 45045918.1 June 14, 2001 Messrs. Fulbright & Jaworski L.L.P. 2200 Ross Avenue, Suite 2800 Dallas, Te~as 75201 Ordinance No. 2001-00041 Re: "City of Lubbock, Texas, Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001", dated June 1, 2001 Gentlemen: In regard to the issuance and delivery of the captioned series of certificates of obligation, you are authorized to date and deliver each of the following documents to the purchasers thereof, to wit: (1) Signature and No-Litigation Certificate; (2) Certificate as to Tax Exemption; and (3) Closing Certificate; all in conformity with the terms of the Purchase Contract, dated June 14, 2001. Should any events or circumstances develop or occur prior to the delivery of such documents to the purchasers which would cause any of the representations, warranties and statements appearing in any of such instruments to be incorrect, misleading or inaccurate, the City will notify you immediately of the same. You may thus be assured that, unless advised to the contrary, the representations, warranties and agreements appearing in such documents are true, accurate and complete in all respects at the time of the delivery of the above referenced series of obligations. Very truly yours, 45045918.1 Ms. Melissa Mora Economic Analysis Center Comptroller's Department P. 0. Box 13528, Capitol Station Austin, Texas 78711 Ordinance No. 2001-00041 June 14, 2001 Re: "City of Lubbock, Texas, Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001", dated June 1, 2001 Dear Ms. Mora: When the Initial Certificate of the series described above has been received from the Attorney General, please register the same on behalf of the City, and when so registered, forward it by overnight delivery to the firm of Fulbright & Jaworski L.L.P., 2200 Ross Avenue, Suite 2800, Dallas, Texas 75201, Attention: Ed H. Esquivel, for further handling under our instructions to them. It is further requested that four copies of the approving opinion of the Attorney General and Comptroller's Registration Certificate be enclosed with the Initial Certificate when it is sent to said firm. Very truly yours, 45045918.1 - - - - Ord. !/ti, :J, otJ I -() tJuL( I CITY OF LUBBOCK, TEXAS $35,000,000 TAX AND MUNICIPAL DRAINAGE UTILITY SYSTEM SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2001 JUNE 14, 2001 FINANCIAL ADVISORY SERVICES PROVIDED BY: :4:sr9JUJH\\'ESTCOMPANY fNVESTAfENT BANKERS CITY OF LUBBOCK - TABLE OF CONTENTS - RA TING REPORTS ..................................................................................................... 1 TAX AND MUNICIPAL DRAINAGE UTILITY SYSTEM SURPLUS REVENUE CERTIFICATES OF OBLIGATION> SERIES 2001 .............................. 2 COMP ARABLE SALES ............................................................................................... 3 r i UNDERWRITING SYNDICATE PERFORMANCE ............................................................ .4 " r ' , t:-rt r 1 - - - - - June 8, 2001 Mr. Andy Burcham Cash & Debt Manager City of Lubbock P. 0. Box 2000 Lubbock, TX 79457 Dear Mr. Burcham, Moody's Investors Service Plaza of the Americas 600 North Pearl Street, Suite 2165 Dallas, TX 75201 We wish to inform you that on June 6, 2001, Moody's Rating Committee assigned a Aa2 rating to the City of Lubbock's Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001. In order for us to maintain the currency of our ratings, we request that you provide ongoing disclosure, including annual financial and statistical information. Moody's will monitor the rating and reserves the right, at its sole discretion, to revise or withdraw the rating at any time in the future. The rating as well as any revisions or withdrawals thereof will be publicly disseminated by Moody's through normal print and electronic media and in response to verbal requests to Moody's rating's desk. Should you have any questions regarding the above please do not hesitate to contact me or the analyst assigned to this transaction, Kristin Button at 214-220-4382. Sincerely, \.~,\,'.~CA_~ . t Linda Lipnick ~ Senior Vice President LL/mjd cc: Mr. Vince Vialle First Southwest Company 1001 Main Street Suite 802 Lubbock, TX 79401 - r ! ! ' -' -,, ' -' ' .:;. Moody's Investors Service '9,¥1 Global Cretin Research Lubbock (City of) TX Contacts Kristin Button Douglas Benton Linda Lipnick Moody's Rating Issue 214-220-4383 214-220-4381 212-553-1617 General Obligation Tax & Municipal Drainage Utility System Surplus· Revenue Certificates of Obligation, Series 2001 Sale Amount $35,000,000 Expected Sale Date 06/12/01 Rating Description General Obligation Limited Tax and Drainage Utility System Surplus Revenue Municipal Credit Research New Issue Published 6 Jun 2001 Rating Aa2 MOODY'S ASSIGNS Aa2 RATING TO CITY OF LUBBOCK'S $35 MILLION TAX AND MUNICIPAL DRAINAGE UTILITY SYSTEM REVENUES CERTIFICATES OF OBLIGATION, SERIES 2001 AFFECTS $223.7 MILLION IN GENERAL OBLIGATION DEBT Opinion Moody's Investors Service has assigned a Aa2 rating to the City of Lubbock's Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 200i. Concurrently, Moody's has affirmed the Aa2 rating on the city's $188.?million of outstanding general obligation debt. The rating incorporates the city's historically well managed financial operations, a regionally important and diverse economic base which continues to realize growth in taxable values, and a favorable debt position. Bond proceeds will be used for drainage improvements in the south central area of the City where flooding has occurred. Moody's expects financial operations will continue to be maintained in a sound manner given a history of comfortable reserve levels and institutionalized financial management practices. This expectation is further supported by the ongoing savings generated through the city's cost recovery program. City policy requires the General Fund balance be maintained at a level equal to two months of operating expenditures. While fiscal 1999 and 2000 ended with modest draws on fund equity, which were the result of budgeted use of fund balance for one-time expenditures , General Fund balances continue to approximate 20% of revenues. Additionally, the General Fund cash position was more -. " - I r- ' - - - - narrow than is customary at year.:.end 2000, as a result of an increase in receivables attributed to year-end cycling issues. Key operating revenues continue to be property taxes and sales taxes, which comprise 39.1 % and 31.6%, respectively, of fiscal 2000 revenues, and both of which have demonstrated steady growth in recent years. Utility fund transfers, primarily from Lubbock Power and Light (revenue debt rated A1 ), continue to be a significant revenue source, comprising 11.2% of General Fund revenues, net of all transfers. The transfers are for reimbursement of administrative costs, a payment in lieu of taxes as well as funds for general city infrastructure in addition· to support for the operation and maintenance of city streetlights, including related capital projects. Moody's believes that the regional importance and diversity of the city's economy will continue to cushion the effects of volatility in the oil and agriculture industries. In recent years continued growth in the health care sector as well as growth in the cotton industry has contributed to strengthening in the area economy. Growth and diversity in other sectors has also had a positive effect on the economy and helped to offset the closure of Reese Air Force Base, which is currently being redeveloped as a research and business park. This growth is evidenced in part by the continuing decline in the unemployment rate, which was 2.8% in March 2001compared to 3% in March 2000. The presence of Texas Tech University and Texas Tech Health Sciences Center, with a student body of approximately 24,000 and employment base of 8,400, enhance the local economy with their stability. Economic growth has also translated into a 4.2% average tax base growth rate over the past three years, bringing the city's full value per capita to $33,019. This debt issue slightly raises the City's direct debt level to 4.2% and the overall debt level to 5.6%, both represented as a percentage of the assessed valuation. Debt payout remains average with 55.3% in 1 0 years. Although the city has a total of $275.6 million of general obligation debt outstanding, approximately 58% of this debt (including the current sale) was issued for enterprise purposes and is entirely supported by those enterprise funds bringing the debt burden to 3.2% on an overall basis. This current issue of $35 million is expected to be supported by the stormwater fund. The city's capital improvement plan (CIP) through 2004 includes the issuance of approximately $36 million for additional drainage improvements needs. Even with the anticipated additional debt, Moody's believes that the city's debt position will remain manageable given the current rate of retirement, expectation of continued enterprise support, and ongoing moderate growth in taxable values. KEY STATISTICS: Debt burden without support from enterprise funds: 5.6% Debt burden with support from enterprise funds: 3.2% Payout, 1 0 years: 55.3% 2001 Estimated Population: 201,061 Full Valuation, Fiscal 2001: $6.64 billion Full Value per Capita: $33,019 2000 General Fund balance: $16.62 million (19.4% of General Fund revenues) © Copyright 2001 by Moody's Investors Service, 99 Church Street, New York, NY 10007. All rights reserved. - ' . - - - - - - Ratings Services 500 North Akard Street Lincoln Plaza, Suite 3200 Dallas, TX 75201 Tel 214 