HomeMy WebLinkAboutOrdinance - 10136-1999 - Electric Light And Power System Revenue Refunding And Improvement Bond - 01/14/1999ORDINANCE NO. 10136
AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS,
ELECTRIC LIGHT AND POWER SYSTEM REVENUE REFUNDING AND
IMPROVEMENT BONDS, SERIES 1999"; prescribing the forms, terms, and
provisions of said bonds; pledging the net revenues of the City's Electric
Light and Power System to the payment of the principal of and interest on
said bonds; enacting provisions incident and related to the issuance,
payment, security, sale and delivery of said bonds, including the approval
and distribution of an Official Statement pertaining thereto and the approval
and execution of a Paying Agent/Registrar Agreement, a PurChase
Contract and a Special Escrow Agreement; and providing an effective date.
WHEREAS, the City Council of the City of Lubbock, Texas (the "City'1 has heretofore
issued, sold, and delivered, and there is currently outstanding, obligations totaling in principal
amount $5,700,000 (collectively, the "Refunded Obligations") more particularly described as
follows:
(1) City of Lubbock, Texas, Electric Light and Power System
Revenue Bonds, Series 1991, dated May 15, 1991, maturing on April15
in each of the years 2002 through 2011, and aggregating in principal
amount $3,750,000
(2) City of Lubbock, Texas, Electric Light and Power System
Revenue Refunding Bonds, Series 1991-B, dated July 15,1991, maturing
on April15 in each of the years 2001 through 2004, and aggregating in
principal amount $1,950,000
AND WHEREAS, pursuant to the provisions of Article 717k, V.A.T.C.S., as amended, the
City Council is authorized to issue refunding bonds and deposit the proceeds of sale directly with
any place of payment for the Refunded Obligations, and such deposit, when made in accordance
with said statute, shall constitute the making of firm banking and financial arrangements for the
discharge and final payment of the Refunded Obligations; and
WHEREAS, the City Council hereby finds and determines that refunding bonds should be
issued at this time to refund the Refunded Obligations and such refunding will result in a debt
service savings of approximately $514,218.93 and a present value savings of approximately
$400,420.11; and
WHEREAS, in combination with the revenue bonds issued to refund the Refunded
Obligations, the City Council further finds and determines that revenue bonds in the principal
amount of $8,860,000 should be issued for the purpose of making improvements and extensions
to the City's Electric Light and Power System; and
WHEREAS, a "Notice of Intention To Issue City of Lubbock, Texas, Revenue Bonds" in
the principal amount not to exceed $8,860,000, maturing not later than December 31, 2019 and
bearing interest at a rate not to exceed 15% per annum, for the purpose of making improvements
and extensions to the City's Electric Light and Power System has been duly published in The
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Lubbock Avalanche-Journal, in the issues dated December 27, 1998 and January 3, 1999, the
date of the first publications of such notice being at least fourteen (14) days prior to January 28,
1999, the date stated therein when this ordinance was scheduled to be considered for second
reading and final passage and adoption by the City Council; and
WHEREAS, the City Council hereby finds and determines that no petition, bearing the valid
petition signatures of 10% or more of the qualified voters of the City, requesting that an election
be held on the issuance of such revenue bonds has been filed with the City Secretary or any other
officer of the City and all of the revenue bonds described in the aforesaid notice should be issued
and sold at this time; and
WHEREAS, the City Council has further determined and hereby finds that said bonds can
and should be issued on a parity with other outstanding revenue bonds of the City (hereinafter
called and defined as "Previously Issued Bondsj payable from and secured by a first lien on and
pledge of the net revenues of the System and that the terms and conditions for the issuance of
"additional bonds" on a parity with the Previously Issued Bonds can be met and satisfied, to wit:
(i) the Mayor and Managing Director of Finance (who has assumed the duties of City Treasurer)
can certify that the City is not now in default as to any covenant, condition or obligation prescribed
by the ordinances authorizing the issuance of the outstanding Previously Issued Bonds, including
showings that all interest, sinking, and reserve funds have been fully maintained in accordance
with the provisions of said ordinances; (ii) applicable laws of the State of Texas now In force permit
and authorize the issuance of the bonds and will be fully complied with, (iii) the City can secure
from an independent Certified Public Accountant a written report demonstrating that the net
revenues of the System were, during the last completed fiscal year, equal to at least 1-112 times
the average annual principal and interest requirements of all the bonds which will be secured by
a first lien on and pledge of the net revenues of the System and which will be outstanding upon
the issuance of the bonds herein authorized; and further demonstrating that the net revenues of
the System during the last completed fiscal year were equal to at least 1-1/5 times the maximum
annual principal and interest requirements of all such bonds as will be outstanding upon the
issuance of the bonds herein authorized, (iv) the bonds herein authorized will mature on April15
in each year, and (v) the "Reserve Portion" of the Bond Fund shall be accumulated and
supplemented as necessary to maintain therein a sum equal to at least the average annual
principal and interest requirements of all bonds secured by a first lien on and pledge of the net
revenues of the System which will be outstanding upon the issuance of the bonds herein
authorized; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
SECTION 1: Authorization-Designation-Principal Amount-Purpose. Revenue bonds
of the City shall be and are hereby authorized to be issued in the aggregate principal amount of
$14,975,000, to be designated and bear the title "City of Lubbock, Texas, Electric Ught and Power
System Revenue Refunding and Improvement Bonds, Series 1999" (the "Bonds'1, for the purpose
, of providing funds for the discharge and final payment of certain outstanding obligations of the
City (identified in the preamble hereof and referred to as the "Refunded Obligations"), paying costs
of issuance, and to provide funds in the amount of $8,860,000 for making improvements and
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extensions to the City's Electric Light and Power System, in conformity with the Constitution and
laws of the State of Texas, including Articles 717k and 1111, et. seq., as amended, V.A.T.C.S.
SECTION 2: Fully Registered Obligations -Authorized Denominations-Stated Maturities
-Date. The Bonds shall be issued as fully registered obligations, without coupons, shall be dated
January 15, 1999 (the "Bond Date") and, other than the single fully registered Initial Bond
referenced in Section 8 hereof, shall be in denominations of $5,000 or any integral multiple thereof
(within a Stated Maturity), shall be numbered consecutively from One (1) upward and shall
become due and payable on April15 in each of the years and in principal amounts (the "Stated
Maturities") and bear interest at per annum rates in accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount RateCsl
1999 $ 150,000 3.10%
2000 530,000 3.20%
2001 1,045,000 3.50%
2002 1,385,000 3.65%
2003 1,355,000 3.75%
2004 1,325,000 3.85%
2005 835,000 3.90%
2006 825,000 4.00%
2007 815,000 4.05%
2008 810,000 4.15%
2009 800,000 5.00%
2010 795,000 4.35%
2011 785,000 4.45%
2012 440,000 4.55%
2013 440,000 4.65%
2014 440,000 4.75%
2015 440,000 4.85%
2016 440,000 4.90%
2017 440,000 5.00%
2018 440,000 5.00%
2019 440,000 5.00%
The Bonds shall bear interest on the unpaid principal amounts from the Bond Date at the
rate(s) per annum shown In the above schedule (calculated on the basis of a 360-day year of
twelve 30-day months). Interest on the Bonds shall be payable on April15 and October 15 in
each year, commencing April 15, 1999.
SECTION 3: Terms of Payment -Paying Agent/Registrar. The principal of, premium, if
any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Bonds (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
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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.
The selection and appointment of Chase Bank of Texas, National Association to serve as
Paying Agent/Registrar for the Bonds is hereby approved and confirmed. Books and records
relating to the registration, payment, transfer and exchange of the Bonds (the "Security Register'1
shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, as
provided herein and in accordance with the terms and provisions of a "Paying Agent/ Registrar
Agreement", substantially in the form attached hereto as Exhibit A, and such reasonable rules
and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor and City
Secretary are authorized to execute and deliver such Agreement in connection with the delivery
of the Bonds. The City covenants to maintain and provide a Paying Agent/Registrar at all times
until the Bonds 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 Bonds, 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 Bonds shall be payable at the Stated Maturities
or upon the earlier redemption thereof, only upon presentation and surrender of the Bonds to the
Paying Agent/Registrar at its designated offices in Dallas, Texas (the "Designated
Payment/Transfer Office"). Interest on the Bonds shall be paid to the Holders whose names
appear 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 shall be paid by the Paying
Agent/Registrar (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 Bonds 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 non-payment of interest on one or more maturities on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment for
such maturity or maturities (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 of such maturity or maturities appearing on the Security Register
at the close of business on the last business day next preceding the date of mailing of such notice.
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SECTION 4: Redemption. (a) Optional Redemption. The Bonds having Stated Maturities
on and after April15, 2010, 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 April 15, 2009 or on any date
thereafter at the redemption price of par plus accrued interest to the date of redemption.
(b) Exercise of Redemption Option. At least forty-five (45) days prior to a redemption date
for the Bonds (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 Bonds,
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 Bonds shall be entered in the minutes of
the governing body of the City.
(c) Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same
Stated Maturity are to be redeemed on a redemption date, the Paying Agent/ Registrar shall treat
such Bonds as representing the number of Bonds Outstanding which is obtained by dividing the
principal amount of such Bonds by $5,000 and shall select the Bonds 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 Bonds, a notice of redemption shall be sent by United States Mail, first class postage prepaid,
in the name of the City and at the City's expense, to each Holder of a Bond 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 Bonds, (ii) identify
the Bonds 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
Bonds, 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 Bonds, or the principal amount
thereof to be redeemed, shall be made at the Designated Paymentrrransfer Office of the Paying
Agent! Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject
by its terms to prior redemption and has been called for redemption and notice of redemption
thereof has been duly given or waived as herein provided, such Bond (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 Bonds (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 Bonds -Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each registered owner of the Bonds issued under and pursuant to the provisions of this
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Ordinance. Any Bond may, in accordance with its terms and the terms hereof, be transferred or
exchanged for Bonds of other authorized denominations upon the Security Register by the Holder,
in person or by his duly authorized agent, upon surrender of such Bond 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 surrenderfortransferof any Bond (other than the Initial Bonds authorized in Section
8 hereof) at the Designated Paymentrrransfer 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 Bonds, executed on behalf of, and furnished by, the City of authorized
denominations and having the same Stated Maturity and of a like aggregate principal amount as
the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial Bonds authorized in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the
Designated Paymentrrransfer Office of the Paying Agent/ Registrar. Whenever any Bonds are
surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Bonds,
executed on behalf of, and furnished by, the City, to the Holder requesting the exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the
Designated Paymentrrransfer Office of the Paying Agent/Registrar, or sent by United States Mail,
first class postage prepaid, to the Holder and, upon the delivery thereof, the same shall be valid
obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits
under this Ordinance, as the Bonds surrendered in such transfer or exchange.
All transfers or exchanges of Bonds 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 Agent/Registrar 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.
Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be,
of the same obligation to pay evidenced by the Bond or Bonds registered and delivered in the .
exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered and delivered in lieu thereof pursuant to Section 31 hereof and such new replacement
Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen
Bond.
Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange
any Bond called for redemption, in whole or in part, within 45 days of the date foced for redemption
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of such Bond; provided, however, such limitation of transfer shall not be applicable to an exchange
by the Holder of the unredeemed balance of a Bond called for redemption in part.
SECTION 6: Book-Entrv Only Transfers and Transactions. Notwithstanding the provisions
contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange of the
Bonds, the City hereby approves and authorizes the use of "Book-Entry Only" securities
clearance, settlement and transfer system provided by The Depository Trust Company (DTC), 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 Representation, by and
between the City and DTC (the "Depository Agreement") relating to the Bonds.
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be deposited
with DTC who shall hold said Bonds for its participants (the "DTC Participants"). While the Bonds
are held by DTC under the Depository Agreement, the Holder of the Bonds on the Security
Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of
DTC, notwithstanding the ownership of each actual purchaser or owner of each Bond (the
"Beneficial Owners'1 being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the Bonds
or otherwise ceases to provide book-entry clearance and settlement of securities transactions in
general or the City determines that DTC is incapable of properly discharging its duties as securities
depository for the Bonds, the City covenants and agrees with the Holders of the Bonds to cause
Bonds to be printed in definitive form and provide for the Bond certificates to be issued and
delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Bonds
in definitive form shall be assigned, transferred and exchanged on the Security Register
maintained by the Paying Agent/Registrar and payment of such Bonds shall be made in
accordance with the provisions of Sections 3, 4 and 5 hereof.
SECTION 7: Execution-Registration. The Bonds 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 Bonds may be manual or facsimile. Bonds
bearing the manual or facsimile signatures of individuals who are or were the proper officers of
the City on the Bond Date shall be deemed to be duly executed on behalf of the City,
notwithstanding that such individuals or either of them shall cease to hold such offices at the time
of delivery of the Bonds to the initial purchaser(s) and with respect to Bonds delivered in
subsequent exchanges and transfers, all as authorized and provided in the Bond Procedures Act
of 1981, as amended.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond 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 upon any
Bond duly signed shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered and delivered.
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~ SECTION 8: Initial Bond(s). The Bonds herein authorized shall be initially issued either
(i) as a single fully registered bond in the total principal amount of $14,975,000 with principal
installments to become due and payable as provided in Section 2 hereof and numbered T-1, or
(ii) as twenty-one (21) fully registered bonds, being one bond 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 Bond(s)'1 and, in either case, the Initial Bond(s) shall be
registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s) shall
be the Bonds submitted to the Office of the Attomey 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 Bond(s), the
Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the
designee thereof, shall cancel the Initial Bond(s) delivered hereunder and exchange therefor
definitive Bonds 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 Bonds, the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, the Certificate of Registration, and the form
of Assignment to be printed on each of the Bonds, 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 Bonds, or any maturities thereof, are
purchased with insurance and any reproduction of an opinion of counsel) thereon as may,
consistently herewith, be established by the City or determined by the officers executing such
Bonds as evidenced by their execution thereof. Any portion of the text of any Bonds may be set
forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond.
The definitive Bonds and the Initial Bond(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 Bonds as evidenced by their execution.
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B. Form of Definitive Bond.
REGISTERED REGISTERED NO. $ ____ _
Bond Date:
January 15, 1999
Registered Owner:
Principal Amount:
United States of America
State of Texas
City of Lubbock, Texas
Electric Light and Power System
Refunding Revenue and Improvement Bond,
Series 1999
Interest Rate: Stated Maturity: CUSIP NO.
DOLLARS
The City of Lubbock (hereinafter referred to as the "City'1, a body corporate and municipal
corporation in the County of Lubbock, State of Texas, for value received, hereby promises to pay
to the Registered Owner named above, or the registered assigns thereof, solely from the revenues
hereinafter defined, 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
on the unpaid Principal Amount hereof from the Bond Date at the per annum rate of interest
specified above computed on the basis of a 360-day year of twelve 30-day months; such interest
being payable on April15 and October 15 of each year, commencing April15, 1999. Principal of
this Bond shall be payable 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 Bond 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 Bond. Interest is payable to the
registered owner of this Bond (or one or more Predecessor Bonds, 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 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 Bond shall be without exchange or
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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.
This Bond is one of the series specified in its title issued in the aggregate principal amount
of $14,975,000 (herein referred to as the "Bonds'1 for the purpose of refunding certain
outstanding obligations, paying costs of issuance and to provide funds in the amount of
$8,860,000 for making improvements and extensions to the City's Electric Light and Power
System, under and in strict conformity with the Constitution and laws of the State of Texas,
including Articles 717k and 1111 et. seq., V.A. T.C.S., and pursuant to an Ordinance adopted by
the City Council of the City (herein referred to as the "Ordinance"). ·
The Bonds maturing on and after April15, 2010, 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
April15, 2009, 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 the date foced for any redemption of Bonds, the City shall cause
a written notice of such redemption to be sent by United States Mail, first class postage prepaid,
to the registered owners of each Bond 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 Bond (or any portion of its principal sum) shall have been duly called for redemption and notice
of such redemption duly given, then upon such redemption date such Bond (or the portion of its
principal sum to be redeemed) shall become due and payable, and interest thereon shall cease
to accrue from and after the redemption date therefor, provided moneys for the payment of the
redemption price and the interest 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.
In the event a portion of the principal amount of a Bond 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 Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new
Bond or Bonds 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 Bond is selected for redemption, in whole or in part, the City
and the Paying Agent/Registrar shall not be required to transfer such Bond 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 Bond redeemed in part.
The Bonds are special obligations of the City and, together with the outstanding and
unpaid Previously Issued Bonds (as defined in the Ordinance), are payable solely from and
secured by a first lien on and pledge of the Net Revenues (as defined in the Ordinance) of the
City's Electric Light and Power System (the "System"). The Bonds do not constitute a legal or
equitable pledge, charge, lien or encumbrance upon any property of the City or the System,
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except with respect to the Net Revenues. The holder hereof shall never have the right to demand
payment of this obligation out of any funds raised or to be raised by taxation.
Subject to satisfying the terms and conditions prescribed therefor, the City has reserved
the right to issue additional revenue obligations payable from and equally and ratably secured by
a parity lien on and pledge of the Net Revenues of the System, in the same manner and to the
same extent as the Bonds.
Reference is hereby made to the Ordinance, a copy of which is on file in the Designated
Payment!Transfer Office the Paying Agent/Registrar, and to all of the provisions of which the
Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and
the nature and extent of the security for the Bonds; the properties constituting the System; the Net
Revenues pledged to the payment of the principal of and interest on the Bonds; the nature and
extent and manner of enforcement of the lien and pledge securing the payment of the Bonds; the
terms and conditions for the Issuance of additional revenue obligations; the terms and conditions
relating to the transfer or exchange of this Bond; 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
liens, pledges, charges and covenants made therein may be discharged at or prior to the maturity
or redemption of this Bond, and this Bond deemed to be no longer Outstanding thereunder; and
for the other terms and provisions thereof. Capitalized terms used herein have the same
meanings assigned in the Ordinance.
This Bond, 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 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 new fully registered Bonds of the
same Stated Maturity, of authorized denominations, bearing the same rate of interest, 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 Bond 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 non-payment 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,
746669.1 -11-
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 and represented and covenanted that the City is a duly
organized and legally existing municipal corporation under and by virtue of the Constitution and
laws of the State of Texas; that the issuance of the Bonds 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 Bonds
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 Bonds 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 Bonds by a pledge of the Net Revenues of the System as
aforestated. In case any provision in this Bond 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
Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws
of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City as of the Bond Date.
CITY OF LUBBOCK, TEXAS
Mayor
COUNTERSIGNED:
City Secretary
(City Seal)
745669.1 -12-
C. *Form of Registration Certificate · of Comptroller
of Public Accounts to Appear on Initial Bonds only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
· OF PUBLIC ACCOUNTS
0
0
0
0
REGISTER NO.-----
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond 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.
(SEAL)
WITNESS my signature and seal of office this --------
Comptroller of Public Accounts
of the State of Texas
* NOTE TO PRINTER: Do not print on Definitive Bonds.
D. Form of Certificate of Paying Agent/Registrar to Appear on definitive Bonds only.
This Bond has been duly issued and registered in the name of the Registered Owner
shown above under the provisions of the within-mentioned Ordinance; the bond or bonds 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 in Dallas, Texas, is the "Designated
Payment/Transfer Office" for this Bond.
Registration date:
745669.1
CHASE BANK OF TEXAS.
NATIONAL ASSOCIATION,
as Paying Agent/Registrar
By _____________ __
Authorized Signature
-13-
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 Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints--------------------
attorney to transfer the within Bond 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 Bond in every particular.
F. The Initial Bond(s) shall' be in the form set forth in paragraph B of this Section. except
that the form of a single fully registered Initial Bond shall be modified as follows:
(i) immediately under the name of the bond the headings "Interest Rate ____ "
and "Stated Maturity " shall both be omitted;
(ii) Paragraph one shall read as follows:
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, hereby promises to pay
to the Registered Owner named above, or the registered assigns thereof, solely from the revenues
hereinafter identified, on April 15 in each of the years and in principal amounts and bearing
interest at per annum rates in accordance with the following schedule:
YEAR
PRINCIPAL
INSTALLMENTS
INTEREST
RATE
(Information to be inserted from schedule in Section 2 hereof).
(or so much thereof as shall not have been prepaid prior to maturity) and to pay interest on the
unpaid principal amounts hereof from the Bond 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 April15 and October 15 of each year, commencing April15, 1999. Principal of this
Bond shall be payable to the registered owner hereof by Chase Bank of Texas, National
Association (the "Paying Agent/Registrar''), upon presentation and surrender, at its designated
745669.1 -14-
office in Dallas, Texas (the "Designated Payment/ Transfer Office"). Interest is payable to the
registered owner of this Bond 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 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 Bond 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 all purposes of this Ordinance and in particular for clarity
with respect to the issuance of the Bonds herein authorized and the pledge and appropriation of
revenues therefor, the following definitions are provided:
745669.1
(a) The term "Additional Bonds" shall mean the additional parity
obligations the City reserves the right to issue in accordance with the terms and
conditions prescribed In Section 21 hereof.
(b) The term "Bonds" shall mean the $14,975,000 "City of Lubbock,
Texas, Electric Ught and Power System Revenue Refunding and Improvement
Bonds, Series 1999," dated January 15, 1999, authorized by this Ordinance.
(c) The term "Bonds Similarly Secured" means the Previously Issued
Bonds, the Bonds and Additional Bonds.
(d) The term "Fiscal Year'' shall mean the twelve month accounting
period used by the City in connection with the operations of the System which may
be any twelve ( 12) consecutive month period established by the City.
(e) The term "Govemment Obligations" shall mean direct 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, and United
States Treasury obligations such as its State and Local Govemment Series in
book-entry form.
(f) The term "Net Revenues" shall mean the gross revenues of the
System less expenses of operation and maintenance. Such expenses of operation
and maintenance shall not include depreciation charges or fundS pledged for the
Bonds Similarly Secured, but shall include all salaries, labor, materials, repairs, and
extensions necessary to render services; provided, however, that in determining
"Net Revenues", only such repairs and extensions as in the judgment of the City
Council, reasonably and fairly exercised, are necessary to keep the System in
operation and render adequate service to the City and inhabitants thereof, or such
as might be necessary to meet some physical accident or condition which
-15-
745669.1
otherwise would impair the security of the Bonds Similarly Secured, shall be
deducted.
(g) The tenn "Outstanding" when used in this Ordinance with respect to
Bonds or Bonds Similarly Secured, as the case may be, shall mean, as of the date
of detennination, all Bonds and Bonds Similarly Secured theretofore sold, issued
and delivered by the City, except:
(1) those Bonds or Bonds Similarly Secured cancelled
or delivered to the transfer agent or registrar for cancellation in
connection with the exchange or transfer of such obligations;
(2) those Bonds or Bonds Similarly Secured paid or
deemed to be paid in accordance with the provisions of Section 29
hereof; and
(3) those Bonds or Bonds Similarly Secured that have
been mutilated, destroyed, lost, or stolen and replacement bonds
have been registered and delivered in lieu thereof.
(h) The tenn "Previously Issued Bonds" shall mean the outstanding and
unpaid revenue bonds payable from and secured by a first lien on and pledge of
the Net Revenues of the System, further identified as follows:
(1) City of Lubbock, Texas, Electric light and Power System
Revenue Bonds, Series 1991, dated May 15, 1991, in the original
principal amount of $7,500,000;
(2) City of Lubbock, Texas, Electric Light and Power
System Revenue Refunding Bonds, Series 1991A, dated July 15,
1991, in the original principal amount of $4,424,976;
(3) City of Lubbock, Texas, Electric Light and Power
System Refunding Revenue Bonds, Series 1991B, dated July 15,
1991, in the original principal amount of $4,999,989;
(4) City of Lubbock, Texas, Electric Light and Power System
Refunding Revenue Bonds, Series 1995, dated June 15, 1995, in
the original principal amount of $13,560,000.
(5) City of Lubbock, Texas, Electric Light and Power System
Revenue Bonds, Series 1998, dated January 1, 1998, in the original
principal amount of $9,170,000.
(i) The tenn "System" shall mean all properties, real, personal, mixed
or otherwise, now owned or hereafter acquired by the City of Lubbock through
-16-
purchase, construction or otherwise, and used in connection with the City's Electric
Light and Power System and in anywise pertaining thereto, whether situated within
or without the limits of the City.
SECTION 11: Pledge. The City hereby covenants and agrees that all of the Net Revenues
derived from the operation of the System, with the exception of those in excess of the amounts
required to establish and maintain the special Funds created for the payment and security of the
Bonds Similarly Secured, are hereby irrevocably pledged for the payment of the Previously Issued
Bonds, the Bonds and Additional Bonds, if issued, and the interest thereon, and it is hereby
ordained that the Previously Issued Bonds, the Bonds and Additional Bonds, if issued, and the
interest thereon, shall constitute a first lien on the Net Revenues of the System.
SECTION 12: Rates and Charges. The City hereby covenants and agrees with the owners
of the Bonds that rates and charges for electric power and energy afforded by the System will be
established and maintained to provide revenues sufficient at all times to pay:
(a) all necessary and reasonable expenses of operating and
maintaining the System as set forth herein in the definition ''Net Revenues" and to
recover depreciation;
(b) the amounts required to be deposited to the Bond Fund to pay the
principal of and interest on the Bonds Similarly Secured as the same becomes due
and payable and to accumulate and maintain the reserve amount required to be
deposited therein; and
(c) any other legally incurred indebtedness payable from the revenues
of the System and/or secured by a lien on the System or the revenues thereof.
SECTION 13: Segregation of Revenues/Fund Designations. All receipts, revenues and
income derived from the operation and ownership of the System shall be kept separate from other
funds of the City and deposited within twenty-four (24) hours after collection in the "Electric Light
and Power System Fund" (created and established in connection with the issuance of the
Previously Issued Bonds), which Fund (hereinafter referred to as the "System Fund") is hereby
reaffirmed and shall continue to be kept and maintained at an official depository bank of the City
while the Bonds remain Outstanding. Furthermore, the "Special Electric Light and Power System
Revenue Bond Retirement and Reserve Fund" (hereinafter referred to as the "Bond Fund'1,
created and established in connection with the issuance of the Previously Issued Bonds, is hereby
reaffirmed and shall continue to be maintained by the City while the Bonds remain Outstanding.
The Bond Fund is and shall continue to be kept and maintained at the City's official depository
bank, and moneys deposited in the Bond Fund shall be used for no purpose other than for the
payment, redemption and retirement of Bonds Similarly Secured.
SECTION 14: System Fund. The City hereby reaffirms its covenant to the holders of the
Previously Issued Bonds and agrees with the owners of the Bonds that the moneys deposited in
the System Fund shall be used first for the payment of the reasonable and proper expenses of
operating and maintaining the System, as identified in Section 1 O(f) hereof. All moneys deposited
745669.1 -17-
in the System Fund in excess of the amounts required to pay operating and maintenance
expenses of the System, as hereinabove provided, shall be applied and appropriated, to the
extent required and in the order of priority prescribed, as follows:
(i) To the payment of the amounts required to be deposited in the Bond
Fund for the payment of principal of and interest on the Bonds Similarly Secured
as the same become due and payable; and
(ii) To the payment of the amounts, if any, required to be deposited in
the Bond Fund to accumulate and maintain the reserve amount as security for the
payment of the principal of and interest on the Bonds Similarly Secured.
SECTION 15: Bond Fund. (a) In addition to the required monthly deposits to the Bond
Fund for the payment of principal of and interest on the Previously Issued Bonds, the City hereby
agrees and covenants to deposit to the Bond Fund an amount equal to one hundred percentum
(100%) of the amount required to fully pay the interest on and principal of the Bonds falling due
on or before each maturity and interest payment date, such payments to be made in substantially
equal monthly installments on or before the 1st day of each month beginning on or before the 1st
day of the month next following the month the Bonds are delivered to the initial purchaser.
The required monthly deposits to the Bond Fund for the payment of principal of and
interest on the Bonds shall continue to be made as hereinabove provided until such time as (i) the
total amount of deposit in the Bond Fund, including the "Reserve Portion" deposited therein, is
equal to the amount required to fully pay and discharge all outstanding Bonds Similarly Secured
(principal and interest) or (ii) the Bonds are no longer outstanding, i.e., the Bonds have been fully
paid as to principal and interest or all the Bonds have been refunded.