871-1402 Reference No.: 989034 Mr. Andy Burcham Cash & Debt Manager City of Lubbock P.O. Box 2000 Lubbock, TX 79457 Malachy Fallon Director Public Finance Ratings Standard & Poor's 'iZ, A Division ofTheMcGraw-HillCompanies June 5, 2001 Re: $35,000,000 Lubbock, Texas, Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001, dated: June 1, 2001, due: February 15, 2031 Dear Mr. Burcham: Pursuant to your request for a Standard & Poor's rating on the above debt obligations, we have reviewed the information furnished to us and, subject to the terms and conditions of the MEMORANDUM OF AGREEMENT on the reverse side hereof, have assigned a rating of' AA+' to the obligations. S&P views the outlook for this rating over the intermediate to longer term as stable. Please note that the ongoing information required includes annual audits and budgets and, for revenue bond ratings in connection with construction :financing, progress reports, not less often than quarterly, covering the project being financed and should be forwarded to: Standard & Poor's Ratings Services Public Finance 55 Water Street, Muni Drop Box No. 1, 38-3-10 New York, NY 10041-0003 S&P relies on the issuer and its counsel, accountants and other experts for the accuracy and completeness of the information submitted in connection with the rating. In addition, it should be understood that the rating is not a "market" rating nor a recommendation to buy, hold or sell these securities. Please note that the rating, as is the case with all ofS&P's municipal ratings, does not address the likelihood that interest payable on the Bonds may be deemed or declared includable in the gross income of Bondholders by the relevant authorities at any time. In the event that y_ou decide to include this rating in an Official Statement, prospectus or other offering literature, we request that you include S&P's definition of the rating together with a statement that the rating may be changed, suspended or withdrawn as a result of changes in, or unavailability of, information. We are pleased to have been of service to you. Thank you for choosing Standard & Poor's Ratings Services. If you have any questions, please contact us. km cc: Mr. Vince Viaille, Vice President First Southwest Company Very truly yours, - - - -- ---------- ' • •, > • ~ P U D L I C F' I N A N C E I,~ K, --...r~~.-..,. · _ _.,. •-~ · · I ;, .,. - -. _-_ "Lo -11:~-.-~--.. ..:,-ii-...... -......... . ... ' '.:.. ~ '-9"-~-.c • --~-------'-"----------------------··.·• • •• •· ·.c-. Reprinted from RatingsDi1ect Analysis -Lubbock, Texas; Tax Secured, General Obligation - ... - - - ... .., - - ,... - - Analyst: Edwar.j R McGlade, New York (1) 212-438-2061; Wendy W'lppem,an. Dallas (1} 214-'871-1421 Credit Profile S35 rril muni debt muni i!.sue ••r2031 <iue 2031 AA• Sale da1a: 12.JUN-2001 AFFIR'l4fD $188.71 a· mil. L~bbOck AA• $1.115 mil. l,bbock (taiable) AA+ OUTLOOK: STABLE Rationale The 'AA+' rating on Lubbock, Texas' GO bonds reflects a long history of sound financial management and conseivative debt practices. The rating is based on the full faith and credit of the city, and reflects the city's: • Stable and diverse regional economic base. • Steady tax base growth, • Consistently strong financial performance and position. and • Low debt burden with manageable capital needs. Lubbock (population 199,445) is in the southern tier of the Texas Panhandle · and is the regional employment, retail, and service center for the southern Panhandle. The economy is diversified in education, health services, retail, manufacturing and government. The leading employer is Texas Tech University, (8,535 employees) with an enrollment of 22,040 students. The university is vital to the city's rental housing market and vibrant retail base. Per capita retail sates exceed the.national average by 26%. reflective of Lubbock's position as a regional trade and seivice center. The Texas Tech University Health Sciences Center, a medical and allied health school, has 2,259 employees. The health services sector is anchored by Covenant Health System, which employs 5,900 workers and the university medical center with --999 employees. Per capita income levels are below average at 85% of the national average. Unemployment is low at 2.8% in 2000. The city has ample taxing flexibility for general fund and debt seivice purposes. The property tax rate, which had remained stable at $5. BO per $1,000 of assessed value since fiscal 1998, is $5. 70 for fiscal year 2001. Financial operations remain strong. The city has maintained general fund unreserved balances in excess of 20% of annual operating expenditures since fiscal 1994. Results for fiscal 2000 _reflect an unreserved general fund balance of $14.7 million, or 18.8% of operating expenses. General fund reserves have been reduced by $2. 9 million since fiscal 1999 to fund planned capital projects. · Debt levels are low as overall net debt per capita is $794 and 2.4% as a percentage of market value. Bend proceeds from this transaction will fund drainage projects and the debt seivice is expected to be paid from the municipal drainage utility system fund. The city is raising the monthly residential drainage rate from $1.71 per water meter to $4.99 per water meter for fiscal year 2002. This wilt provide the fund with ample revenues to fund the debt seivice for this issue _and another $35 million issue in 2004. The city plans to issue additional debt, which is not expected to significantly affect the low debt levels. Outlook The stable outlook reflects the strong and diverse nature of the economy and strong financial operation. - - - - - - - - - Economy Reese Air Force base closed in September 1997. The Reese Redevelopment Authority is working to make the 3,000-acre site a research-and technology- oriented industrial park. Texas Tech University and South Plains College are new tenants at what became the first Defense Economic Readjustment Zone in the state. Along with $20 million provided by the state, the authority can offer rebates on sales tax reimbursement of fees and abatement of county property taxes to lure businesses. The authority is converting the base housing stock to moderate-to low-income civilian housing and relocating it off base. The Institute of Environmental and Human Health (IEHH) at Reese Center has been established, which recently received a $15 million federal grant. Texas Tech University and IEHH have partnered with the University of Texas System and the University of South Florida to establish the National Center for Countermeasures to Chemical and Biological Threats at Reese Center. Continued commercial development, coupled with a high demand for single- family homes from first time home buyers, has resulted in steady tax base growth. Assessed values have averaged a 3.7% annual rate of growth since 1997, increasing to a level of $6.6 billion in fiscal 2001. The diverse tax base is predominantly residential. Finances Revenue diversity contributes to financial strength; about one third of revenue is generated from property tax and sales tax respectively. Sales tax receipts have experienced steady growth since 1992, increasing by an average of 5.27% annually. Annual transfers of surplus enterprise revenues, representing about 16% of general fund revenues, provide additional revenue diversity. The city has adopted a policy of maintaining a minimum general fund balance equal to two months of operating expenses. Debt The overall debt burden remains low at $794 per capita and 2.4% of market value. This issue represents the second installment of a $37.3 million total bond authorization (1999), which will fund street and drainage improvements, traffic signal installation, and parks development. The city expects to issue the remaining $25 million in debt over the next three years. No increase in the interest and sinking fund tax rate is expected with the planned debt issuance due to rapid amortization of outstanding debt and a projected 2% annual increase in the tax base. This report was reproduced from Standard & Poor's RatingsDirect, the premier source of real-time, Web-based credit ratings and research from an organization that has been a leader in objective credit analysis for more than 140 years. To preview this dynamic on-line product, visit our RatingsDirect Web site at www.standardandpoors.com/ratingsdirect. Standard & Poor's. Setting The Standard. Standard & Poor~s Published by Standard & Poor's, a Division of The McGraw-Hill Companies, Inc. Executive offices: 1221 Avenue of the Americas, New York, NY 10020. Editorial offices: 55 Water Street. New York, NY 10041. Subscriber services: (1) 212-438-7280. Copyright 2001 by The McGraw-Hill Companies, Inc. Reproduction in whole or in part prohibited except by permission. All rights reserved. Information has been obtained by Standard & Poor's from sources believed to be reliable. However, because of the possibility of human or mechanical error by our sources, Standard & Poor's or others, Standard & Poor's does not guarantee the accuracy, adequacy, or completeness of any information and is not responsible for any errors or omissions or the result obtained from the use of such information. Ratings - r are statements of opinion, not statements of fact or recommendations to buy, hold, or sell any securities. - - ! !""'l -J • - - - - Fif(tl FITCH JBCA. DUFF & PHELPS Tax Supported New Issue Ratings New Issue Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 ...................................... AA+ Outstanding Debt General Obligation Bonds ................... AA+ Certificates ofObligations ................... AA+ Analysts Jose A. Hernandez I 512 322-5317 jose.hemandez@fitchratings.com Douglas Scott 1 512 322-5321 douglas.scott@fitchratings.com Issuer Contact Andy Burcham Cash and Debt Manager I 806 775-2149 aburcham@mail.ci.lubbock.tx.us New Issue Details $35,000,000 Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001, are scheduled to sell via negotiation on June 12 through a syndicate managed by Salomon Smith Barney Inc. The certificates aredated June l, 2001 and will mature serially Feb. 15, 2002-2031. Certificates maturing on or after Feb. 15, 2011 are subject to optional redemption on or after Feb. 15, 2010 at par plus accrued interest. Security: The certificates are payable from a continuing ad valorem tax levy, subject to a ~2.50 per $100 assessed value limitation for all purposes imposed by the city charter, and a pledge of surplus net revenues of the municipal drainage utility system. Purpose: Certificate proceeds will be used to pay contractual obligations to be incurred for drainage improvements in the city and project- related professional services. June 11, 2001 Public Finance Lubbock,Texas • Outlook The 'AA+' rating incorporates the steady growth of the local economy, sound financial management and results, and very low tax-supported debt burden. Economic development continues to be a priority for community leaders, and recent results include an increase in employment levels and a corresponding low unemployment rate of 2.2%. The property tax base has demonstrated continued growth, as has sales tax revenue. The direct debt burden is very low and is retired rapidly. The steady economic performance, competent management staff, and the consistently favorable financial results for general fund operations render a stable outlook for this credit. • Rating Considerations Lubbock is the primary business and service center for west Texas, whose economy consists primarily of manufacturing, trade, government, and agriculture. With an estimated population of201,061 for 2001, it is the largest city in the region and ninth most populous in the state. More than 200 manufacturing plants are located in the city, and cotton production has a significant economic impact in the area. The city also offers the most comprehensive health care services in the area and is home to several institutions of higher education. Excellent financial and administrative management is a hallmark of Lubbock, as demonstrated by consistently sound operating results and fund balances. Audited figures for fiscal 2000 recorded a $948,400 increase in the undesignated portion of the general fund balance, which is maintained at a minimum two months of operating expenditures by policy. Also, for fiscal 2000, the cash position of the general fund shows an improvement from the prior reporting period, and Fitch expects this component of finances to continue improving as advances to other funds are gradually reversed. Sales tax collections for fiscal 2000 demonstrated a 7.6% increase over fiscal 1999 and for fiscal 2001, a preliminary projection estimates collections at about $600,000 over budget. Conservatively approaching this general fund revenue source, the fiscal 2001 sales tax budget was reduced slightly from the prior year estimate. Also for fiscal 2001, the property tax rate was reduced one cent per SIOO assessed valuation (AV} from the previous year. Growth in taxable AV for fiscal 2001 registered a 7.5% increase over the prior period, and preliminary estimates for fiscal 2002 project a modest rise in values, primarily related to new improvements. Direct tax-supported debt burden is very low at $276 per capita and 0.8% of taxable AV. It is also amortized rapidly, with 62.6% retired in 10 years. Much of the city's debt that pledges tax levy support is self supporting, with enterprise operations paying debt service through transfers. This issue is designed to be self supporting as well, from storm water revenues. www.fitchratings.com - - - - - - - - - - Fif<tl FJTCH JBCA. DUFF & PHELPS • Strengths • • • Highly regarded administrative and financial management staff. Consistently sound financial operating results . Very low direct debt burden that is rapidly amortized and a manageable capital plan. • Risk • Although steadily growing and diversifying, somewhat limited economy and tax base. • Debt Of the approximate $175.4 million of general obligation (GO) and certificate of obligation (CO) debt currently outstanding, $60.5 million is supported by the waterworks system, $6.2 million_ f'.rom the solid waste disposal system, and $50.6 mtlhon from the sewer system. Lubbock Power and Light (LP&L) has $32.6 million outstanding in revenue bonds payable solely from net revenues of the electric light and power system. More than 70% of Lubbock residents voting on the September 1999 referendum authorized $3 7. 4 million of GO bonds for street, drainage, traffic, and parks projects. Lubbock's capital budget for fi~cal 2001 includes $48.9 million of project expenditures for several city functions, including general purpose, the electric system, waterworks, sewer, solid waste, storm, and the airport. The fiscal years 2001-2005 capital improvement plan totals slightly more than $I81.2 million for all funds. Sources to fund the plan include operating funds, COs, revenue bonds, federal and state grants, and the remaining $25 million of GO authorization. The city does not anticipate raising its debt service property tax levy to accommodate the new GO authority, as the issuance schedule will corresp~nd with retirement of a similar amount of outstandmg debt. Later this year, the city expects to issue $6 million in COs for the construction of an east-west freeway. The city's direct debt burden is very low at $276 P:r capita and 0.8% of taxable AV. The payout rate 1s above average, with 33% retired in five years and 62.6% in 10 years. Debt service represented slightly less than 9% of general and debt service fund expenditures in fiscal 2000. On a per capita basis, overall debt is also low at $770 and moderate as a percentage of taxable AV at 2.3%. Lubbock, Texas 2 Public Finance Debt Statement ($000) Current Offering Tax and Drainage Utility System Certificates Outstanding Debt General Obligation Certificates of Obligation Total Direct Debt Less: Self-Supporting Total Net Direct Debt Overlapping Debt Total Overall Net Debt Debt Ratios Direct Debt Per Capita ($)* As% of Taxable Assessed Valuation .. Overall Debt Per Capita ($)' As% of Taxable Assessed Valuation .. *Populatio11: 201,061 (2001 estimate). 35,000 79,658 95,750 210,408 154.831 55,578 99,196 154,774 276 0.8 770 2.3 -Taxable assessed valuation: $6,638,779,668 (fiscal 2001). • Finances Audited figures for fiscal 2000 year end results again demonstrated the effect of strong and conservative financial management and policies, with a $16.6 million in the general fund balance, of which $13.8 million was undesignated. This level represented 16% of expenditures and transfers out. The general fund liquidity position, in the form of cash and cash equivalents, improved from a significantly low position of the prior year. Advances to and receivables from other city funds were the reason for the cash position decline and, although not a substantial concern, Fitch expects the cash position to continue increasing as the advances reverse. For fiscal 2000, the major general fund revenue sources were property taxes (31 % ), sales taxes (32%) transfers (16%), and franchise fees (8%). Total 'revenues and transfers were up about 4.4% from fiscal 1999 levels. Sales tax revenues enjoyed a banner year, ending 7.6% higher than fiscal 1999 results to total $27.l million. Lubbock residents have authorized the collection of an additional one-eighth- cent sales tax for the express purpose of reducing ad valorem taxes. For fiscal 2000, this source generated about $3 million. Major expenditure categories for the general fund were public safety, comprising 49% of expenses, and civic services (library, arts, and parks and recreation) consuming another 16%. The fiscal 2001 budget reduced the total property tax rate by one cent to $0.57 per $100 AV, primarily from the debt service component of the rate. Expenditures for the general fund are budgeted for $88.7 million, a $4.5 million increase from the prior year. Property - - - - - - - ,,... - - - - - Fffttl FITCH IBCA, DUFF & PHELPS taxes (32%), sales taxes (30%), transfers (16%), and franchise fees (7%) were budgeted to provide the primary resources to support expenditures, including public safety (55%), civic services (21 %), general government (8%), and transportation (7%). The revised general fund budget for fiscal 200 I reflects a $600,000 increase over budgeted sales tax revenues, as well as other surpluses, which will more than offset higher than expected fuel and energy costs. Essentially, general fund revenues and expenditures are expected to balance for fiscal 2001. Fitch's 'A+' rating of LP&L reflects the utility's strengths of competitive retail rates, low cost generation, favorable customer mix, and the city's growing economic base. However, recently, Fitch revised the Rating Outlook on LP&L to Negative from Stable in response to LP&L's increasing power costs due to natural gas prices and timing issues associated with their ability to pass those costs to customers. LP&L's retail rate flexibility is limited, as it directly competes with Southwestern Public Service to provide electric service in Lubbock. Also