Accrued interest and premium, if any, received from the purchasers of the Bonds shall be
deposited in the Bond Fund, and shall be taken into consideration and reduce the amount of the
monthly deposits hereinabove required which would otherwise be required to be deposited in the
Bond Fund from the Net Revenues of the System.
(b) In addition to the amounts to be deposited in the Bond Fund to pay current principal
and interest for the Bonds Similarly Secured, the City reaffirms its covenant to the holders of the
Previously Issued Bonds and agrees to accumulate and maintain in said Fund a reserve amount
(the "Reserve Portion") equal to not less than the average annual principal and interest
requirements of all outstanding Bonds Similarly Secured (calculated and redetermined at the time
of issuance of each series of Bonds Similarly Secured).
In accordance with the ordinances authorizing the issuance of the Previously Issued
Bonds, there is currently on deposit to the credit of the Reserve Portion of the Bond Fund the sum
of $2,631,784 (the "Current Reserve''· By virtue of the issuance of the Bonds, the amount
required to be on deposit in the Reserve Portion of the Bond Fund is determined to be $2,759,650
(the "Required Reserve"), which amount equals not less than the average annual principal and
interest requirements of the outstanding Bonds Similarly Secured after giving effect to the
issuance of the Bonds. Simultaneously with the delivery of the Bonds, the City shall cause to be
745669.1 -18-
deposited to the credit of the Reserve Portion of the Bond Fund the difference between the
Required Reserve and the Current Reserve.
The Reserve Portion of the Bond Fund shall be made available for and reasonably
employed in meeting the requirements of the Bond Fund if need be, and if any amount thereof is
so employed, the Reserve Portion in the Bond Fund shall be fully restored to the Required
Reserve as rapidly as possible from the first available Net Revenues of the System in the System
Fund subject only to the priority of payments hereinabove prescribed in Section 14. Any amounts
on deposit in the Reserve Portion of the Bond Fund which is in excess of the Required Reserve
shall be transferred to the System Fund.
SECTION 16: Payment of Bonds. While any of the Bonds are outstanding, the proper
officers of the City are hereby authorized to transfer or cause to be transferred to the Paying
Agent/Registrar, from funds on deposit in the Bond Fund, including the Reserve Portion, if
necessary, amounts sufficient to fully pay and discharge promptly as each installment of interest
and principal of the Bonds accrues or matures or comes due by reason of redemption prior to
maturity; such transfer of funds to be made in such manner as will cause immediately available
funds to be deposited with the Paying Agent/Registrar for the Bonds at the close of the business
day next preceding the date of payment for the Bonds.
SECTION 17: Deficiencies in Funds. If in any month the City shall, for any reason, fail to
pay into the Bond Fund the full amounts above stipulated, amounts equivalent to such deficiencies
shall be set apart and paid Into said Fund from the first available and unallocated Net Revenues
of the System in the following month or months and such payments shall be In addition to the
amounts hereinabove provided to be otherwise paid into said Fund during such month or months.
SECTION 18: Excess Revenues. Any surplus Net Revenues of the System remaining
after all payments have been made into the Bond Fund and after all deficiencies in making
deposits to said Fund have been remedied, may be used for any other City purposes now or
hereafter permitted by law, including the use thereof for the retirement in advance of maturity of
the Bonds Similarly Secured by the purchase of any of such Bonds Similarly Secured on the open
market at not exceeding the market value thereof. Nothing herein, however, shall be construed
as impairing the right of the City to pay, in accordance with the provisions thereof, any junior lien
bonds legally issued and payable out of the Net Revenues of the System.
SECTION 19: Security of Funds. Moneys on deposit in the System Fund (except any
amounts as may be property invested) shall be secured in the manner and to the fullest extent
required by the laws of the State of Texas for the security of public funds. Moneys on deposit in
the Bond Fund shall be continuously secured by a valid pJedge of direct obligations of, or
obligations unconditionally guaranteed by the United States of America, having a par value, or
market value when less than par, exclusive of accrued interest, at all times at least equal to the
amount of money to be deposited in said Fund. All sums deposited in said Bond Fund shall be
held as a trust fund for the benefit of the holders of the Bonds Similarly Secured, the beneficial
interest in which shall be regarded as existing in such holders. To the extent that money in the
Reserve Portion ofthe Bond Fund is invested under the provisions of Section 20 hereof, securing
such money as provided otherwise in this section, is not required.
745669.1 -19-
SECTION 20: Investment of Reserve Portion of Bond Fund. The custodian bank shall,
when authorized by the City Council, invest the Reserve Portion of the Bond Fund in direct
obligations of, or obligations guaranteed by the United States of America, or invested in direct
obligations of the Federal Intermediate Credit Banks, Federal Land Banks, Federal National
Mortgage Association, Federal Home Loan Banks or Banks for Cooperatives, and which such
investment obligations must mature or be subject to redemption at the option of the holder, within
not to exceed five years from the date of making the investment. Such obligations shall be held
by the depository impressed with the same trust for the benefit of the bondholders as the Bond
Fund itself, and if at any time uninvested funds shall be insufficient to permit payment of principal
and interest maturities for the Bonds Similarly Secured, the said custodian bank shall sell on the
open market such amount of the securities as is required to pay said Bonds Similarly Secured and
interest when due and shall give notice thereof to the City. All moneys resulting from maturity of
principal and interest of the securities shall be reinvested or accumulated in the Reserve Portion
of the Bond Fund and considered a part thereof and used for and only for the purposes
hereinabove provided with respect to said Reserve Portion, provided that when the full amount
required to be accumulated in the Reserve Portion of the Bond Fund (being the amounts required
to be accumulated by the ordinances authorizing the Bonds Similarly Secured) is accumulated,
any interest increment may be used in the Bond Fund to reduce the payments that would
otherwise be required to pay the current debt service requirements on Bonds Similarly Secured.
Amounts on deposit in any of the Funds herein referred to and allocable to the Bonds or
Additional Bonds, if issued, shall be invested as provided in the Public Funds Investment Ad.
(V.T.C.A., Govemment Code, Chapter 2256) and in this Ordinance to the extent the investment
provisions of this Ordinance are consistent with such Ad..
SECTION 21: Issuance of Additional Paritv Bonds. In addition to the right to issue bonds
of inferior lien as authorized by the laws of the State of Texas, the City hereby reserves the right
to issue Additional Bonds which, when duly authorized and issued in compliance with the terms
and conditions hereinafter appearing, shall be on a parity with the Previously Issued Bonds and
the Bonds herein authorized, payable from and equally and ratably secured by a first lien on and
pledge of the Net Revenues of the System. The Additional Bonds may be issued in one or more
installments, provided, however, that none shall be issued unless and until the following conditions
have been met:
7.f5669.1
(a) The Mayor and Managing Director of Finance (who has assumed the
duties of City Treasurer) have certified that the City is not then in default as to any
covenant, condition or obligation prescribed by any ordinance authorizing the
issuance of Bonds Similarly Secured then outstanding, including showings that all
interest, sinking and reserve funds then provided for have been fully maintained
in accordance with the provisions of said ordinances;
(b) The applicable laws of the State of Texas in force at the time provide
permission and authority for the issuance of such bonds and have been fully
complied with;
-20-
(c) The City has secured from an independent Certified Public
Accountant his written report demonstrating that the Net Revenues of the System
were, during the last completed Fiscal Year, or during any consecutive twelve (12)
months period of the last fifteen (15) consecutive months prior to the month of
adoption of the ordinance authorizing the Additional Bonds, equal to at least one
and one-half (1-1/2) times the average annual principal and interest requirements
of all the bonds which will be secured by a first lien on and pledge of the Net
Revenues of the System and which will be outstanding upon the issuance of the
Additional Bonds; and further demonstrating that for the same period as is
employed in arriving at the aforementioned test said Net Revenues were equal to
at least one and one-fifth (1-1/5) times the maximum annual principal and interest
requirements of all such bonds as will be outstanding upon the issuance of the
Additional Bonds;
(d) The Additional Bonds are made to mature on April15 or October 15,
or both, in each of the years in which they are provided to mature;
(e) The Reserve Portion of the Bond Fund shall be accumulated and
.supplemented as necessary to maintain a sum which shall be not less than the
average annual principal and interest requirements of all bonds secured by a first
lien on and pledge of the Net Revenues of the System which will be outstanding
upon the issuance of any series of Additional Bonds. Accordingly, each ordinance
authorizing the issuance of any series of Additional Bonds shall provide for any
required increase in the Reserve Portion, and if supplementation is necessary to
meet all conditions of said Reserve Portion, said ordinances shall make provision
that same be supplemented by the required amounts in equal monthly installments
over a period of not to exceed sixty (60) calendar months from the dating of such
Additional Bonds.
When thus issued, such Additional Bonds may be secured by a pledge of the Net
Revenues of the System on a parity in all things with the pledge securing the issuance of the
Bonds and the Previously Issued Bonds.
SECTION 22: Maintenance and Operation -Insurance. The City hereby covenants and
agrees to maintain the System in good condition and operate the same in an efficient manner and
at reasonable cost. The City further agrees to maintain insurance for the benefit of the registered
owners of the Bonds of the kinds and in the amounts which are usually carried by private
companies operating similar properties, and that during such time all policies of insurance shall
be maintained in force and kept current as to premium payments. All moneys received from
losses under such insurance policies other than public liability policies are hereby pledged as
security for the Bonds Similarly Secured until and unless the proceeds thereof are paid out in
making good the loss or damage in respect of which such proceeds are received, either by
replacing the property destroyed or repairing the property damaged, and adequate provisions are
made within ninety (90) days after the date of the loss for making good such loss or damage. The
premiums for all insurance policies required under the provisions of this Section shall be
considered as maintenance and operation expenses of the System.
745669.1 -21-
--------
SECTION 23: Records-Accounts -Accounting Reports. The City hereby covenants and
agrees while any of the Bonds or any interest thereon remain outstanding and unpaid, it will keep
and maintain a proper and complete system of records and accounts pertaining to the operation
of the System separate and apart from all other records and accounts of the City in accordance
with generally accepted accounting principles prescribed for municipal corporations, and complete
and correct entries shall be made of all transactions relating to said System, as provided by
applicable law. The Holder of any Bonds, or any duly authorized agent or agents of such Holder,
shall have the right at all reasonable times to inspect all such records, accounts and data relating
thereto and to inspect the System and all properties comprising same. The City further agrees
that as soon as possible following the close of each Fiscal Year, it will cause an audit of such
books and accounts to be made by an independent firm of Certified Public Accountants. Each
such audit, in addition to whatever other matters may be thought proper by the Accountant, shall
particularly include the following:
(a) A detailed statement of the income and expenditures of the System
for such Fiscal Year;
(b) A balance sheet as of the end of such Fiscal Year;
(c) The Accountant's comments regarding the manner in which the City
has complied with the covenants and requirements of this Ordinance and his
recommendations for any changes or improvements in the operation, records and
accounts of the System;
(d) A list of the insurance policies in force at the end of the Fiscal Year
on the System properties, setting out as to each policy the amount thereof, the risk
covered, the name of the insurer, and the policy's expiration date;
(e) A list of the securities which have been on deposit as security for the
money in the Bond Fund throughout the Fiscal Year and a list of the securities, if
any, in which the Reserve Portion of the Bond Fund has been invested.
(f) The total number of metered and unmetered customers, if any,
connected with the System at the end of the Fiscal Year.
Expenses incurred in making the audits above referred to are to be regarded as
maintenance and operating expenses of the System and paid as such. Copies of the aforesaid
annual audit shall be immediately fumished to the Executive Director of the Municipal Advisory
Council of Texas at his office in Austin, Texas, and, upon written request, to the original
purchasers and any subsequent Holders of the Bonds.
SECTION 24: Remedies in Event of Default. In addition to all the rights and remedies
provided by the laws of the State of Texas, the City covenants and agrees particularly that in the
event the City (a) defaults in payments to be made to the Bond Fund as required by this
Ordinance or (b) defaults in the observance or performance of any other of the covenants,
conditions or obligations set forth in this Ordinance, with the consent of the Holders of any of the
7.(5669.1 -22-
Bonds shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling
and requiring the City Council and other officers of the City to observe and perform any covenant,
condition or obligation prescribed in this Ordinance.
No delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power, or shall be construed to be a waiver of any such default or acquiescence
therein, and every such right or power may be exercised from time to time and as often as may
be deemed expedient. The specific remedies herein provided shall be cumulative of all other
existing remedies and the specifications of such remedies shall not be deemed to be exclusive.
745669.1
SECTION 25: Special Covenants. The City hereby further covenants as follows:
(a) It has the lawful power to pledge the revenues supporting this issue
of Bonds and has lawfully exercised said power under the Constitution and laws
of the State of Texas, including Articles 717k, 1111 et seq. and 2368a, Tex. Rev.
Civ. Stat.; that the Previously Issued Bonds, the Bonds and the Additional Bonds,
when issued, shall be ratably secured under said pledge of income in such manner
that one bond shall have no preference over any other bond of said issues.
(b) Other than for the payment of the Previously Issued Bonds and the
Bonds, the Net Revenues of the System have not been pledged to the payment of
any debt or obligation of the City or of the System.
(c) While any of the Bonds or any interest thereon remain outstanding,
the City will not sell, lease or encumber the System or any substantial part thereof;
provided, however, this covenant shall not be construed to prohibit the sale of such
machinery, or other properties or equipment which has become obsolete or
otherwise unsuited to the efficient operation of the System when other property of
equal value has been substituted therefor, and, also, with the exception of the
Additional Bonds expressly permitted by this Ordinance to be issued, it will not
encumber the Net Revenues of the System unless such encumbrance is made
junior and subordinate to all of the provisions of this Ordinance. In the event the
City sells the System, the City will use proceeds of such sale to provide for final
payment of the Bonds, the Previously Issued Bonds, and any Additional Bonds.
(d) The City will cause to be rendered monthly to each customer
receiving electric services a statement therefor and will not accept payment of less
than all of any statement so rendered, using its power under existing ordinances
and under all such ordinances to become effective in the future to enforce
payment, to withhold service from such delinquent customers and to enforce and
authorize reconnection charges.
(e) The City will faithfully and punctually perform all duties with respect
to the System required by the Constitution and laws of the State of Texas,
including the making and collecting of reasonable and sufficient rates for services
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supplied by the System, and the segregation and application of the revenues of the
System as required by the provisions of this Ordinance.
(f) No free service shall be provided by the System and to the extent
the City or its departments or agencies utilize the services provided by the System,
payment shall be made therefor at rates charged to others for similar service.
SECTION 26: Special Obligations. The Bonds are special obligations of the City payable
from the pledged Net Revenues of the System and the Holders shall never have the right to
demand payment thereof out of funds raised or to be raised by taxation.
SECTION 27: Ordinance to Constitute Contract. The provisions of the Ordinance shall
constitute a contract between the City and the Holder or Holders from time to time of the Bonds
and no change, variation or alteration of any kind of the provisions of the Ordinance may be made,
except as permitted in this Section. The City may, without the consent of or notice to any Holder
or Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental
to the interests of the Holders and, with the consent of Holder or Holders holding a majority in
aggregate principal amount of the Bonds then Outstanding affected thereby, the City may amend,
add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of
all Holders of Outstanding Bonds, 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 Bonds, reduce
the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in
any other way modify the terms of payment of the principal of, premium, if any, or interest on the
Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate
principal amount of Bonds required for consent to any such amendment, addition or rescission.
SECTION 28: Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section, the following tem'ls shall have the following
meanings:
745669.1
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
•code• means the lntemal 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 Bonds.
-24-
•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 Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
•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 Bonds.
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 Bonds 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 Bond to
become includable in the gross income, as defined in section 61 of the Code, ofthe 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 federal income tax of the interest on any Bond, 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 Bonds:
745669.1
(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 Bonds Oncluding property financed with Gross
Proceeds of the Refunded Obligations), and not use or permit the use of such
Gross Proceeds Oncluding all contractual arrangements with terms different than
those applicable to the general public) or any property acquired, constructed or
-25-
improved with such Gross Proceeds in any activity carried on by any person or
entity Oncluding 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
Bonds Oncluding property financed with Gross Proceeds of the Refunded
Obligations) 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 Bonds 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
persor.a 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 Bonds 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 Bonds.
(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 Bonds to be federally guaranteed within the meaning of section 149(b) of
the Code and the Regulations and rulings thereunder.
(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:
745669.1 -26-
(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 Bond is discharged. However, to the extent permitted by law, the
City may commingle Gross Proceeds of the Bonds 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
Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds 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 Bond 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 Bonds 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-Tor 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 prior to the earlier
of the Stated Maturity or final payment of the Bonds, 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 Joss than would have resulted if the
745669.1 -27-
transaction had been at arm's length and had the Yield of the Bonds not been relevant to either
party.
0> Elections. The City hereby directs and authorizes the Mayor, City Manager, City
Secretary, and Managing Director of Finance, either or any combination of them, 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 Bonds, in the Certificate as to Tax Exemption or
similar or other appropriate certificate, form or document.
(k) Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the Bonds
were issued, the City reasonably expected to spend at least 85% of the spendable proceeds of
such bonds within three years after such bonds were issued and (2) not more than 50% of the
proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose Investments
having a substantially guaranteed Yield for a period of 4 years or more.
(I) Qualified Advance Refunding. The Bonds are issued exclusively to refund the
Refunded Obligations, and the Bonds will be issued more than 90 days before the redemption of
the Refunded Obligations. The City represents as follows:
745669.1
(a) The Bonds are the second advance refunding of the original bonds
refunded by the Series 1991-B Refunded Obligations and the first advance
refunding of the Series 1991 Refunded Obligations, within the meaning of section
149(d)(3) of the Code.
(b) The Refunded Obligations are being called for redemption, and will be
redeemed not later than the earliest date on which such bonds may be redeemed.
(c) The initial temporary period under section 148(c) of the Code will end:
(i) with respect to the proceeds of the Bonds not later than 30 days after the date
of issue of such Bonds; and (ii) with respect to proceeds of the Refunded
Obligations on the Closing Date if not ended prior thereto.
(d) On and after the date of issue of the Bonds, no proceeds of the
Refunded Obligations will be invested in Nonpurpose Investments having a Yield
in excess of the Yield on such Refunded Obligations.
(e) The Bonds are being issued for the purposes stated in the preamble of
this Ordinance. There is a present value savings associated with the refunding.
In the issuance of the Bonds the City has neither: 0) overburdened the tax-exempt
bond market by issuing more bonds, issuing bonds earlier or allowing bonds to
remain outstanding longer than reasonably necessary to accomplish the
governmental purposes for which the Bonds were issued; (ii) employed on "abusive
arbitrage device" within the meaning of Section 1.148-10(a) of the Regulations; nor
(iii) employed a "device" to obtain a material financial advantage based on
arbitrage, within the meaning of section 149(d)(4) of the Code, apart from savings
-28-
attributable to lower interest rates and reduced debt service payments in early
years.
SECTION 29: Satisfaction of Obligation of Citv. 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 interest on
the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of the Net
Revenues of the System under this Ordinance and all other obligations of the City to the Holders
shall thereupon cease, terminate, and become void and be discharged and satisfied.
Bonds or any principal amount(s) thereof 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 Bonds or the principal amount(s) thereof at maturity or to the redemption date therefor,
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 Obligations shall
have been irrevocably deposited in trust with the Paying Agent/ Registrar, or an authorized escrow
agent, which Government Obligations 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 Bonds, or the principal amount(s) thereof,
on and prior to the Stated Maturity thereof or Of 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 Obligations will be made under this Section and no use made of any such deposit
which would cause the Bonds 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, or an authorized escrow agent,
and all income from Government Obligations 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
Bonds, 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 Bonds and remaining unclaimed for a period of four (4) years after the Stated
Maturity, or applicable redemption date, of the Bonds 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 30: Notices to Holders-Waiver. 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 as it appears in the Security Register.
745669.1 -29-
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 Bonds. 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 31: Mutilated -Destroyed -Lost and Stolen Bonds. .In case any Bond shall
be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like fonn and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, 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 Bond, 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 Bond shall be bome by the Holder of the Bond mutilated,
or destroyed, lost or stolen ..
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the
mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding
Bonds.
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 Bonds.
SECTION 32: Cancellation. All Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, 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 Bonds previously certified
or registered and delivered which the City may have acquired in any manner whatsoever, and all
Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds
held by the Paying Agent/Registrar shall be disposed of as directed by the City.
SECTION 33: Sale of Bonds-Official Statement Approval. The Bonds authorized by this
Ordinance are hereby sold by the City to Prudential Securities Incorporated, Dain Rauscher
Incorporated, A. G. Edwards & Sons, Inc. and Estrada Hinojosa & Company, Inc. (herein referred
to as the "Purchasers") in accordance with the Purchase Contract, dated January 28, 1999,
attached hereto as Exhibit 8 and incorporated herein by reference as a part of this Ordinance for
7<15669.1 -30-
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 in the Purchase Contract
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 Bonds 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, Mayor ProTem, City Secretary, City
Manager, First Assistant City Manager, or Managing Director of Finance, 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 January 28, 1999, in the
reoffering, sale and delivery of the Bonds 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 34: Special Escrow Agreement Approval and Execution. The "Special Escrow
Agreement" (the "Agreement") by and between the City and Norwest Bank Texas, National
Association (the "Escrow Agent"), attached hereto as Exhibit C and incorporated herein by
reference as a part of this Ordinance for all purposes, is hereby approved as to form and content,
and such Agreement in substantially the form and substance attached hereto, together with such
changes or revisions as may be necessary to accomplish the· refunding or benefit the City, is
hereby authorized to be executed by the Mayor and City Secretary for and on behalf of the City
and as the act and deed of this City Council; and such Agreement as executed by said officials
shall be deemed approved by the City Council and constitute the Agreement herein approved.
Furthermore, appropriate officials of the City in cooperation with the Escrow Agent are
hereby authorized and directed to make the necessary arrangements for the purchase of the
Federal Securities referenced in the Agreement and the delivery thereof to the Escrow Agent on
the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "SPECIAL 1999
CITY OF LUBBOCK, TEXAS, REVENUE REFUNDING BOND ESCROW FUND" (the "Escrow
Fund'1; all as contemplated and provided in Article 717k, V.A.T.C.S., as amended, this Ordinance
and the Agreement
SECTION 35: Approval and Registration of Bonds. The Mayor of said City is hereby
authorized to have control of the Bonds, including the Initial Bonds, and all necessary records and
proceedings pertaining to said Bonds pending their delivery and their investigation, examination
and approval by the Attorney General of the State of Texas. Upon registration of the Initial Bonds,
said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller)
shall manually sign the Comptroller's Registration Certificate prescribed herein to be printed and
endorsed on the Initial Bonds, and the seal of said Comptroller shall be impressed, or printed, or
lithographed on said Initial Bonds.
7.C5669.1 -51-
In addition, the Mayor, Mayor Pro Tern, City Secretary, City Manager, First Assistant City
Manager, or Managing Director of Finance, any one or more of said officials, are hereby
authorized and directed to furnish and execute such documents and certifications relating to the
City and the issuance of the Bonds, including a certification as to facts, estimates, circumstances
and reasonable expectations pertaining to the use and expenditure and investment of the
proceeds of the Bonds as may be necessary for the approval of the Attorney General, registration
by the Comptroller of Public Accounts and delivery of the Bonds to the purchasers thereof and,
together with the City's financial advisor, bond counsel and the Paying Agent/ Registrar, make the
necessary arrangements for the delivery of the Initial Bonds to the purchasers.
SECTION 36: Proceeds of Sale. Immediately following the delivery of the Bonds, the
proceeds of sale thereof (less certain costs of Issuance, the accrued interest received from the
Purchasers of the Bonds and the amounts to be deposited to the construction fund) shall be
deposited with the Escrow Agent for application and disbursement in accordance with the
provisions of the Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow
Agent for the refunding of the Refunded Obligations shall be disbursed and deposited for payment
of costs of issuance, deposited in the construction fund and deposited in the Bond Fund all in
accordance with written instructions from the City. Pending expenditure for authorized projects and
purposes, such proceeds of sale deposited in the construction fund may be invested in authorized
investments and, subject to the provisions of Section 28(h) hereof, any investment earnings
realized shall be expended for such authorized projects and purposes or deposited in the Bond
Fund as shall be determined by the City Council.
SECTION 37: Redemption of Refunded Obligations. (a) The bonds of that series known
as "City of Lubbock, Texas, Electric Light and Power System Revenue Bonds, Series 1991 ", dated
May 15, 1991, maturing in the years 2002 through 2011, and aggregating in principal amount
$3,750,000, shall be redeemed and the same are hereby called for redemption on April15, 2001,
at the price of par and accrued interest to the date of redemption. The City Secretary is hereby
authorized and directed to file a copy of this Ordinance, together with a suggested form of notice
of redemption to be sent to bondholders, with Norwest Bank Texas, National Association, in
accordance with the redemption provisions applicable to such bonds; such suggested form of
notice of redemption being attached hereto as Exhibit D and incorporated herein by reference as
a part of this Ordinance for all purposes.
(b) The bonds of that series known as "City of Lubbock, Texas, Electric Light and Power
System Revenue Refunding Bonds, Series 1991-B", dated July 15, 1991, maturing in the years
2001 through 2004, and aggregating in principal amount $1,950,000, shall be redeemed and the
same are hereby called for redemption on April 15, 2000, at the price of par and accrued interest
to the date of redemption. The City Secretary is hereby authorized and directed to file a copy of
this Ordinance, together with a suggested form of notice of redemption to be sent to bondholders,
with Norwest Bank Texas, National Association, in accordance with the redemption provisions
applicable to such bonds; such suggested form of notice of redemption being attached hereto as
Exhibit E and incorporated herein by reference as a part of this Ordinance for all purposes.
745669.1 -32-
The redemption of the obligations described above being associated with the advance
refunding of such obligations, the approval, authorization and arrangements herein given and
provided for the redemption of such obligations on the redemption dates designated therefor and
in the manner provided shall be irrevocable upon the issuance and delivery of the Bonds; and the
City Secretary is hereby authorized and directed to make all arrangements necessary to notify the
holders of such obligations of the City's decision to redeem such obligations on the dates and in
the manner herein provided and in accordance with the ordinances authorizing the issuance of
the obligations and this Ordinance.
SECTION 38: Legal Opinion. The obligation of the Purchasers to accept delivery of the
Bonds is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Attorneys,
Dallas, Texas, approving such Bonds as to their validity, said opinion to be dated and delivered
as of the date of delivery and payment for such Bonds. A true and correct reproduction of said
opinion is hereby authorized to be printed on the definitive Bonds or an executed counterpart
thereof shall accompany the global Bonds deposited with the Depository Trust Company.
SECTION 39: CUSIP Numbers. CUSIP numbers may be printed on the Bonds. It is
expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall
be of no significance or effect as regards the legality thereof and neither the City nor the attorneys
approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly
printed on the Bonds.
SECTION 40: Benefits of Ordinance. Nothing 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 ofthe City, the Paying Agent/Registrar,
and the Holders.
SECTION 41: 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 42: 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 43: 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 this governing body hereby
declares that this Ordinance would have been enacted without such invalid provision.
SECTION 44: 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.
745669.1 -33-
"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.
"S/0' 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 Reports. 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, 1999) financial information and operating data with respect to the City of the
general type included in the final Official Statement approved by Section 34 of this Ordinance,
being the information described in Exhibit F hereto. Financial statements to be provided shall be
(1) prepared in accordance with the accounting principles described in Exhibit F 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.
(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 Bonds, if such
event is material within the meaning of the federal securities Jaws:
Bonds;
745669.1
1.
2.
3.
4.
5.
6.
7.
Principal and interest payment delinquencies;
Non-payment related defaults;
Unscheduled draws on debt service reserves reflecting financial difficulties;
Unscheduled draws on credit enhancements reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
Adverse tax opinions or events affecting the tax-exempt status of the
Modifications to rights of holders of the Bonds;
-34-
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds;
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) Umitations, 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 Bonds within the meaning of the Rule, except that the City
in any event will give the notice required by subsection (c) hereof of any Bond 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 Bonds, 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 Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND 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.