considered in the Negative Rating Outlook is the above-average transfer to the general fund, a contributing factor to LP&L's $7 million net loss in fiscal 2000. Historically, LP&L's financial performance has been sound, demonstrated by an equity component of 74% and debt service coverage consistently above 2.5 times. For more information, see Fitch Research on "Lubbock Power & Light, Texas," dated Feb. 12, 2001, available on Fitch's web site at www.fitchratings.com. • Drainage Utility System Lubbock established a storm water or drainage utility in August 1993 and began assessing a drainage fee in fiscal 1994. Its primary responsibilities are meeting the requirements of the city's pollutant discharge elimination permit, maintaining the storm water utility Economic Indicators (Fiscal Years Ending Sept 30) 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001•• TAV ($000} 4,741,608 4,667,750 4,910,763 5,087,312 5,399,356 5,567,073 5,830,249 6,019,588 6,176,964 6,638,780 % Change 0.5 (1.6) 5.2 3.6 6.1 3.1 4.7 3.2 2.6 7.5 Population 187,493 187,981 190,038 191,020 193,064 195,367 196,679 197,117 199,445 201,061 Public Finance database, and designing and constructing storm sewer- related projects. On June 14, the city council will consider and is expected to adopt storm water rate increases for both residential and commercial customers to provide sufficient funding to repay the bonds, as well as to provide for operations. The expected transfer of storm water-related functions from the general fund to the enterprise fund in the upcoming fiscal year will shift approximately $600,000 in expenses. The improvements funded by this and a projected $29.6 million certificate issue in fiscal 2004 will mitigate significant flood threats in the southern portion of the city that have occurred in the past. The city ordinance creating the system and fund also reserves the right to issue obligations that may be secured by a lien on net revenues that has priority over that securing the payment of the certificates. The flow of funds for gross revenues are first applied to operation and maintenance expenses; second to the payment, security, and benefit of prior lien obligations; and third to the payment of the certificates and additional obligations. After satisfying these requirements, remaining net revenues may be used for any lawful city purpose. • Economy The local economy, although not as broad as comparable highly rated credits, is reasonably diverse. It consists mainly of wholesale and retail trade, followed closely by services, where the largest percentage of job growth has occurred in the past l 0 years. The government sector also has a large presence in the local economy, including Texas Tech University, Lubbock Independent School District, and municipal and county government. Health care is a significant component of the services sector, which provides the most comprehensive health services available in west Texas and eastern New Mexico. Agriculture also has a major economic impact on the %Change 0.2 0.3 1.1 0.5 1.1 1.2 0.7 0.2 1.2 0.8 Sales Taxes ($000)* 16,386 20,036 22,022 20;083 22,983 24,391 25,003 25,196 27,121 27,438 % Change 3.0 22.3 9.9 (8.8) 14.4 6.1 2.5 0.8 7.6 1.2 'Effective in fiscal 1996, the sales tax rate increased from 1 % to 11/so/o. ''Estimate. TAV-Taxable assessed valuation. Lubbock, Texas 3 -! - r - - - - - - - Public Finance FITCH IBCA, DUFF & PHELPS Income Statement -General and Debt Service Funds ($000, Fiscal Years Ended Sept. 30) Property Taxes Sales Taxes Franchise Taxes Intergovernmental Charges for Services Fines and Forfeitures Miscellaneous Other Revenue Transfers In Total Revenues/Transfers In Debt Service General Government Financial/Management Services Streets Parks and Recreation Fire Police Other Public Safety and Services Other Expenditures Transfers Out Total Expenditures/Transfers Out Net Surplus General Fund Only Revenues Expenditures Net Change Transfers In Transfers Out Excess of Revenues/Transfers In Over Expenditures/Transfers Out Total Fund Balance As % of Expenditures and Transfers Out Unreserved Fund Balance As % of Expenditures and Transfers Out Undesignated Fund Balance As % of Expenditures and Transfers Out Note: Numbeffl may not add due to rounding. 1996 30,008 22,828 5,181 1,417 2,726 3,144 3,665 1,667 13.766 84,402 8,511 3,462 4,360 3,292 6,758 13,806 21,224 9,103 4,645 9.030 84,191 211 61,931 66,650 (4,719) 13,766 (9,030) 17 17,673 23.4 16,979 22.4 12,700 16.8 area in the form of cotton and sorghum farming. Cotton farming in the Lubbock and 25-county area produces approximately 60% of the total state crop and 15% of the nation's. The construction sector is enjoying steady activity, with a healthy level of permits issued in 2000 of$200.4 million. Market Lubbock, Inc., created to promote economic development and funded primarily by a three cent per $100 AV property tax, has been successful in attracting commercial establishments and expansions, 1997 31,328 24,251 5,439 885 3,522 3,460 2,884 1,753 15.284 88,806 8,995 5,004 1,406 4,993 12,348 13,898 20,520 6,063 3,546 11.212 87,985 821 64,506 67,778 (3,272) 15,284 (11,212} 800 18,474 23.4 16.437 20.8 13,477 17.1 1998 32,069 24,915 7,128 918 4,016 3,313 2,251 2,159 16.030 92,799 8,718 5,762 1,585 5,007 12,667 14,468 22,013 6,368 2,710 12.455 91,753 1,046 67,526 70,584 (3,058) 16,030 (12,454) 518 18,991 22.9 16,929 20.4 13,548 16.3 1999 33,333 25,196 6,235 576 4,033 3,335 2,094 1,698 13.452 89,952 8,676 6,143 1,762 5,195 12,631 15,617 23,479 6,282 2.636 9,927 92,348 (2,396) 68,477 73,745 (5,267) 13,452 (9,927) (1,742) 17,248 20.6 15,148 18.1 12,815 15.3 2000 34.107 27,121 6,620 366 4,210 2,834 1,887 2,318 13.637 93,101 7,739 6,193 1,919 5,440 13,445 17,080 25,561 6,668 2,302 7.526 93,884 (784) 71,881 78,619 (6,738) 13,637 (7,526} (628) 16,621 19.3 14,521 16.9 13,764 16.0 offsetting some contraction previously experienced in the manufacturing sector. The Lubbock Reese Redevelopment Authority is responsible for coordinating the transition of the former pilot training base to civilian use and has received federal grants, as well as city funding earmarked for economic development. Another economic initiative Lubbock is significantly involved in is the Ports-to-Plains Corridor Coalition, whose objective is to establish a route and infrastructure to support trade from the Texas-Mexico border through Lubbock to Denver. Copyright © 2001 by Fitch• One State Street Plaza. NY, NY 10004 • Telephone: New York, l-800-753-4824, (212) 908-0500, Fax (212) 480-4435; Chicago, IL, (312) 368-3100, Fax (312) 214- 3110; London, 01 l 44 20 7417 4222, Fax 01 J 44 20 7417 4242; San Francisco, CA. 1-800-953-4824, (415) 732-5770. Fax (415) 732-56!0 • Reproduction in whole or in pan prohibited except by permission. Fitch ratings ate based on information obtained from issuW., other ohligors, underwrite~ their cxpcns. and other sources Fitch believes to be reliable. Fitch does not audit or verify the truth or accuracy of such intbrmation. Ratings may be changed. suspended, or withdrawn as a re.suit of changes in. or tho unavaitabiJity of, information or for other reasons. Ratings are uot a recommendation to buy, sell, or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or ta.xability of payments made in respect to any security. Fitch receives fees from issuers, insurers, guarantors. other obligors, and underwriters for rating securities, Such foes generally vary from $1,000 to $750,000 per issue. In certain cases, Fitch wm rate alt or a number of issues issued by a partk:ular issuer, Of insured or guaranteed. by a particular insurer or guarantor, for a single annual fee. Such fees are expee1ed to vary from $10,000 to $1~500,000. The assignment, publication. or dissemination ofa rating by Fitch shall not constitute a consl!tlt by Fitch to use its name as an expert in connection with any registration statement filed under the federal securities laws. Due to the relative efficiency of electronk publishing and distribution., Frtch Research may be available: to electronic subscribers up to three days earlier than print subscribers. Lubbock, Texas 4 2 - -' - - - - - - - - - - Dated 06/01/2001 City of Lubbock, Texas $35,000,000 Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 SOURCES & USES Delivered 07/19/2001 SOURCES OF FUNDS Par Amount of Bonds....................................................................... $35,000,000.00 Reoffering Premium......................................................................... 228,288.65 Accrued Interest from 06/01/2001 to 07/19/2001.............................. 239,092.17 TOTAL SOURCES........................................................................... $35,467,380.82 USES OF FUNDS Original Issue Discount (01D) .......................................................... . Total Underwriter's Discount (0.660%) ............................................ . Costs of Issuance ............................................................................ . Gross Bond Insurance Premium ( 16.2 bp) ...................................... . Deposit to Debt Service Fund .......................................................... . Deposit to Project Construction Fund ............................................. .. Rounding Amount.. .......................................................................... . 321,390.80 230,844.22 175,000.00 113,088.88 239,092.17 34,385,000.00 2,964.75 TOTAL USES................................................................................... $35,467,380.82 First Southwest Company Public Finance File = GO PRICING.SF-GO PRICING • 9-30 B/1312001 5:05 PM - r -l r - - - - - - City of Lubbock, Texas $35,000,000 Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 Date 7/19/2001 2/15/2002 8/15/2002 9/30/2002 2/15/2003 8/15/2003 9/30/2003 2/15/2004 8/15/2004 9/30/2004 2/15/2005 8/15/2005 9/30/2005 2/15/2006 8/15/2006 9/30/2006 2/15/2007 8/15/2007 9/30/2007 2/15/2008 8/15/2008 9/30/2008 2/15/2009 8/15/2009 9/30/2009 2/15/2010 8/15/2010 9/30/2010 2/15/2011 8/15/2011 9/30/2011 2/15/2012 8/15/2012 9/30/2012 2/15/2013 8/15/2013 9/30/2013 2/15/2014 8/15/2014 9/30/2014 2/15/2015 8/15/2015 9/30/2015 2/15/2016 8/15/2016 9/30/2016 2/15/2017 First Southwest Company Public Finance Principal - 160,000.00 - - 550,000.00 -- 575,000.00 -- 605,000.00 . . 635,000.00 . - 670,000.00 - - 705,000.00 -- 740,000.00 - - 780,000.00 . - 815,000.00 -. 855,000.00 - - 895,000.00 -- 940,000.00 -- 985,000.00 -. 1,035,000.00 . - 1,085,000.00 DEBT SERVICE SCHEDULE Coupon Interest -- 5.000% 1,265,196.05 -892,595.63 . - 5.000% 892,595.63 . 878,845.63 -- 5.000% 878,845.63 -864.470.63 -- 5.000% 864.470.63 -849,345.63 -- 5.000% 849,345.63 . 833,470.63 -- 5.000% 833,470.63 -816,720.63 -- 5.000% 816,720.63 -799,095.63 -- 5.000% 799,095.63 -780,595.63 -- 5.000% 780,595.63 -761,095.63 -- 4.400% 761,095.63 -743,165.63 -- 4.625% 743,165.63 -723,393.75 -- 4.700% 723,393.75 -702,361.25 -- 4.800% 702,361.25 -679,801.25 -- 4.900% 679,801.25 -655,668.75 -- 5.000% 655,668.75 -629,793.75 . - 5.000% 629,793.75 Total P+I FISCAL TOTAL -- 1,425,196.05 - 892,595.63 - -2,317,791.68 1,442,595.63 - 878,845.63 --2,321,441.26 1,453,845.63 - 864,470.63 --2,318,316.26 1,469,470.63 - 849,345.63 - -2,318,816.26 1,484,345.63 - 833,470.63 - -2,317,816.26 1 ,503,470.63 - 816,720.63 --2,320,191.26 1,521,720.63 - 799,095.63 - -2,320,816.26 1,539,095.63 780,595.63 -2,319,691.26 1,560,595.63 - 761,095.63 --2,321,691.26 1,576,095.63 - 743,165.63 --2,319,261.26 1,598,165.63 - 723,393.75 --2,321,559.38 1,618,393.75 - 702,361.25 - -2,320,755.00 1,642,361.25 679,801.25 - -2,322,162.50 1,664,801.25 - 655,668.75 - -2,320,470.00 1,690,668.75 - 629,793.75 - -2,320,462.50 1,714,793.75 - File GO PRICING.SF-GO PRICING· 9-30 6113/2001 5:05 PM I""' - - - - I""' - - - City of Lubbock, Texas $35,000,000 Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 Date 8/15/2017 9/30/2017 2/15/2018 8/15/2018 9/30/2018 2/15/2019 8/15/2019 9/30/2019 2/15/2020 8/15/2020 9/30/2020 2/15/2021 8/15/2021 9/30/2021 2/15/2022 8/15/2022 9/30/2022 2/15/2023 8/15/2023 9/30/2023 2/15/2024 8115/2024 9/30/2024 2/15/2025 8/15/2025 9/30/2025 2/15/2026 8/15/2026 9/30/2026 2/15/2027 8/15/2027 9/30/2027 2/15/2028 8/15/2028 9/30/2028 2/15/2029 8/15/2029 9/30/2029 2/15/2030 8/15/2030 9/30/2030 2/15/2031 9/3012031 Total First Southwest Company Public Finance Principal - - 1,145,000.00 . - 1,205,000.00 . . 1,270,000.00 -. 1,335,000.00 . - 1,405,000.00 - - 1,480,000.00 . . 1,560,000.00 -. 1,645,000.00 -- 1,735,000.00 -- 1,830,000.00 - . 1,925,000.00 - - 2,030,000.00 - - 2,145,000.00 . - 2,260,000.00 - 35,000,000.00 DEBT SERVICE SCHEDULE Coupon Interest -602,668.75 -. 5.125% 602,668.75 . 573,328.13 -- 5.125% 573,328.13 -542,450.00 . - 5.200% 542,450.00 -509,430.00 . 5.200% 509,430.00 . 474,720.00 -- 5.200% 474,720.00 -438,190.00 -. 5.200% 438, 190,00 -399,710.00 -. 5.250% 399,710.00 -358,760.00 -- 5.250% 358,760.00 -315,578.75 -- 5.250% 315,578.75 -270,035.00 -. 5.300% 270,035.00 -221,540.00 -- 5.300% 221,540.00 -170,527.50 -- 5.300% 170,527.50 . 116,732.50 -. 5.300% 116,732.50 -59,890.00 - - 5.300% 59,890.00 -- -34,593,157.41 Total P+I FISCAL TOT AL 602,668.75 -. 2,317,462.50 1,747,668.75 . 573,328.13 --2,320,996.88 1,778,328.13 - 542,450.00 - -2,320,778.13 1,812,450.00 - 509,430.00 -. 2,321,880.00 1,844,430.00 - 474,720.00 . -2,319,150.00 1,879,720.00 - 438,190.00 -. 2,317,910.00 1,918, 190.00 - 399,710.00 - -2,317,900.00 1,959,710.00 - 358,760.00 . -2,318,470.00 2,003,760.00 - 315,578.75 - -2,319,338.75 2,050,578.75 - 270,035.00 -. 2,320,613.75 2,100,035.00 . 221,540.00 - -2,321,575.00 2,146,540.00 - 170,527.50 - -2,317,067.50 2,200,527.50 - 116,732.50 - -2,317,260.00 2,261,732.50 . 59,890.00 -2,321,622.50 2,319,890.00 - -2,319,890.00 69,593,157.41 - File= GO PRICING.SF-GO PRICING-9-30 6/1312001 5.·05 PM - - - - -' - - - City of Lubbock, Texas $35,000,000 Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 DEBT SERVICE SCHEDULE YIELD STATISTICS Accrued Interest from 06/01/2001 to 07/19/2001.................................................................. 239,092.17 Bond Year Dollars................................................................................................................ $666,544.44 Average Life......................................................................................................................... 19.044 Years Average Coupon.................................................................................................................. 5.1899251% Net Interest Cost (NIC)....................................... .................................. .................. .............. 5.2385260% True Interest Cost (TIC)....................................................................................................... 5.2495485% Bond Yield for Arbitrage Purposes....................................................................................... 5.2198622% All Inclusive Cost (AIC)......................................................................................................... 5.2708587°/4 IRS FORM 8038 Net Interest Cost.................................................................................................................. 5.2547045% Weighted Average Maturity.................................................................................................. 18.780 Years First Southwest Company Public Finance File= GO PRICING.SF-GO PRICING -9-30 611312001 5:05 PM - - - - - - - - - - - - - City of Lubbock, Texas $35,000,000 Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 DEBT SERVICE SCHEDULE Date· Principal Coupon Interest Total P+I 9/30/2001 --. . 9/30/2002 160,000.00 5.000% 2,157,791.68 2,317,791.68 9/30/2003 550,000.00 5.000% 1,TT1,441.26 2,321,441.26 9/30/2004 575,000.00 5.000% 1,743,316.26 2,318,316.26 9/30/2005 605,000.00 5.000% 1,713,816.26 2,318,816.26 9/30/2006 635,000.00 5.000% 1,682,816.26 2,317,816.26 9/30/2007 670,000.00 5.000% 1,650,191.26 2,320,191.26 9/30/2008 705,000.00 5.00001. 1,615,816.26 2,320,816.26 9/30/2009 740,000.00 5.0000/4 1,579,691.26 2,319,691.26 9/30/2010 780,000.00 5.000% 1,541,691.26 2,321,691.26 9/30/2011 815,000.00 4.400% 1,504,261.26 2,319,261.26 9/30/2012 855,000.00 4.625% 1,466,559.38 2,321,559.38 9/30/2013 895,000.00 4.700% 1,425,755.00 2,320,755.00 9/30/2014 940,000.00 4.800% 1,382,162.50 2,322,162.50 9/30/2015 985,000.00 4.900% 1,335,470.00 2,320,470.00 9/30/2016 1,035,000.00 5.000% 1,285,462.50 2,320,462.50 9/3012017 1,085,000.00 5.000% 1,232,462.50 2,317,462.50 9/3012018 1,145,000.00 5.125% 1, 175,996.88 2,320,996.88 9/3012019 1,205,000.00 5.125% 1,115,778.13 2,320,TT8.13 9/30/2020 1,270,000.00 5.200% 1,051,880.00 2,321,880.00 9/30/2021 1,335,000.00 5.200% 984,150.00 2,319,150.00 9130/2022 1,405,000.00 5.200% 912,910.00 2,317,910.00 9130/2023 1,480,000.00 5.200% 837,900.00 2,317,900.00 9/30/2024 1,560,000.00 5.250% 758,470.00 2,318,470.00 9/30/2025 1,645,000.00 5.250% 674,338.75 2,319,338.75 9/30/2026 1,735,000.00 5.250% 585,613.75 2,320,613.75 9130/2027 1,830,000.00 5.300% 491,575.00 2,321,575.00 9130/2028 1,925,000.00 5.300% 392,067.50 2,317,067.50 9130/2029 2,030,000.00 5.300% 287,260.00 2,317,260.00 9/30/2030 2,145,000.00 5.300% 176,622.50 2,321,622.50 9/30/2031 2,260,000.00 5.300% 59,890.00 2,319,890.00 Total 35,000,000.00 -34,593,157.41 69,593,157.41 YIELD STATISTICS Accrued Interest from 06/01/2001 to 07119/2001....................................................................... 239,092.17 Bond Year Dollars...................................................................................................................... $666,544.44 Average life................................................................................................................................ 19.044 Years Average Coupon ........................................................................................................................ . Net Interest Cost (NIC) .............................................................................................................. . True Interest Cost (TIC) ........................................................................................................ , .... . Bond Yield for Arbitrage Purposes ............................................................................................ . All Inclusive Cost {AIC) .............................................................................................................. . IRS FORM 8038 Net Interest Cost.. ...................................................................................................................... . Weighted Average Maturity ....................................................................................................... . 