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 Bonds
746669.1 -35-
in the primary offering of the Bonds in compliance with the Rule, taking into account any
amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and {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 Bonds 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
Bonds. 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 Bonds from lawfully purchasing or selling Bonds in such offering. If the City so amends the
provisions of this Section, it shall include with any amended financial information or operating data
filed with each NRMSIR and SID pursuant to subsection (b) of this Section 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 45: Insurance. The Bonds have been sold with the principal of and interest
thereon being insured by AMBAC Indemnity Corporation (hereinafter called "AMBAC'1 pursuant
to a Municipal Bond Insurance Policy. In accordance with the terms and conditions applicable to
insurance provided by AMBAC, the City covenants and agrees that, in the event the principal and
interest due on the Bonds shall be paid by AMBAC pursuant to the policy referred to this Section,
the assignment ·and pledge of all funds and all covenants, agreements and other obligations of
the City to the Holders shall continue to exist and AMBAC shall be subrogated to the rights of such
Holders; and furthermore, the City covenants and agrees that:
745669.1
(a) Consent of AMBAC where Holder Consent Required. AMBAC
shall be deemed to be the holder of the Bonds insured by AMBAC at all times for
the purpose of the execution and delivery of any amendment, change or
modification of this Ordinance or the initiation by Holders of any action to be taken
under this Ordinance at the Holder's request, which under this Ordinance (or under
such underlying documents requires the written approval or consent of or can be
initiated by the Holders of a majority {50% percent) in aggregate principal amount
of the Bonds at the time Outstanding.
{b) Defeasance. In the event that the principal and redemption price,
if applicable, and interest due on the Bonds shall be paid by AMBAC pursuant to
the policy referred to in this Section, all covenants, agreements and other
obligations of the City to the Holders shall continue to exist and AMBAC shall be
subrogated to the rights of such Holders.
{c) Notices to be Given to AMBAC. While the Municipal Bond Guaranty
Insurance Policy is in effect, the City shall fumish to AMBAC:
-36-
745669.1
(1) as soon as practicable after the filing thereof, a copy of
any financial statement of the City and a copy of any audit and
annual report of the City;
(2) a copy of any notice to be given to the registered owners
of the Bonds, including, without limitation, notice of any redemption
or defeasance of Bonds, and any certificate rendered pursuant to
this Ordinance relating to the security for the Bonds; and
(3) such additional information as it may reasonably
request.
The City will permit AMBAC to discuss the affairs, finances and accounts
of the City, or any information AMBAC may reasonably request regarding the
security for the Bonds with appropriate officers of the City. The City will permit
AMBAC to have access to and make copies of all books and records relating to the
Bonds at any reasonable time.
(d) Consent of AMBAC. Any provision of this Ordinance expressly
recognizing or granting rights in or to AM SAC may not be amended in any manner
which affects the rights of AMBAC hereunder without the prior written consent of
AMBAC. Furthermore, anything in this Ordinance to the contrary notwithstanding,
upon the occurrence and continuance of an event of default, AMBAC shall be
entitled to control and direct the enforcement of all rights and remedies granted to
the Holders of the Bonds for the benefit of such Holders.
(e) Conceming the Bond Insurance Policy. As long as insurance for the
Bonds shall be in full force and effect, the City agrees to comply with the following
provisions:
(1) if five (5) days prior to an interest payment date for the
Bonds the City determines that there will be insufficient funds in the
Bond Fund to pay the principal of or interest on the Bonds on such
interest payment date, the City shall so notify AMBAC. Such notice
shall specify the amount of the anticipated deficiency, the Bonds to
which such deficiency is applicable and whether such Bonds will be
deficient as to principal or interest, or both.
(2) the City shall, after giving notice to AMBAC as provided
in (1) above, make available to AMBAC and the United States Trust
Company of New York, as insurance trustee for AMBAC, the
registration books of the City maintained by the Paying
Agent/Registrar, and all records relating to the funds and accounts
maintained under this Ordinance.
-37-
745669.1
(3) the City shall cause the Paying Agent/Registrar to
provide AMBAC and the United States Trust Company of New York
with a list of registered owners of Bonds entitled to receive principal
or interest payments from AMBAC under the terms of the Municipal
Bond Insurance Policy, and shall cause the Paying Agent/Registrar
to make arrangements with United States Trust Company of New
York (i) to mail checks or drafts to the registered owners of Bonds
entitled to receive full or partial interest payments from AMBAC, and
(ii) to pay principal upon Bonds surrendered to United States Trust
Company of New York by the registered owners of Bonds entitled
to receive full or partial principal payments from AMBAC.
(4) the City shall cause the Paying Agent/Registrar to notify,
at the time it provides notice to AMBAC pursuant to (1) above, the
registered owners of Bonds entitled to receive the payment of
principal or interest thereon from AMBAC (i) as to the fact of such
entitlement, (ii) that AMBAC will remit to them all or a part of the
interest payments next coming due, (iii) that should they be entitled
to receive full payment of principal from AMBAC they must tender
their Bonds (along with a form of transfer of title thereto) for
payment to United States Trust Company of New York, as
insurance trustee for AMBAC, and not the Paying Agent/ Registrar,
and (iv) that should they be entitled to receive partial payment of
principal from AMBAC they must tender their Bonds for payment
thereon first to the Paying Agent/Registrar, who shall note on such
Bonds the portion of the principal paid by the Paying
Agent/Registrar, and then, along with a form of transfer of title
thereto, to AMBAC, which will then pay the unpaid portion of
principal.
(5) AMBAC shall, to the extent it makes a payment of
principal of or interest on Bonds, become subrogated to the rights
of the recipients of such payments in accordance with the terms of
the Municipal Bond Insurance Policy, and to evidence such
subrogation (i) in the case of subrogation as to claims for past due
interest, the City shall cause the Paying Agent/Registrar to note
AMBAC's rights as subrogee on the registration books of the City
maintained by the Paying Agent/Registrar upon receipt from
AMBAC of proof of the payment of interest thereon to the registered
owners of the Bonds, and (ii) in the case of subrogation as to claims
for past due principal, the City shall cause the Paying
Agent/Registrar to note AMBAC's rights as subrogee on the
registration books of the City maintained by the Paying Agent/
Registrar upon surrender of the Bonds by the registered owners
thereof together with proof of the payment of principal thereof. ·
-38-
SECTION 46: 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.
SECTION 47: 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 APPROVED ON FIRST READING the 14th day of January, 1999.
PASSED AND APPROVED ON SECOND AND FINAL READING, this the 28th day of
January, 1999.
ATTEST:
(City Seal)
745669.1
CITY OF LUBBOCK, TEXAS 014. 4L ~c
-39-
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of January 28, 1999 (this "Agreement"), by and
between the City of Lubbock, Texas (the "lssuer'1, and Chase Bank of Texas, National
Association, 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 execution and delivery
of its "City of Lubbock, Texas, Electric Light and Power System Revenue Refunding and
Improvement Bonds, Series 1999" (the "Securities'1, dated January 15, 1999, and such
Securities are to be delivered to the initial purchasers on or about March 4, 1999; and
WHEREAS, the Issuer has selected the Bank 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
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
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.
751905.1
•,
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 for the first year of this Agreement and thereafter the fees and amounts
set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar
for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close
of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal
Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any
of the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
751905.1
"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 offices of the Bank located at the address
appearing on page 10 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, First Assistant City Manager,
Managing Director of Finance 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.
-2--
EXIDBIT A
"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,
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 lssuerthe principal of each Security at its Stated Maturity, Redemption Date,
or Acceleration Date, to the Holder upon surrender of the Security to the Bank Office.
751905.1 -3-
£XIDBIT A ·~
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 Oates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities at the dates specified in the Bond Resolution.
ARTICLE FOUR
REGISTRAR
Section 4.01. Securitv 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.
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
751905.1 -4-
EXHIBIT A
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
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 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 Cancelfed 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 31 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
751905.1 -5-
EXHIBIT A ~
ex~enses 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.
(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.
761906.1 -6-
EXHIBIT A
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attomeys 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 ovm 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
Security and remaining unclaimed for four 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. Interpleader. 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
751906.1 -7-
EXBIBIT A
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 fife a Bill of Interpleader in any court of competent
jurisdiction to detennine 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", effective
December 12, 1994, 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
calfs.
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 pennitted 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 10.
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
Section 6.06. Severabilitv. 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.
751905.1 -8-
EXHIBIT A
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 6.1 0. 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.
751906.1 -9-
EXHIBIT 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
751905.1
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
BY ________________________ ___
Title:
Mailing Address:
Corporate Trust Department
P. 0. Box550
Austin, Texas 78789
Delivery Address:
Corporate Trust Department
700 Lavaca, 5th Floor
Austin, Texas 78701
Designated Payment/Transfer Office:
Mailing Address:
Corporate Trust Department
P. 0. Box 660197
Dallas, Texas 75266-0197
Delivery Address:
Corporate Trust Department
2200 Ross Avenue, 5th Floor
Dallas, Texas 75201
CITY OF LUBBOCK, TEXAS
BY ________________________ _
Mayor
Address: P. 0. Box 2000
Lubbock, Texas 79457
-10-
~ITA
$14,975,000
CI'IY OF LUBBOCK, TEXAS
Electric Light and Power System
Revenue Refunding and Improvement Bonds,
Series 1999
PURCHASE CONTRACT
January 28, 1999
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:
EXHIBIT B
Prudential Securities Incorporated (the "Authorized Representative"), Dain Rauscher
Incorporated, A. G. Edwards & Sons, Inc. and Estrada Hinojosa & Company, 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
9:00p.m. Central Time on January 28, 1999.
1. Purchase and Sale of the Bonds. Upon the tenns 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
$14,975,000 principal amount of City ofLubbock, Texas Electric Light and Power System Revenue
Refunding and Improvement Bonds, Series 1999 (the "Bonds"). The.Bonds shall have the maturities,
interest rates and be subject to redemption in accordance with the provisionsofExhibit A hereto and
shall be issued and secured under the provisions of the Ordinance (as defined below). The purchase
price for the Bonds shall be $14,889,954.37 (representing the principal amount of the Bonds, less an
Underwriters' discount on the Bonds of$91,533.38, plus aggregate original issue premium on the
Bonds of$10,350.45, less an aggregate original issue discount on the Bonds of$3,862.70), and plus
accrued interest in the amount of$32,575.81.
Prudential Securities, Incorporated 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 Bonds shall be as described in and shall be issued and secured under
the provisions of the Ordinance authorizing the issuance and sale of the Bonds adopted by the City
on January 28, 1999 (the "Ordinance"). The Bonds 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 Bonds to the Underwriters, and of the obligations of the Underwriters to purchase and
accept delivery of the Bonds, that the entire principal amount of the Bonds 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 Bonds, at not
in excess of the initial public offering prices, as set forth in the Official Statement; provided however
at least ten percent ( 1 00/o) of the principal amount of the Bonds of eaclr 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$149,750. 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 Bonds at the Closing.
Concurrently with the payment by the Underwriters of the purchase price of the Bonds, 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 Bonds 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 Bonds, 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 permitted 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 Bonds at the Closing as herein p~ovided, 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 January 28, 1999, with respect to the Bonds, as further
amended only in the manner herein provided, is hereinafter called the "Official Statement." The City
hereby authorizes the Escrow Agreement, hereinafter defined, the Ordinance and the Official
Statement and the information therein contained to be used by the Underwriters in connection with
2
EXH181T B
the public offering and sale of the Bonds. The City confirms its consent to the use by the
Underwriters prior to the date hereof of the Preliminary Official Statement, relative to the Bonds,
dated January 6, 1999 (the "Preliminary Official Statement"), in connection 'With the preliminary
public offering and sale of the Bonds, and it is "deemed final" as of its date, 'Within the meaning, and
for the purposes, ofRule 1 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 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 ofthis 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
Bonds 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 it: 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 Issuer has not failed
to comply 'With any undertaking specified in paragraph (b X SXi) 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 and the Escrow Agreement pertaining to the Bonds between the
City and the Escrow Agent named therein (the "Escrow Agreement"), to adopt the
Ordinance, to sell the Bonds, and to issue and deliver the Bonds to the Underwriters as
provided herein and to carry out and consummate all other transactions contemplated by the
Ordinance, the Escrow Agreement 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 ot: and the performance by the City of the obligations contained in the
Bonds, the Escrow Agreement and this Purchase Contract and has duly authorized and
3
EXHIBIT B
approved the performance by the City of its obligations contained in the Ordinance, the
Escrow Agreement 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 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 the Escrow Agreement and this Purchase Contract by the City and
the execution and delivery oftheBondsmd the adoption of the Ordinance by the City and
compliance with the provisions of each.thereof.wiU 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 seD and deliver the Bonds 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;
(t) 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 revenues of the City's
Electric Light and Power System (the "System"), 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 ofthe Bonds, the levy, collection or application ofthe.revenues of the
System pledged or to be pledged to pay the principal of and interest on the Bonds, or in any
way contesting or affecting the issuance, execution, delivery, payment, security or validity of
the Bonds, or in any way contesting or affecting the validity or enforceability of the
Ordinance, the Escrow Agreement, or this Purchase Contract, or contesting the powers of
the City, or any authority for the Bonds, the Ordinance, the Escrow Agreement, or this
Purchase Contract or contesting in any way the completeness, accuracy or fairness of the
Preliminary Official Statement or the Official Statement;
4
EXHIBIT B
(h) The City will cooperate with the Underwriters in arranging for the qualification
of the Bonds 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 Bonds;
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 Bonds, the Escrow Agreement and the Ordinance
contained in the Official Statement accurately summarize certain provisions of such
instruments, and the Bonds, when validly executed, authenticated and delivered in accordance
with the Ordinance and sold to the Undeswriters 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;
(j) 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 C-ity 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 fonn 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;
(I) Any eertificate 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 Bonds to be applied in a
manner other than as provided in the Ordinance and the Escrow Agreement or that would
cause the interest ofthe Bonds to be includable in gross income of the holders thereof for
federal income tax purposes.