5.1899251% 5.2385260% 5.2495485% 5.2198622% 5.2708587% 5.2547045% 18.780Years First Southwest Company Public Finance File = GO PRICING. SF-GO PRICING -9-30 6113/2001 5:05 PM - - - - - - - - - - - - - - City of Lubbock, Texas $35,000,000 Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 PRICING SUMMARY Maturity Type of Bond Coupon Yield Maturity Value Price Dollar Price 2/15/2002 Serial Coupon 5.000% 2.875% 160,000.00 101.195% 161,912.00 2/15/2003 Serial Coupon 5.000% 3.300% 550,000.00 102.581% 564,195.50 2/15/2004 Serial Coupon 5.000% 3.500% 575,000.00 103.656% 596,022.00 2/15/2005 Serial Coupon 5.000% 3.700% 605,000.00 104.310% 631,075.50 2/15/2006 Serial Coupon 5.000% 3.850% 635,000.00 104.776% 665,327.60 2/15/2007 Serial Coupon 5.000% 4.030% 670,000.00 104.795% 702,126.50 2/15/2008 Serial Coupon 5.000% 4.160% 705,000.00 104.783% 738,720.15 2/15/2009 Serial Coupon 5.000% 4.280% 740,000.00 104.611% 774,121.40 2/15/2010 Serial Coupon 5.000% 4.370% 780,000.00 104.460% 814,788.00 2/15/2011 Serial Coupon 4.400% 4.470% 815,000.00 99.456% 810,566.40 2/15/2012 Serial Coupon 4.625% 4.630% 855,000.00 99.955% 854,615.25 2/15/2013 Serial Coupon 4.700% 4.750% 895,000.00 99.555% 891,017.25 2/15/2014 Serial Coupon 4.800% 4.850% 940,000.00 99.529% 935,572.60 2/15/2015 Serial Coupon 4.900% 4.950% 985,000.00 99.506% 980,134.10 2/15/2016 Serial Coupon 5.000% 5.030% 1,035,000.00 99.688% 1,031,770.80 2/15/2017 Serial Coupon 5.000% 5.110% 1,085,000.00 98.824% 1,072,240.40 2/15/2018 Serial Coupon 5.125% 5.160% 1,145,000.00 99.609% 1,140,523.05 2/15/2019 Serial Coupon 5.125% 5.200% 1,205,000.00 99.138% 1,194,612.90 2/15/2020 Serial Coupon 5.200% 5.230% 1,270,000.00 99.642% 1,265,453.40 2/15/2021 Serial Coupon 5.200% 5.260% 1,335,000.00 99.268% 1,325,227.80 2/15/2023 Term 1 Coupon 5.200% 5.310% 2,885,000.00 98.593% 2,844,408.05 2/15/2026 Term 2 Coupon 5.250% 5.350% 4,940,000.00 98.637% 4,872,667.80 2/15/2031 Term 3 Coupon 5.300% 5.400% 10,190,000.00 98.526% 10,039,799.40 Total - ---35,000,000.00 -34,906,897.85 BID INFORMATION Par Amount of Bonds................................................................................................................ $35,000,000.00 Reoffering Premium or (Discount)............................................................................................. (93,102.15) Gross Production...................................................................................................................... $34,906,897.85 Total Underwriter's Discount (0.660%) .................................................................................... . Bid (99.074%) .......................................................................................................................... . $(230,844.22) 34,676,053.63 Accrued Interest from 06/01/2001 to 07/19/2001...................................................................... 239,092.17 Total Purchase Price ................................................................................................................. $34,915,145.80 Bond Year Dollars .................................................................................................................... . $666,544.44 Average Life.............................................................................................................................. 19.044 Years Average Coupon....................................................................................................................... 5.1899251% Net Interest Cost (NIC).......... ................... ................ ......... ............................ .. ....................... .. 5.2385260% True Interest Cost (TIC)............................................................................................................ 5.2495485% First Southwest Company Public Finance File = GO PRICING.SF-GO PRICING -9-30 6/1312001 5:05 PM - -I L - ' -I ' - - - - - -t • - City of Lubbock, Texas $35,000,000 Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 Date 7/19/2001 2/15/2002 8/15/2002 2/15/2003 8/15/2003 2/15/2004 8/15/2004 2/15/2005 8/15/2005 2/15/2006 8/15/2006 2/15/2007 8/15/2007 2/15/2008 8/15/2008 2/15/2009 8/15/2009 2/15/2010 8/15/2010 2/15/2011 8/15/2011 2/15/2012 8/15/2012 2/15/2013 8/15/2013 2/15/2014 8/15/2014 2/15/2015 8/15/2015 2/15/2016 8/15/2016 2/15/2017 8/15/2017 2/15/2018 8/15/2018 2/15/2019 8/15/2019 2/15/2020 8/15/2020 2/15/2021 8/15/2021 2/15/2022 8/15/2022 2/15/2023 8/15/2023 2/15/2024 8/15/2024 First Southwest Company Public Finance PROOF OF BOND YIELD @ 5.2198622% Cashflow PV Factor -1.0000000x 1,425,196.05 0.9709444x 892,595.63 0.9462480x 1,442,595.63 0.9221797x 878,845.63 0.8987236x 1,453,845.63 0.8758642x 864,470.63 0.8535862x 1,469,470.63 0.8318748x 849,345.63 0.8107157x 1,484,345.63 0.7900948x 833,470.63 0.7699983x 1,503,470.63 0.7504131x 816,720.63 0.7313260x 1,521,720.63 0.7127244x 799,095.63 0.6945959x 1,539,095.63 0.6769285x 780,595.63 0.6597105x 1,560,595.63 0.6429305x 761,095.63 0.6265773x 1,576,095.63 0.6106400x 743,165.63 0.5951081x 1,598,165.63 0.5799712x 723,393.75 0.5652194x 1,618,393.75 0.5508428x 702,361.25 0.5368318x 1,642,361.25 0.5231773x 679,801.25 0.5098700x 1,664,801.25 0.4969012x 655,668.75 0.4842623x 1,690,668.75 0.4719449x 629,793.75 0.4599407x 1,714,793.75 0.4482419x 602,668.75 0.4368407x 1,747,668.75 0.4257294x 573,328.13 0.4149008x 1,778,328.13 0.4043476x 542,450.00 0.3940629x 1,812,450.00 0.3840397x 509,430.00 0.3742715x 1,844,430.00 0.3647517x 474,720.00 0.3554741x 1,879,720.00 0.3464324x 438,190.00 0.3376207x 1,918,190.00 0.3290332x 399,710.00 0.3206641x 1,959,710.00 0.3125079x 358,760.00 0.3045591x Present Value Cumulative PV -- 1,383,786.11 1,383,786.11 844,616.81 2,228,402.92 1,330,332.43 3,558,735.35 789,839.35 4,348,574.70 1,273,371.34 5,621,946.04 737,900.19 6,359,846.23 1,222,415.63 7,582,261.85 688,577.84 8,270,839.69 1,172,773.73 9,443,613.42 641,771.01 10,085,384.43 1,128,224.03 11,213,608.46 597,289.02 11,810,897.48 1,084,567.37 12,895,464.85 555,048.54 13,450,513.39 1,041,857.73 14,492,371.13 514,967.16 15,007,338.29 1,003,354.51 16,010,692.80 476,885.21 16,487,578.01 962,426.99 17,450,005.01 442,263.86 17,892,268.87 926,890.06 18,819,158.93 408,876.17 19,228,035.10 891,480.48 20,119,515.58 377,049.87 20,496,565.45 859,246.05 21,355,811.50 346,610.26 21 , 702,421.76 827,241.77 22,529,663.53 317,515.66 22,847,179.20 797,902.45 23,645,081.64 289,667.80 23,934,749.44 768,642.46 24,703,391.90 263,270.23 24,966,662.14 744,034.05 25,710,696.18 237,874.31 25,948,570.49 719,062.75 26,667,633.25 213,759.40 26,881,392.64 696,052.73 27,577,445.37 190,665.11 27,768,110.47 672,758.96 28,440,869.43 168,750.65 28,609,620.08 651,195.94 29,260,816.02 147,942.03 29,408,758.05 631,148.20 30,039,906.25 128,172.64 30,168,078.90 612,424.77 30,780,503.67 109,263.61 30,889,767.28 File= GO PRICING.SF-GO PRICING -9-30 6/1312001 5:05 PM - - - - - - - - - - - - _ •• , .• '<t: _-,./ •• • City of Lubbock, Texas $35,000,000 Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 PROOF OF BOND YIELD @ 5.2198622% Date Cashflow PV Factor Present Value Cumulative PV 2/15/2025 2,003,760.00 0.2968125x 594,740.96 31,484,508.23 8/15/2025 315,578.75 0.2892629x 91,285.23 31,575,793.46 2/15/2026 2,050,578.75 0.2819054x 578,069.17 32,153,862.63 8/15/2026 270,035.00 0.2747350x 74,188.06 32,228,050.69 2/15/2027 2,100,035.00 0.2677470x 562,278.00 32,790,328.69 8/15/2027 221,540.00 0.2609367x 57,807.92 32,848,136.61 2/15/2028 2,146,540.00 0.2542997x 545,864.38 33,394,000.98 8/15/2028 170,527.50 0.2478314x 42,262.07 33,436,263.06 2/15/2029 2,200,527.50 0.2415277x 531,488.38 33,967,751.44 8/15/2029 116,732.50 0.2353843x 27,477.00 33,995,228.45 2/15/2030 2,261,732.50 0.2293972x 518,835.19 34,514,063.63 8/15/2030 59,890.00 0.2235624x 13,389.15 34,527,452.79 2/15/2031 2,319,890.00 0.2178760x 505,448.35 35,032,901.14 Total 69,593,157.41 -35,032,901.14 . DERIVATION OF TARGET AMOUNT Par Amount of Bonds............................................................................................................ $35,000,000.00 Reoffering Premium or (Discount)......................................................................................... (93,102.15) Accrued Interest from 06/01/2001 to 07/19/2001................................................................... 239,092.17 Bond Insurance Premium ....... ( 16.2 bp)............................................................................... (113,088.88) Original Issue Proceeds........................................................................................................ $35,032,901.14 First Southwest Company Public Finance File== GO PRICING.SF-GO PRICING 9-30 6/1312001 5:05 PM r - - - - - - - - - - . . . " .· ... City of Lubbock, Texas $35,000,000 Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 DERIVATION OF FORM 8038 YIELD STATISTICS Maturity Issuance Value Price Issuance PRICE Exponent Bond Years 7/19/2001 ----- 2/15/2002 160,000.00 101.195% 161,912.00 0.5722222x 92,649.64 2/15/2003 550,000.00 102.581% 564,195.50 1.5722222x 887,040.70 2/15/2004 575,000.00 103.656% 596,022.00 2.5722222x 1,533,101.03 2/15/2005 605,000.00 104.310% 631,075.50 3.5722222x 2,254,341.93 2/15/2006 635,000.00 104.776% 665,327.60 4.5722222x 3,042,025.64 2/15/2007 670,000.00 104.795% 702,126.50 5.5722222x 3,912,404.89 2/15/2008 705,000.00 104.783% 738,720.15 6.5722222x 4,855,032.99 2/15/2009 740,000.00 104.611% 774,121.40 7.5722222x 5,861,819.27 2/15/2010 780,000.00 104.460% 814,788.00 8.5722222x 6,984,543.80 2/15/2011 815,000.00 99.456% 810,566.40 9.5722222x 7,758,921.71 2/15/2012 855,000.00 99.955% 854,615.25 10.5722222x 9,035,182.34 2/15/2013 895,000.00 99.555% 891,017.25 11.5722222x 10,311,049.62 2/15/2014 940,000.00 99.529% 935,572.60 12.5722222x 11,762,226.63 2/15/2015 985,000.00 99.506% 980,134.10 13.5722222x 13,302,597.81 2/15/2016 1,035,000.00 99.688% 1,031,770.80 14.5722222x 15,035,193.38 2/15/2017 1,085,000.00 98.824% 1,072,240.40 15.5722222x 16,697,165.78 2/15/2018 1,145,000.00 99.609% 1,140,523.05 16.5722222x 18,901,001.43 2/15/2019 1,205,000.00 99.138% 1,194,612.90 17.5722222x 20,992,003.35 2/15/2020 1,270,000.00 99.642% 1,265,453.40 18.5722222x 23,502,281.76 2/15/2021 1,335,000.00 99.268% 1,325,227.80 19.5722222x 25,937,653.00 2/15/2022 1,405,000.00 98.593% 1,385,231.65 20.5722222x 28,497,293.33 2/15/2023 1,480,000.00 98.593% 1,459.176.40 21.5722222x 31,477,677.56 2/15/2024 1,560,000.00 98.637% 1,538,737.20 22.5722222x 34,732,718.02 2/15/2025 1,645,000.00 98.637% 1,622,578.65 23.5722222x 38,247,784.51 2/15/2026 1,735,000.00 98.637% 1,711,351.95 24.5722222x 42,051,720.42 2/15/2027 1,830,000.00 98.526% 1,803,025.80 25.5722222x 46,107,376.43 2/15/2028 1,925,000.00 98.526% 1,896,625.50 26.5722222x 50,397,554.26 2/15/2029 2,030,000.00 98.526% 2,000,077.80 27.5722222x 55,146,589.56 2/15/2030 2,145,000.00 98.526% 2,113,382.70 28.5722222x 60,384,040.15 2/15/2031 2,260,000.00 98.526% 2,226,687.60 29.5722222x 65,848,100.53 Total 35,000,000.00 -34,906,897.85 -655,549,091.46 IRS FORM 8038 Weighted Average Maturity= Bond Years/Issue Price ........................................................... 