7. Oosing. At 10:00 A.M., Central Time, on March 4, 1999 (the "Closing"), the City will
deliver the initial Bonds (as defined in the Ordinance) to the Underwriters and the City shall take
appropriate steps to provide DTC with one definite securities certificate for each year of maturity of
the Bonds, 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
s
EXHIBfT q.
j
Company ("DTC") for the Bonds 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 Bonds as set forth in Paragraph l hereof in immediately available funds. Concurrently
with such payment by the 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
ofFulbright & Jaworski L.L.P., 2200 Ross Avenue, Suite 2800, Dallas, Texas 75201, 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 ofthe date hereof and as ofthe date ofClosing. Accordingly, the
Underwriters' obligations under this Purchase Contract to purchase and pay for the Bonds 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 and the Escrow Agreement shall
be in full force and effect, and the Ordinance and the Escrow Agreement 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 Bonds 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) The City will purchase or cause to be purchased the Federal Securities (as
defined in the Official Statement) as may be necessary to effect the refunding of the City's
outstanding obligations as contemplated by the Escrow Agreement;
(f) At or prior to the Closing, the Underwriters shall have received each of the
following documents:
(I) The Official Statement of the City, executed on behalfofthe City by
the Mayor and City Secretary;
6
EXH181T 8
(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 "Continuing Disclosure oflnformation" in the Preliminary
Official Statement;
(3) The opinion, dated the date of Closing, ofFulbright & 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 Bonds 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 finn has reviewed the information in the Official Statement under
the captions or subcaptions "Plan of Financing," "The Bonds" (exclusive of the
information under the subcaptions "Book-Entry Only System" and "Bondholders
Remedies"), "Selected Provisions of the Bond Ordinance," "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 thereof) and "Legal Investments and Eligibility to Secure Public
Funds in Texas" and such finn is of the opinion that such descriptions present a fair
and accurate summary of the provisions ofthe laws and instruments therein described
and, with respect to the Bonds, such information conforms to the Ordinance; and (c)
the Bonds 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 193 9, 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 Bonds 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 Bonds to the public to register the Bonds 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
7
EXH181T q
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) A certificate, dated the date of Closing, signed by the City Manager
and the Director of Financial Services 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 Bonds, or the levy, collection or application of the ad
valorem. taxes pledged or to be pledged to pay the principal of and interest on the
Bonds, or the pledge thereof, or in any way contesting or affecting the validity of the
Bonds, the Ordinance, the Escrow Agreement, or this Purchase Contract, or
contesting the powers of the City or the authorization of the Bonds 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 plaintiff's 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, 1998, 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 ofExhibit B hereto;
(9) A certificate, dated the date ofthe 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 Bonds, it is not expected that the proceeds of the
Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds
within the meaning of Se~ion 148 of the Internal Revenue Code of 1986, as
amended;
(10) A copy of a special report prepared by Grant Thornton LLP with
respect to the Bonds addressed to the City, Bond Counsel, Underwriters' Counsel and
the Underwriters verifying· the· arithmetical a>mputations of the adequacy of the
maturing principal and interest on the Federal Securities. and uninvested cash on hand
under the Escrow Agreement to pay, when due, the principal of and· interest on the
bonds being refunded and the computation of the yield with respect to such Federal
Securities and the Bonds;
8
EXHIBIT B •·
(11) Evidence of the rating on the Bonds, which shall be" Aaa" by Moodys
Investors Service, Inc. {"Moody's"), "AAA" by Standard and Poor's Corporation, a
division of the McGraw-Hill Companies, Inc. ("S&P"), and "AAA" by Fitch ffiCA,
Inc., shall be delivered in a form acceptable to the Underwriters;
{12) A copy of the policy of municipal bond insurance policy issued by
AMBAC Assurance Corporation with respect to the Bonds; and
( 13) Such additional legal opinions, 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
performance 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 Bonds 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 Bonds 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 terminate its 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 m 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 Bonds or upon income of the general character to
be derived by the City, other than any. imposition of federal income taxes upon interest
9
EXH1B1T 9
received on obligations of the general character as the Bonds 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 ofthe general character ofthe Bonds.
(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 193 3,
as amended, or qualification of any indenture under the Trust Indenture Act of 193 9, as
amended, in connection with the public offering of the Bonds, 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 ofthe State ofTexas 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 (including the
Bonds) or the interest thereon, that in the judgment of the Authorized Representative would
materially affect the market price of the Bonds.
(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 or not
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
Bonds.
(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 Bonds.
(f) A general banking moratorium shall have been declared by authorities of the
United States, the State ofNew York or the State of Texas.
(g) A lowering of the ratings of" Aaa," "AAA" and "AAA", initially assigned to
the Bonds by Moody's, S&P and Fitch, respectively, shall occur prior to the Closing.
10. Expenses. (a) The City shall payout of the bond proceeds all expenses incident to the
issuance of the Bonds, 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 Bonds; (iii) the fees and expenses ofBond 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 including the fee of the Grant Thornton LLP for the preparation of the
10
EXHIBIT B
verification report relating to the refunding; (v) the premium for the policy of municipal bond
insurance pertaining to the Bonds; and (vi) fees for the bond ratings and any travel or other expenses
incurred incident thereto.
(b) The Underwriters shall pay (i) all advertising expenses in connection with the offering
of the Bonds; (ii) the cost of the preparation and printing of all the underwriting documents; and (iii)
the fee ofMcCall, Parkhurst & Horton L.L.P. for such firm's opinion required by Paragraph 8(f)(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 Prudential Securities Incorporated, One
New York Plaza, 141h Floor, New York, New York 10292-2014, Attention: Christine D. Costigan.
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 Bonds 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. SeverabDity. 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.
1 S. 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.
11
EXHIBIT B
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 Undenvriten. 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 Bonds.
I 8. Effective Date. This Purchase Contract shall become effective upon the execution
of the acceptance hereofby the Mayor of the City and shall be valid and enforceable as of the time
of such acceptance.
Accepted:
This 28th day of January, 1999
Very truly yours,
Prudential Securities Incorporated Dam ~uscher lncorpor;ate4_ ·
A. G. Edwards & Sons, Inc.
Estrada Hinojosa & Company, Inc.
By: Prudential Securities Incorporated
Authorized Representative
By: ----------------------------Title: Director
By: __________________________________ __
Mayor
City of Lubbock, Texas
Attest:
City Secretary
City of Lubbock, Texas
12
EXH,BIT B
EXHIBIT A
Schedule of Maturities, Interest Rates, Yields and Redemption Provisions
City of Lubbock, Tens Electric Light and Power System
Revenue Refunding and Improvement Bonds, Series 1999
Maturi!)' Principal Interest Rate Yield (2/15} Amount (%) (%)
1999 $ 150,000 3.10 3.10
2000 530,000 3.20 3.20
2001 1,045,000 3.50 3.50
2002 1,385,000 3.65 3.63
2003 1,355,000 ·-3.75 ... 3.78
2004 1,325,000 3.85 3.88
2005 835,000 3.90 3.95
2006 825,000 4.00 4.05
2007 815,000 4.05 4.10
2008 810,000 4.15 4.20
2009 800,000 5.00 4.30
2010 795,000 4.35 4.40
2011 785,000 4.45 4.50
2012 440,000 4.55 4.60
2013 440,000 4.65 4.70
2014 440,000 4.75 4.80
2015 440,000 4.85 4.90
2016 440,000 4.90 4.95
2017 440,000 5.00 5.00
2018 440,000 5.00 5.05
2019 440,000 5.00 5.07
The Bonds maturing on and after February 15, 2010 are subject to redemption prior to maturity at
the option of the Issuer on February 15, 2009 or any date thereafter at a price of par plus accrued
interest to the date of redemption.
A-1
EXHIBIT B
EXHIBITS
OPINION OF THE CITY ATTORNEY
Prudential Securities Incorporated
Dain Rauscher Incorporated
A. G. Edwards & Sons, Inc.
Estrada Hinojosa & Company, Inc.
o/o Prudential Securities, Incorporated
One New York Plaza, 14th Floor
New York, New York 10292-2014
Ladies and Gentlemen:
March 4, 1999
I am the City Attorney for the City ofLubbock, Texas (the "City") and have acted as such in
connection with the issuance of"City ofLubbock, Texas Electric Light and Power System Revenue
Refunding and Improvement Bonds, Series 1999," in the aggregate principal amount of$14,975,000
(the "Bonds"), pursuant to the provisions of an ordinance duly adopted by the City Council of the
City on January 28, 1999 (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:
1. 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 constitute such a default by the
B·l
EXHIBIT 8
City under any of the foregoing; and the execution and delivery .of the Purchase Contract, the
Bonds and the Escrow Agreement 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 respectiv.e offices; (b) seeking to restrain or enjoin the
issuance or delivery of any of the Bonds, or the collection ofthe revenues of the System
pledged to pay the principal of and interest on the Bonds; (c) contesting or affecting the
validity or enforceability of the Bonds, the Ordinance, the Purchase Contract, or the Escrow
Agreement; (d) contesting the powers of the City or any authority for the issuance of the
Bonds, or the adoption of the Ordinance; or (e) that would have a material and adverse effect
on the financial condition of the City, and, particularly, on the financial condition of the
System. · · ,..
---.. ··-· ..... L:• •• ---•• ·-••
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-2
EXHIBIT s-
~XHIBIT c
SPECIAL ESCROW AGREEMENT
THE STATE OF TEXAS
COUNTY OF LUBBOCK
§_
§
§
THIS SPECIAL ESCROW AGREEMENT (the "Agreement"), made and entered into as of
January 28, 1999, by and between the City of Lubbock, Texas, a duly incorporated municipal.
corporation in Lubbock County, Texas (the "City', acting by and through the Mayor and City
Secretary, and Norwest Bank Texas, National Association, a national banking association
organized and existing under the laws of the United States of America, or its successors or
assigns hereunder (the "Bank',,
WITNESSETH:
WHEREAS, the City Council of the City of Lubbock, Texas (the "City") has heretofore
issued, sold, and delivered, and there is currently outstanding, obligations totaling in principal
amount $5,700,000 (collectively, the "Refunded Obligations', more particular1y described as
follows:
(1) City of Lubbock, Texas, Electric Light and Power System
Revenue Bonds, Series 1991, dated May 15, 1991, maturing on April15
in each of the years 2002 through 2011, and aggregating in principal
amount $3,750,000
(2) City of Lubbock, Texas, Electric Ught and Power System
Revenue Refunding Bonds, Series 1991-B, dated July 15, 1991, maturing
on April 15 in each of the years 2001 through 2004, and aggregating in
principal amount $1,950,000
AND WHEREAS, in accordance with the provisions of Article 717k, V.A.T.C.S., as
amended (the "Adj, the City Is authorized to sell refunding bonds In an amount sufficient to
provide for the payment of obligations to be refunded, deposit the proceeds of such refunding
bonds with any place of payment for the obligations being refunded and enter into an escrow or
similar agreement with such place of payment for the safekeeping, investment, reinvestment,
administration and disposition of such deposit, upon such terms and conditions as the parties may
agree, provided such deposits may be invested only in dired obligations of the United States of
America, including obligations the principal of and interest on are unconditionally guaranteed by
the United States of America, (hereinafter called the "Federal Securitiesj that mature and/or bear
interest payable at such times and in such amounts as will be sufficient to provide for the
scheduled payment of Refunded Obligations; and
WHEREAS, the Refunded Obligations are scheduled to mature, or be redeemed, and
interest thereon is payable on the dates and in the manner set forth In Exhibit A attached hereto
and incorporated herein by reference as a part of this Agreement for all purposes; and
762055.1
WHEREAS, the City on the 28th day of January, 1999, pursuant to an ordinance (the "Bond
Ordinancej finally passed and adopted by the City Council, authorized the issuance of bonds
known as "City of Lubbock, Texas, Electric Ught and Power System Revenue Refunding and
Improvement Bonds, Series 1999" (the "Bonds'1, and such Bonds are being issued in part to
refund, discharge and make final payment of the principal of and interest on the Refunded
Obligations; and
WHEREAS, upon the delivery of the Bonds, the proeeeds of sale, together with other
available funds of the City, are to be deposited with the Bank and used in part to purchase the
Federal Securities listed and identified in Exhibit B attached hereto and incorporated by reference
as a part of this Agreement for all purposes; and
WHEREAS, the Federal Securities shall be held and deposited to the credit of the "Escrow
Fund" to be established and maintained by the Bank in accordance with this Agreement; and
WHEREAS, the Federal Securities, togetherwith the beginning cash balance in the Escrow
Fund, shall mature and the Interest thereon shall be payable at such times to insure the existence
of monies sufficient to pay the principal amount of the Refunded Obligations and the accrued
interest thereon, as the same shall become due in accordance with the terms of the ordinances
authorizing the issuance of the Refunded Obligations and as setforth in Exhibit A attached hereto;
and
WHEREAS, the City has completed all arrangements for the purchase of the Federal
Securities listed in Exhibit B and the deposit and credit of the same to the Escrow Fund as
provided herein; and
WHEREAS, the Bank is a national banking association organized and existing under the
raws of the United States of America, possessing trust powers and is fully qualified and
empowered to enter into this Agreement; and
WHEREAS, in Section 34 of the Bond Ordinance, the City Council duly approved and
authorized the execution of this Agreement; and
WHEREAS, the City and the Escrow Agent, as the case may be, shall take all action
necessary to call, pay, redeem and retire said Refunded Obligations in accordance with the
provisions thereof, including, without limitation, all actions required by the ordinances authorizing
the Refunded Obligations, the Act, the Bond Ordinance and this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and to
secure the payment of the principal of and the interest on the Refunded Obligations as the same
shall become due, the City and the Bank hereby mutually undertake, promise and agree as
follows:
SECTION 1: Receipt of Refunded Bond Ordinances. Receipt of copies of the ordinances
authorizing the issuance of the Refunded Obligations and the Bond Ordinance are hereby
acknowledged by the Bank. Reference herein to or citation herein of any provision of said
752055.1 -2-
~XHIBIT c ;
documents shall be deemed an incorporation of such provision as a part hereof in the same
manner and with the same effect as if it were fully set forth herein.
SECTION 2: Escrow Fund Creation/Funding. There is hereby created by the City with the
Bank a special segregated and irrevocable trust fund designated "SPECIAL 1999 CITY OF
LUBBOCK, TEXAS, REVENUE REFUNDING BOND ESCROW FUND" (hereinafter called the
"Escrow Fund'') for the benefit of the holders of the Refunded Obligations, and, immediately
following the delivery of the Bonds, the City agrees and covenants to cause to be deposited with
the Bank the following amounts:
$6,020,868.00
$ 1.00
for the purchase of Federal Securities identified in Exhibit B to be
held for the account of the Escrow Fund
for deposit in the Escrow Fund as a beginning cash balance.
The Bank hereby accepts the Escrow Fund and further agrees to receive said moneys,
apply the same as set forth herein, and to hold the cash and Federal Securities deposited and
credited to the Escrow Fund for application and disbursement for the purposes and in the manner
provided in this Agreement.
SECTION 3: Escrow Fund Sufficiency Warrantv. The City hereby represents that the cash
and Federal Securities, together with the interest to be earned thereon, deposited to the creditof
the Escrow Fund . will be sufficient to pay the principal of and premium and interest on the
Refunded Obligations as the same shall become due and payable, and such Refunded
Obligations, and the interest thereon, are to mature or be redeemed and shall be paid at the times
and in the amounts set forth and identified in Exhibit A attached hereto.
FURTHERMORE, the Bank acknowledges receipt of the Bond Ordinance which provides
for the redemption of the (i) Series 1991 Refunded Obligations on April15, 2001 at the redemption
price of par plus accrued interest thereon and (ii) Series 1991-B Refunded Obligations on April15,
2000 at the redemption price of par plus accrued interest thereon; all in accordance with the
provisions of the notice requirements applicable to said Refunded Obligations and the notice
requirements contained in the respective ordinances authorizing such Refunded Obligations.
The Bank agrees to cause a notice of redemption pertaining to the Refunded Obligations
to be sent to the registered owners thereof appearing on the registration books at least thirty (30)
days prior to the respective redemption date therefor.
SECTION 4: Pledge of Escrow. The Bank agrees that all cash and Federal Securities,
together with any income or interest earned thereon, held in the Escrow Fund shall be and is
hereby irrevocably pledged to the payment of the principal of and interest on the Refunded
Obligations which will mature and become due on and after the date of this Agreement, and such
funds initially deposited and to be received from maturing principal and interest on the Federal
Securities in the Escrow Fund shall be applied solely in accordance with the provisions of this
Agreement.
752055.1 -3-
EXHIBIT C i
SECTION 5: Escrow Insufficiency-Citv Warranty to Cure. If, for any reason, the funds
on hand in the Escrow Fund shall be insufficient to make the payments set forth in Exhibit A
attached hereto, as the same becomes due and payable, the City shall make timely deposits to
the Escrow Fund, from lawfully available funds, of additional funds in the amounts required to
make such payments. Notice of any such insufficiency shall be immediately given by the Bank
to the City by the fastest means possible, but the Bank shall in no manner be responsible for the
City's failure to make such deposits.
SECTION 6: Escrow Fund Securities/Segregation. The Bank shall hold said Federal
Securities and moneys in the Escrow Fund at all times as a special and separate trust fund for the
benefit of the holders of the Refunded Obligations, wholly segregated from other moneys and
securities on deposit with the Bank; shall never commingle said Federal Securities and moneys
with other moneys or securities of the Bank; and shall hold and dispose of the assets therein only
as set forth herein. Nothing herein contained shall be construed as requiring the Bank to keep the
identical moneys, or any part thereof, in said Escrow Fund, if it is impractical, but moneys of an
equal amount, except to the extent such are represented by the Federal Securities, shall always
be maintained on deposit in the Escrow Fund by the Bank, as trustee; and a special account
evidencing such facts shall at all times be maintained on the books of the Bank.
SECTION 7: Escrow Fund Collections/Payments. The Bank shall from time to time collect
and receive the principal of and interest on the Federal Securities as they respectively mature and
become due and credit the same to the Escrow Fund. On or before each principal and/or interest
payment date or-redemption date, as the case may be, for the Refunded Obligations shown In
Exhibit A attached hereto, the Bank, without further direction from anyone, including the City, shall
cause to be withdrawn from the Escrow Fund the amount required to pay the accrued interest on
the Refunded Obligations due and payable on said payment date and the principal of the
Refunded Obligations due and payable on said payment date or redemption date, as the case
may be, and the amount withdrawn from the Escrow Fund shall be Immediately transmitted and
deposited with the paying agent for the Refunded Obligations to be paid with such amount The
paying agent for the Refunded Obligations is the Bank.
If any Refunded Obligation thereon shall not be presented for payment when the principal
thereof or interest thereon shall have become due, and if cash shall at such times be held by the
Bank in trust for that purpose sufficient and available to pay the principal of such Refunded
Obligation and Interest thereon it shall be the duty of the Bank to hold said cash without liability
to the holder of such Refunded Obligation for interest thereon after such maturity or redemption
date, in trust for the benefit of the holder of such Refunded Obligation, who shall thereafter be
restricted exclusively to said cash for any claim of whatever nature on his part on or with respect
to said Refunded Obligation, including for any claim for the payment thereof and interest thereon.
All cash required by the provisions hereof to be set aside or held in trust for the payment of the
Refunded Obligations, Including interest thereon, shall be applied to and used solely for the
payment of the Refunded Obligations and interest thereon with respect to which such cash has
been so set aside in trust.
Subject to the provisions of the last sentence of Section 25 hereof, cash held by the Bank
in trust for the payment and discharge of any of the Refunded Obligations and interest thereon
752055.1 -4-
EXHIBIT c wt
which remains unclaimed for a period of four (4) years after the stated maturity date or redemption
date of such Refunded Obligations shall be returned to the City. Notwithstanding the above and
foregoing, any remittance of funds from the Bank to the City shall be subject to any applicable
unclaimed property laws of the State of Texas.
SECTION 8: Disposal of Refunded Obligations. All Refunded Obligations cancelled on
account of payment by the Bank shall be disposed of or otherwise destroyed by the Bank, and an
appropriate certificate of destruction furnished the City.
SECTION 9: Escrow Fund Encumbrance. The escrow created hereby shall be irrevocable
and the holders of the Refunded Obligations shall have an express lien on all moneys and Federal
Securities in the Escrow Fund until paid o~ used and applied in accordance with this Agreement.
Unless disbursed in payment of the Refunded Obligations, all funds and the Federal
Securities received by the Bank for the account of the City hereunder shall be and remain the
property of the Escrow Fund and the City and the owners of the Refunded Obligations shall be
entitled to a preferred claim and shall have a first lien upon such funds and Federal Securities
enjoyed by a trust beneficiary. The funds and Federal Securities received by the Bank under this
Agreement shall not be considered as a banking deposit by the City and the Bank and the City
shall have no right or tiUe with respect thereto, except as otherwise provided herein. Such funds
and Federal Securities shall not be subject to checks or drafts drawn by the City.
SECTION 10: Absence of Bank Claim/Lien on Escrow Fund. The Bank shall have no lien
whatsoever upon any of the moneys or Federal Securities In the Escrow Fund for payment of
services rendered hereunder, services rendered as paying agent/registrar for the Refunded
Obligations, or for any costs or expenses Incurred hereunder and reimbursable from the City.
SECTION 11: Substitution of Investments/Reinvestments. The Bank shall be authorized
to accept initially and temporarily cash and/or substituted Federal Securities pending the delivery
of the Federal Securities identified in the Exhibit B attached hereto, or shall be authorized to
redeem the Federal Securities and reinvest the proceeds thereof, togetherwith other moneys held
in the Escrow Fund In noncallable direct obligations of the United States of America provided such
early redemption and reinvestment of proceeds does not change the repayment schedule of the
Refunded Obligations appearing In Exhibit A and the Bank receives the following:
752055.1
(1) an opinion by an Independent certified public accountant to the effect
that (i) the initial and/or temporary substitution of cash and/or securities for one
or more of the Federal Securities identified in Exhibit B pending the receipt and
delivery thereof to the Escrow Agent or (ii) the redemption of one or more of the
Federal Securities and the reinvestment of such funds in one or more substituted
securities (which shall be noncallable direct obligations of the United States of
America), together with the Interest thereon and other available moneys then held
in the Escrow Fund, will, in either case, be sufficient, without reinvestment, to pay,
as the same become due in accordance with Exhibit A, the principal of, and
interest on, the Refunded Obligations which have not previously been paid, and
-5-
EXHIBIT c
(2) with respect to an early redemption of Federal Securities and the
reinvestment of the proceeds thereof, an unqualified opinion of nationally
recognized municipal bond counsel to the effect that (a) such investment will not
cause interest on the Bonds or Refunded Obligations to be included in the gross
income for federal income tax purposes, under the Code and related regulations
as in effect on the date of such investment, or otherwise make the interest on the
Bonds or the Refunded Obligations subject to Federal income taxation and (b)
such reinvestment complies with the Constitution and laws of the State of Texas
and with all relevant documents relating to the issuance of the Refunded
Obligations and the Bonds.
SECTION 12: Restriction on Escrow Fund Investments-Reinvestment. Except as
provided in Section 11 hereof, moneys in the Escrow Fund will be Invested only in the Federal
Securities listed in Exhibit Band neither the City nor the Bank shall reinvest any moneys deposited
in the Escrow Fund except as specifically provided by this Agreement.
SECTION 13: Excess Funds. If at any time through redemption or cancellation of the
Refunded Obligations there exists or will exist excesses of interest on or maturing principal of the
Federal Securities in excess of the amounts necessary hereunder for the Refunded Obligations,
the Bank may transfer such excess amounts to or on the order of the City, provided that the City
delivers to the Bank the following:
(1) an opinion by an independent certified public accountant that after the transfer
of such excess, the principal amount of securities In the Escrow Fund, together with the
interest thereon, and other available monies then held in the Escrow Fund, will be
sufficient to pay, as the same become due and without reinvestment, in accordance with
Exhibit A, the principal of, and Interest on, the Refunded Obligations which have not
previously been paid, and
(2) an unqualified opinion of nationally recognized municipal bond counsel to the
effect that (a) such transfer will not cause interest on the Bonds or the Refunded
Obligations t9 be induded In gross income for federal income tax purposes, under the
Code and related regulations as in effect on the date of such transfer, or otherwise make
the interest on the Bonds or the Refunded Obligations subject to Federal income taxation,
and (b) such transfer complies with the Constitution and laws of the State of Texas and
with all relevant documents relating to the issuance of the Refunded Obligations or the
Bonds.
SECTION 14: CoUateralization. The Bank shall continuously secure the monies in the
Escrow Fund not Invested In Federal Securities by a pledge of direct obligations of the United
States of America, In the par or face amount at least equal to the principal amount of said
uninvested monies to the extent such money is not insured by the Federal Deposit Insurance
Corporation.
752055.1 -6-
SECTION 15: Absence of Bank's Liabilitv for Investments. The Bank shall not be liable
or responsible for any loss resulting from any investment made in the Federal Securities or
substitute securities as provided in Section 11 hereof.
SECTION 16: Bank's Compensation-Escrow Administration/Settlement of Paying
Agent's Charges. The City agrees to pay the Bank for the performance of services hereunder
and as reimbursement for anticipated expenses to be Incurred hereunder the amount of
$1,500.00 and, except for reimbursement of costs and expenses incurred by the Bank pursuant
to Sections 3, 11 and 19 hereof, the Bank hereby agrees said amount is full and complete
payment for the administration of this Agreement
The Bank agrees to continue to provide paying agent services for the life of the Refunded
Obligations, with the remedy for nonpayment being solely an action for amounts owing under the
paying agent contract.
SECTION 17: Escrow Agent's Duties I Responsibilities/Liabilitv. The Bank shall not be
responsible for any recital herein, except with respect to its organization and its powers and
authority. As to the existence or nonexistence of any fact relating to the City or as to the
sufficiency or validity of any instrument, paper or proceedings relating to the City, the Bank shall
be entitled to rely upon a certificate signed on behalf of the City by its City Manager or Mayor
and/or City Secretary of the City as sufficient evidence of the facts therein contained. The Bank
may accept a certificate of the City Secretary under the City's seal, to the effect that a resolution
or other instrument in the form therein set forth has been adopted by the City Council of the City,
as condusive evidence that such resolution or other instrument has been duly adopted and is
in full force and effect.
The duties and obligations of the Bank shall be determined solely by the express
provisions of this Agreement and the Bank shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, and no implied covenants
or obligations shall be read into this Agreement against the Bank.
In the absence of bad faith on the part of the Bank, the Bank may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed therein, upon any
certificate or opinion furnished to the Bank, conforming to the requirements of this Agreement;
but notwithstanding any provision of this Agreement to the contrary, in the case of any such
certificate or opinion or any evidence which by any provision hereof is specifically required to be
furnished to the Bank, the Bank shall be under a duty to examine the same to determine whether
it conforms to the requirements of this Agreement.
The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Officers of the Bank unless it shall be proved that the Bank was negligent
in ascertaining or acting upon the pertinent facts.
The Bank shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the holders of not less than a majority in
aggregate principal amount of all said Refunded Obligations at the time outstanding relating to
152066.1 -7-
... ..diBIT c .4
the time, method and pia~ of conducting any proceeding for any remedy available to the Bank
not in conflict with the Intent and purpose of this Agreement. For the purposes of determining
whether the holders of the required principal amount of said Refunded Obligations have
concurred in any such direction, Refunded Obligations owned by any obligor upon the Refunded
Obligations, or by any person directly or indirectly controlling or controlled by or under direct or
indirect common control with such obligor, shall be disregarded, except that for the purposes of
determining whether the Bank shall be protected in relying on any such direction only Refunded
Obligations which the Bank knows are so owned shall be so disregarded.
The term "Responsible Officers" of the Bank, as used In this Agreement, shall mean and
include the Chairman of the Board of Directors, the President, any Vice President and any
Second Vice President, the Secretary and any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and every other officer and assistant officer of the Bank customarily
performing functions similar to those performed by the persons who at the time shall be officers,
respectively, or to whom any corporate trust matter Is referred, because of his knowledge of and
familiarity with a particular subject; and the term "Responsible Officer" of the Bank, as used in
this Agreement, shall mean and Include any of said officers or persons.
. SECTION 18: Umitation Re: Bank's Duties/Responsibilities/Liabilities to Third Parties.