18.780 Years Total Interest from Debt Service ............................................................................................. 34,593,157.41 Accrued Interest from 06/01/2001 to 07/19/2001.. .................................................................. (239,092.17) Reoffering (Premium) or Discount........................................................................................... 93,102.15 Total lnterest.. ........................................................................................................................ 34,447,167.39 NIC =Interest/ (Issue Price• Average Maturity) ..................................................................... 5.2547045% Bond Yield for Arbitrage Purposes .......................................................................................... 5.2198622% First Southwest Company Public Finance File= GO PRICING.SF-GO PRICING -9-30 6/1312001 5:05 PM - - - - - - ,.... - - - City of Lubbock, Texas $35,000,000 Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 SUMMARY OF UNDERWRITER'S DISCOUNT Maturity Concession + Takedown = Total Issuance Value 2/15/2002 0.125% . 0.125% 160,000.00 2/15/2003 0.250% . 0.250% 550,000.00 2/15/2004 0.250% . 0.250% 575,000.00 2/15/2005 0.375% -0.375% 605,000.00 2/15/2006 0.375% . 0.375% 635,000.00 2/15/2007 0.375% . 0.375% 670,000.00 2/15/2008 0.375% . 0.375% 705,000.00 2/15/2009 0.500% . 0.500% 740,000.00 2/15/2010 0.500% . 0.500% 780,000.00 2/15/2011 0.500% -0.500% 815,000.00 2/15/2012 0.500% . 0.500% 855,000.00 2/15/2013 0.500% . 0.500% 895,000.00 2/15/2014 0.500% -0.500% 940,000.00 2/15/2015 0.500% . Q.500% 985,000.00 2/15/2016 0.500% -0.500% 1,035,000.00 2/15/2017 0.500% . 0.500% 1,085,000.00 2/15/2018 0.500% . 0.500% 1,145,000.00 2/15/2019 0.500% . 0.500% 1,205,000.00 2/15/2020 0.500% . 0.500% 1,270,000.00 2/15/2021 0.500% -0.500% 1,335,000.00 2/15/2023 0.500% -0.500% 2,885,000.00 2/15/2026 0.500% -0.500% 4,940,000.00 2/15/2031 0.500% -0.500% 10,190,000.00 Total . . . 35,000,000.00 UNDERWRITING & ISSUANCE EXPENSES Total Management Fees (0.100%) ..................................................................................... .. Total Average Takedown (0.481%) ..................................................................................... . Total Underwriters Expenses (0.079%) .................................................................. , ............ . TOTAL UNDERWRITING SPREAD (0.660%) ..................................................................... . Total Takedown 200.00 1,375.00 1,437.50 2,268.75 2,381.25 2,512.50 2,643.75 3,700.00 3,900.00 4,075.00 4,275.00 4,475.00 4,700.00 4,925.00 5,175.00 5,425.00 5,725.00 6,025.00 6,350.00 6,675.00 14,425.00 24,700.00 50,950.00 168,318.75 $35,000.00 $168,318.75 $27,525.47 $230,844.22 First Southwest Company Public Finance File =-GO PRICING. SF-GO PRICING 9-30 6/1312001 5:05 PM 3 ~-.,, i ' J 71 ~-Ill'\., -Rate ' (/) ;,. ·'" 0 -i:::: s .... .... N .... .... .... 0 N w !>-0, CJ) ....., 0> (0 0 .... (,) .I'>, 0, ~ a a a a 0 a a a a a a a a a a a i 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Go 09/15/81 -.., g 03/09/82 .g 08/31/82 • Q) ~ 02/22/83 u 08/16/83 02/07/84 ' 07/31/84 111111 01/22/85 07/16/85 01/07/86 u 07/01/86 ~·" 12/23/86 ti> C 06/16/87 "E. u C 12/08/87 en -I 05/31/88 ::0 A) (I) )( < A) ...,j 11/22/88 (I) :, :, Q. 05/16/89 li;s:0 0 C -• 11/07/89 :, -CD -• '< 05/01/90 :;::i.. !:!. 0 ::;,"'0 .... 10/23/90 -· A) r-£ -C 04/16/91 -C tr ' (I) DJ tr u en -· o 10/08/91 o :, n .... s» ~ 03/31/92 010 ~ tr (I) -I 09/22/92 :: C ~ ; IQ !:t. s» i.i 03/16/93 a = en o·~ 09/07/93 :, ti> ~ '< 03/01/94 ti> en liaili (I) -... (I) 08/23/94 (6' 3 en .,,-""' 02/14195 t,) i 0 I 08/08/95 0 u ... 01/25/96 07/18/96 i 01/09/97 J 07/03/97 12/25/97 06/18/98 • 12/10/98 06/03/99 11/25/99 u 05/18/00 11/09/00 r:1 ~ 05/03/01 --tv ~ 0 0 -7 , ... _,. ....,; '"] I 'J 1 1 :-i 1 I :1 ] '1 COMPARABLE SALES City of Lubbock Spring Branch !SD Katy fSD Tens Water City of Pharr Development Board $35,000,000 $149,500,000 $66,205,000 $118,565,000 $12,035,000 Tax & Municipal Drainage Utility System General Obligation General Obligation General Obligation Comb. Tax & Ltd Swplus Revenue Cettificates Unlimited Tax Unlimited Tax Unlimited Tax Pledge Rev Certificates 6/12/2001 6/4/2001 6/4/2001 5128/1001 5/31/2001 Maturity Aaa/FGIC Aaa/PSF Aaa/PSF Aa Aaa/FGIC 2001 2002 2.88% 2.90% 2.90% 3.00% 2003 3.30% 3.25% 3.30% 3.30% 3.40% 2004 3.50%, 3.52% 3.53% 3.55% 3.65% 2005 3.70% 3.68% 3.88% 3.75% 3.84% 2006 3.85% 3.85% 3.88"/4 3.90% 3.99% 2007 4.03% 4.03% 4.70% 4.07% 4.16% 2008 4.16% 4.16% 4.70% 4.20% 4.29% 2009 4.28% 4.29% 4.70% 4.35% 4.42% 2010 4.37% 4.40% 4.70% 4.4S% 4.52% 2011 4.47% 4.50% 4.70% 4.5S% 4.62% 2012 4.63% 4.62% 4.70% 4.66% 4.77% 2013 4.75% 4.73% 4.80% 4.78"/4 4.90% 2014 4.85% 4.83% 4.90% 4.88% 5.00% 2015 4.95% 4.91% 4.96% 4.98% 5.08% 2016 S.03% 5.00% 5.04% 5.06% 5.16% 2017 5.11% 5.06% 5.10% 5.12°/4 5.22% 2018 5.16% S.13% 5.20% 5.17% S.21% 2019 5.20% 5.20% 5.24% 5.26% 5.31% 2020 5.23% 5.23% 5.27% S.30% 5.35% 2021 5.26% S.25% 5.32% 5.37% 2022 5.31% 5.29% 5.36% 2023 5.31% 5.31% 5.36% 2024 5.35% 5.34% 5.30% 2025 5.35% 5.34% 5.30% 2026 5.35% 5.34% 5.30% 2027 5.40% 5,33% 2028 5.40% 5.33% 2029 5.40% 5.33% 2030 5.40% 5.33% 2031 5.40% 5.33% 2032 5.50% 2033 5.50% 2034 5.50% 2035 5.50% 4 ! 11""1 i ' r r """ } -!' - """ - ,-. -f ' - $35,000,000 City of Lubbock, Texas Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001 Orders Salomon Smith Barney $19,630,000 Dain Rauscher, Inc. 10,720,000 Edward Jones 3,940,000 Estrada Hinojosa & Company 6,175,000 Southwest Securities 7,100,000 Total Orders $47,565,000 THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK GENERAL CERTIFICATE § § § § § Ordinance No. 2001-00041 WE, the undersigned, Interim Managing Director of Finance and City Secretary, respectively, of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. Relative to Drainage System. In accordance with the provisions of V.T.C.A., Local Government Code, Section 402.051 and pursuant to a public hearing on August 12, 1993 and Ordinance No. 9634 finally passed and adopted by the Council on August 26, 1993, the Lubbock Municipal Drainage Utility System has been established and created. Attached hereto as Exhibit A and incorporated herein by reference as a part hereof for all purposes are true and correct copies of (a) Notice of Public Hearing as published in the Lubbock Avalanche-Journal on July 11, 1993, July 18, 1993 and July 25, 1993 and (b) Ordinance No. 9634, together with minutes pertaining thereto. 2. Relative to Rates and Charges. Attached hereto as Exhibit B and incorporated herein by reference as a part hereof for all purposes is a true and correct copy of the resolution establishing the current drainage utility rates and charges. 3. Relative to Nonencumbrance. Save and except for the pledge of the income and revenues of the City's Municipal Drainage Utility System (the "System") to the payment of the principal of and interest to become due with respect to the proposed "City of Lubbock, Texas, Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001", dated June 1, 2001 (the "Certificates")," said income and revenues of said System have not been pledged or hypothecated in any other manner or for any other purpose; and that the Certificates evidence the only liens, encumbrances or indebtedness of said System or against the income and revenues of such System. 45047619.1 ,, 4. Relative to Income and Revenues. A schedule of the gross receipts, operating expenses and net revenues of the System is as follows: Fiscal Year Gross Operating Net Ending 9/30 Receipts Expenses Revenues 1996 $1,935,046 $386,255 $1,548,791 1997 $2,052,318 $516,987 $1,535,331 1998 $2,114,965 $519,740 $1,595,225 1999 $2,217,866 $502,936 $1,714,930 2000 $2,291,764 $579,552 $1,712,212 5. Relative to Tax Supported Indebtedness. The total principal amount of indebtedness of the City, including the Certificates, payable from ad valorem taxes levied and collected by the City is as follows: OUTSTANDING INDEBTEDNESS ------------------$175,408,321 THE CERTIFICATES 35,000,000 TOTAL INDEBTEDNESS ------------------------------------------$ 210,408,321 6. Relative to Debt Service Schedule. A debt service requirement schedule for all outstanding tax debt of the City, including the Certificates, is attached hereto as ExhibitC and made a part of this certificate for all purposes. 45047619.1 -2- 7. Relative to City Officials. Certain duly qualified and acting officers of said City are as follows: WINDY SITTON ALEX "TY" COOKE BOB CASS DEBRA B. FORTE VICTOR KILMAN REBECCA GARZA ANITA BURGESS 8. Relative to Taxable Values MAYOR MAYOR PRO TEM CITY MANAGER DEPUTY CITY MANAGER INTERIM MANAGING DIRECTOR OF FINANCE CITY SECRETARY CITY ATTORNEY The assessed value of all taxable property (net of exemptions) in the City, as shown by the tax rolls for the year 2000, and which have been duly approved and are the latest official assessment of taxable property in the City is as follows: TOTAL ASSESSED TAXABLE VALUES OF REAL AND PERSONAL PROPERTY---··--------$6,638,779,668 9. Relative to Incorporation. The City is incorporated under the General Laws of the State of Texas, and is operating under the Home Rule Amendment to the Texas Constitution, Section 5, Article XI, as amended in 1912. The City Charter was originally adopted at an election held on December 27, 1917, and said Charter has not been amended or revised in any respect since January 18, 1992, the date of the last Charter Amendment Election. 10. Relative to No-Petition. No valid petition, signed by at least 5% of the qualified electors of the City, has been filed with or presented to the Mayor, City Secretary or any other official of the City protesting the issuance of the Certificates. 45047619.1 -3- WITNESS OUR HANDS AND THE SEAL OF THE CITY OF LUBBOCK, TEXAS, this the 14th day of June, 2001. (City Seal) 45047619.1 CITY OF LUBBOCK, TEXAS Victor Kilman Interim Managing Rebecca Garza 6 City Secretary -4- Ordinance Bo. 2001-00041 PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of June 14, 2001 (this "Agreement"), by and between the City of Lubbock, Texas (the "Issuer"), and U. S. Trust Company of Texas, N.A., Dallas, Texas, a banking association duly organized and existing under the laws of the United States of America (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of Lubbock, Texas, Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation, Series 2001" (the "Securities") in the aggregate principal amount of $35,000,000, which Securities are scheduled to be delivered to the initial purchasers on or about July 19, 2001;and WHEREAS, the Issuer has selected and the Bank has agreed to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer and exchange thereof by the registered owners; and WHEREAS, the Bank represents it has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof; all in accordance with this Agreement and the "Bond Resolution" (hereinafter defined). The Issuer . hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Bond Resolution." • The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. 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 Annex A attached hereto. 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 45039437.1 1 '' \ of the provIsIons hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the principal office of the Bank as indicated in Section 3.01 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. "Fiscal Year" means the fiscal year of the Issuer, ending September 30th. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor, City Manager, Deputy City Mangaer, Managing Director of Finance, Assistant City Manager or City Secretary, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "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 mutilated, lost. destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Resolution). "Redemption Date" when used with respect to any Security to be redeemed means the date fixed for such redemption pursuant to the terms of the Bond Resolution. "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, 45039437.1 -2- 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. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfers of Securities. "Stated Maturity" means the date specified in the Bond Resolution the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar'' refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following offices: By Hand: U. S. Trust Company of Texas, N.A. 30 Broad Street B-Level New York, New York 10006-1906 By Mail: U. S. Trust Company of Texas, N.A. P. 0. Box 84 Bowling Green Station New York, New York 10274-0084 As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. All payments of principal and/or interest on the Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable to the registered owners, drawn on the fiduciary account provided in Section 5.05 hereof, sent by United States mail, first class, postage prepaid, to the address appearing on the Security Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities at the dates specified in the Bond Resolution. 45039437.1 -3- ARTICLE FOUR REGISTRAR Section 4.01. Security Register -Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the Security Register. The Bank represents and warrants its office in Dallas, Texas will at all times have immediate access to the Security Register by electronic or other means and will be capable at all times of producing a hard copy of the Security Register at its Dallas office for use by the Issuer. 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 by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request any supporting documentation it feels necessary to effect a re-registration, transfer or exchange of the Securities. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other governments or corporations for which it serves as registrar, or that is maintained for its own securities. Section 4.03. Form of Security 'Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer and exchange of the Securities 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 Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security 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 Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security 45039437.1 -4 - 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. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon recefpt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank, subject to the provisions of Section 23 of the Bond Resolution, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen. 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. ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. 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. 45039437.1 - 5 - {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 resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, 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 Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. {e} 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. (f} 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. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledges 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. Moneys Held by Bank -Fiduciary Account/Collateralization. A fiduciary account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collateralized by securities or obligations which qualify and are eligible under both the laws of the State of Texas and the laws of the United States of America to secure and be pledged as collateral for fiduciary accounts to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such fiduciary account shall be made by check drawn on such fiduciary account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any}, or interest on any 45039437.1 -6- 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 Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. lnterpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where either the Bank Office or the administrative offices of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of lnterpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. DT Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements," which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. 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 on page 9. Section 6.04. Effect of Headings. 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. 45039437.1 -7- Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Resolution 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 Resolution, the Bond Resolution 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. Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and {b) notice given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otheiwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. 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. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. 45039437.1 -8- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Attest: Ti<JJ~nAAY (CITY SEAL) Attest: 45039437.1 U.S. TRUST COMPANY OF TEXAS, N.A. ~ Address: 2001 Ross Ave., Suite 2700 Dallas, Texas 75201 Address: P. 0. Box 2000 Lubbock, Texas 79457 -9- I < U.S. TRUST CORPORATE TRUST and AGENCY FEES Schedule A Fee Schedule $35,000,000 City of Lubbock, Texas Tax and Municipal Drainage Utility System Surplus Revenue Certificates of Obligation Series 2001 Fee Schedule: $550.00 annually (Book Entry Only), to be paid at closing. There will not be an acceptance fee. $650.00 annually (Registered Issue), to be paid at closing. There will not be an acceptance fee. Issues that require multiple installment closings will be charged $100.00 per installment plus the annual fee. Paying Agency issues that require U.S. Trust to hold funds to pay cost of issuance expenses at a later date will be charged $250.00 (one time only), plus the annual fee. Dated: June 15, 2001