The Bank shall not be responsible or liable to any person In any manner whatever for the
sufficiency, correctness, genuineness, effectiveness, or validity of this Agreement with respect
to the City, or for the identity or authority of any person making or executing this Agreement for
and on behalf of the City. The Bank is authorized by the City to rely upon the representations
of the City with respect to this Agreement and the deposits made pursuant hereto and as to the
City's right and power to execute and deliver this Agreement, and the Bank shall not be liable
in any manner as a result of such reliance. The duty of the Bank hereunder shall only be to the
City and the holders of the Refunded Obligations. Neither the City nor the Bank shall assign or
attempt to assign or transfer any interest hereunder or any portion of any such interest. Any
such assignment or attempted assignment shall be in direct conflict with this Agreement and be
without effect.
SECTION 19: Interpleader. In the event conflicting demands or notices are made upon
the Bank growing out of or relating to this Agreement or the Bank In good faith is in doubt as to
what action should be taken hereunder, the Bank shall have the right at Its election to:
(a) Withhold and stop all further proceedings in, and performance of, this
Agreement with respect to the Issue in question and of all instructions received
hereunder in regard to such issue; and
(b) File a suit In interpleader and obtain an order from a court of
appropriate jurisdiction requiring all persons involved to interplead and litigate in
such court their several claims and rights among themselves.
In the event the Bank becomes involved in litigation in connection with this Section, the
City, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all
loss, cost, damages, expenses and attorney fees suffered or incurred by the Bank as a result
752055.1 -8-
~AHIBIT c
thereof. The obligations of the Bank under this Agreement shall be performable at the corporate
office of the Bank in the City of Minneapolis, Minnesota.
The Bank may advise with legal counsel in the event of any dispute or question regarding
the construction of any of the provisions hereof or its duties hereunder, and in the absence of
negligence or bad faith on the part of the Bank, no liability shall be incurred by the Bank for any
action taken pursuant to this Section and the Bank shall be fully protected in acting in
accordance with the opinion arid instructions of legal counsel that is knowledgeable and has
expertise in the field of law addressed in any such legal opinion or with respect to the instructions
given.
SECTION 20: Accounting-Annual Report. Promptly after September 30th of each year,
commencing with the year 1999, while the Escrow Fund is maintained under this Agreement, the
Bank shall forward to the City, to the attention of the Managing Director of Finance, or other
designated official of the City, a statement in detail of the Federal Securities and monies held,
and the current income and maturities thereof, and the withdrawals of money from the Escrow
Fund for the _preceding 12 month period ending September 30th of each year .
. SECTION 21: Notices. Any notice, authorization, request or demand required or
permitted to be given hereunder shall be in writing and shall be deemed to have been duly given
when mailed by registered or certified mail, postage prepaid addressed as follows:
CITY OF LUBBOCK, TEXAS
P. 0. Box2000
Lubbock, Texas 79457
Attention: Managing Director of Finance
NORWEST BANK TEXAS, NATIONAL ASSOCIATION
6th and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Department
The United States Post Office registered or certified mail receipt showing delivery of the
aforesaid shall be conclusive evidence of the date and fact of delivery.
Any party hereto may change the address to which notices are to be delivered by giving
to the other parties not less than ten (10) days prior notice thereof.
SECTION 22: Pertormance Date. Whenever under the terms of this Agreement the
performance date of any provision hereof, Including the date of maturity of interest on or principal
of the Refunded Obligations, shall be a Sunday or a legal holiday or a day on which the Bank
is authorized by law to close, then the performance thereof, including the payment of principal
752055.1 -9-
lXHIBIT c ~
of and interest on the Refunded Obligations, need not be made on such date but may be
performed or paid, as the case may be, on the next succeeding business day of the Bank with
the same force and effect as if made on the date of performance or payment and with respect
to a payment, no interest shall accrue for the period after such date.
SECTION 23: Warranty of Parties Re: Power to Execute and Deliver Escrow Agreement.
The City covenants that it will faithfully perform at all times any and all covenants, undertakings,
stipulations and provisions contained in this Agreement, in any and every said Refunded
Obligation as executed, authenticated and delivered and in all proceedings pertaining thereto
as said Refunded Obligations shall have been modified as provided in this Agreement. The City
covenants that it is duly authorized under the Constitution and laws of the State of Texas to
execute and deliver this Agreement, that all actions on its part for the payment of said Refunded
Obligations as provided herein and the execution and delivery of this Agreement have been duly
and effectively taken and that said Refunded Obligations and coupons In the hands of the
holders and owners thereof are and will be valid and enforceable obligations of the City
according to the import thereof as provided in this Agreement.
SECTION 24: Severability. If any one or more of the covenants or agreements provided
in this Agreement on the part of the parties to be performed should be determined by a court of
competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and
construed to be severable from the remaining covenants and agreements herein contained and
shall in no way affect the validity of the remaining provisions of this Agreement In the event any
covenant or agreement contained in this Agreement is declared to be severable from the other
provisions of this Agreement, written notice of such event shall immediately be given to each
national rating service (Moody's Investors Service, Standard & Poor's Corporation or Fitch
Investors Service) which has rated the Refunded Obligations on the basis of this Agreement
SECTION 25: Termination. This Agreement shall terminate when the Refunded
Obligations, including interest due thereon, have been paid and discharged In accordance with
the provisions of this Agreement If any Refunded Obligations are not presented for payment
when due and payable, the nonpayment thereof shall not prevent the termination of this
Agreement. Funds for the payment of any nonpresented Refunded Obligations and accrued
interest thereon shall upon termination of this Agreement be held by the Bank for such purpose
in accordance with Section 7 hereof. Any moneys or Federal Securities held In the Escrow Fund
at termination and not needed for the payment of the principal of or interest on any of the
Refunded Obligations shall be paid or transferred to the City.
SECTION 26: Time of the Essence. Time shall be of the essence in the performance
of obligations from time to time Imposed upon the Bank by this Agreement
SECTION 27: Successors/Assigns. (a) Should the Bank not be able to legally serve or
perform the duties and obligations under this Agreement, or should the Bank be declared to be
insolvent or dosed for any reason by federal or state regulatory authorities or a court of
competent jurisdiction, the City, upon being notified or discovering the Bank's inability or
disqualification to serve hereunder, shall forthwith appoint a successor to replace the Bank, and
upon being notified of such appointment, the Bank shall (i) transfer all funds and securities held
752055.1 -10-
~XHIBIT c
hereunder, together with all books, records and accounts relating to the Escrow Fund and the
Refunded Obligations, to such successor and (ii) assign all rights, duties and obligations under
this Agreement to such successor. If the City should fail to appoint such a successor within
ninety (90) days from the date the City discovers, or is notified of, the event or circumstance
causing the Bank's inability or disqualification to serve hereunder, the Bank, or a bondholder of
the Refunded Obligations, may apply to a court of competent jurisdiction to appoint a successor
or assigns of the Bank and such court, upon determining the Bank is unable to continue to serve,
shall appoint a successor to serve under this Agreement and the amount of compensation, if
any, to be paid to such successor for the remainder of the term of this Agreement for services
to be rendered both for administering the Escrow Fund and for paying agent duties and
responsibilities for the Refunded Obligations.
(b) Furthermore, the Bank may resign and be discharged from performing its duties and
responsibilities under this Agreement upon notifying the City In writing of its Intention to resign
and requesting the City to appoint a successor. No such resignation shall take effect until a
successor has been appointed by the City and such successor has accepted such appointment
and agreed to perform an duties and obligations hereunder for a total compensation equal to the
uneamed proportional amount paid the Bank under Section 16 hereof for the administration of
this Agreement and the uneamed proportional amount of the paying agents fees for the
Refunded Obligations due the Bank.
Any successor to the Bank shall be a bank, trust company or other financial institution
that is duly qualified under applicable law (the Act or other appropriate statute) to serve as-
escrow agent hereunder and authorized and empowered to perform the duties and obligations
contemplated by this Agreement and organized and doing business under the laws of the United
States or the State of Texas, having its principal office and place of business in the State of
Texas, having a combined capital and surplus of at least $5,000,000 and be subjed to the
supervision or examination by Federal or State authority.
Any successor or assigns to the Bank shall execute, acknowledge and deliver to the City
and the Bank, or its successor or assigns, an Instrument accepting such appointment hereunder,
and the Bank shall execute and deliver an instrument transferring to such successor, subjed to
the terms of this Agreement, all the rights, powers and trusts created and established and to be
performed under this Agreement Upon the request of any such successor Bank, the City shall
execute any and all instruments in writing for more fully and certainly vesting in and confinning
to such successor Bank all such rights, powers and duties. The term "Bank" as used herein shall.
be the Bank and its legal assigns and successor hereunder.
SECTION 28: Escrow Agreement-Amendment/Modification. This Agreement shall be
binding upon the City and the Bank and their respective successors and legal representatives
and shall inure solely to the benefit of the holders of the Refunded Obligations, the City, the
Bank and their respective successors and legal representatives. Furthermore, no alteration,
amendment or modification of any provision of this Agreement shall (1) alter the firm financial
arrangements made for the payment of the Refunded Obligations or (2) be effective unless (i)
prior written consent of such alteration, amendment or modification shall have been obtained
from the holders of all Refunded Obligations outstanding at the time of such alteration,
752055.1 -11-
amendment or modification and (ii) such alteration, amendment or modification is in writing and
signed by the parties hereto; provided, however, the City and the Bank may, without the consent
of the holders of the Refunded Obligations, amend or modify the terms and provisions of this
Agreement to cure in a manner not adverse to the holders of the Refunded Obligations any
ambiguity, formal defect or omission in this Agreement. If the parties hereto agree to any
amendment or modification to this Agreement, prior written notice of such amendment or
proposed modification, together with the legal documents amending or modifying this
Agreement, shall be furnished to each national rating service (Standard & Poor's Corporation,
Moody's Investors Service or Fitch Investors Service) which has rated the Refunded Obligations
on the basis of this Agreement, prior to such amendment or modification being executed.
SECTION 29: Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 30: Executed Counterparts. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as one original and shall
constitute and be but one and the same instrument This Agreement shall be govemed by the
laws of the State of Texas and shall be effective as of the date of the delivery of the Bonds.
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be
executed by their duly authorized officers and their corporate seals to be hereunto affaxed and
attested as of the date first above written.
ATTEST:
City Secretary
(City Seal)
ATTEST:
Authorized Signer
(Bank Seal)
762056.1
CITY OF LUBBOCK, TEXAS
Mayor
NORWEST BANK TEXAS,
NATIONAL ASSOCIATION,
as Escrow Agent
Tltie: __________________________ __
-12-
.!i:IIBIT c •
EXHIBITD
NOTICE OF REDEMPTION
CITY OF LUBBOCK, TEXAS,
ELECTRIC LIGHT AND POWER SYSTEM REVENUE BONDS
SERIES 1991
DATED MAY 15, 1991
NOTICE IS HEREBY GIVEN that all bonds of the above series maturing on and after April
15, 2002 and aggregating in principal amount $3,750,000 have been called for redemption on
April15, 2001 at the redemption price of par and accrued interest to the date of redemption, such
bonds being identified as follows:
Year of
Maturity
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
Principal Amount
Outstanding
$375,000
375,000
375,000
375,000
375,000
375,000
375,000
375,000
375,000
375,000
ALL SUCH BONDS shall become due and payable on April 15, 2001, and interest
thereon shall cease to accrue from and after said redemption date and payment of the redemption
price of said bonds shall be paid to the registered owners of the bonds only upon presentation and
surrender of such bonds to Norwest Bank Texas, National Association (successor paying
agent/registrar to Texas Commerce Bank National Association, Lubbock, Texas).
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said bonds and pursuant to an ordinance by the City Council of the City of
Lubbock, Texas.
746669.1
NORWEST BANK TEXAS,
NATIONAL ASSOCIATION
Address: 6th and Marquette Avenue
Minneapolis, MN 55479-1113
EXHIBITE
NOTICE OF REDEMPTION
CITY OF LUBBOCK, TEXAS,
ELECTRIC LIGHT AND POWER SYSTEM REVENUE BONDS
SERIES 1991-B
DATED JULY 15, 1991
NOTICE IS HEREBY GIVEN that all bonds of the above series maturing on and after
April15, 2001 and aggregating in principal amount $1,950,000 have been called for redemption
on April15, 2000 at the redemption price of par and accrued interest to the date of redemption,
such bonds being identified as follows:
Year of
Maturitv
2001
2002
2003
2004
Principal Amount
Outstanding
$510,000
490,000
480,000
470,000
ALL SUCH BONDS shall become due and payable on April 15, 2000, and interest
thereon shall cease to accrue from and after said redemption date and payment of the redemption
price of said bonds shall be paid to the registered owners of the bonds only upon presentation and
surrender of such bonds to Norwest Bank Texas, National Association (successor paying
agent/registrar to Texas Commerce Bank National Association, Lubbock, Texas).
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said bonds and pursuant to an ordinance by the City Council of the City of
Lubbock, Texas.
745669.1
NORWEST BANK TEXAS,
NATIONAL ASSOCIATION
Address: 6th and Marquette Avenue
Minneapolis, MN 55479-1113
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 44 of this Ordinance.
Annual Financial Statements and Operating Data
Exhibit F
to
Ordinance
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 under Tables 1 through 10.
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.
745669.1
THE STATE OF TEXAS
COUNTY OF LUBBOCK . SECOND READING ORDINANCE
Before me pbmip Hernandez a Notary Public in and for Lubbo ORDINANCE NO. IOIU
AN ORDINANCE ABANoOf\IING
AND CLOSING A PORTION OF personally appeared Deanna Gray, Telephone Sales Mauager
pers Corporation, publishers of the Lubbock Avalanche-Journal -Morning, and Su
sworn did depose and say that said newspaper has been published continuously for n
AN ACCESS, UTILITY AND
PARKING EASEMENT LOcAT· y
ED IN THE SANDLEWOOD AD-•
DITION TO THE CITY OF LUB-rl-
IOCK. LUBBOCK COUNTY, TEX· or to the first insertion of this I egal Notice __________ .____. o.fiB·S'/1£1
ed copy of the • · s a tru
AS, AND MORE PARTICULARLy DESCRIBED IN THE BODY OF THIS ORDINANCE; OIRI!:CTING nt-THE CITY ENGINEER TO MARK k THE OFFICIAL MAPS OF THE IC
Avalanche-Journal on the following dates:~~.-...'-'""=-""'r--.,:;;,~-=-..::,_..:....~~;:----;r--
LUBBOCK AVALANCHE-JOURNAL
Morris Communication Corporation
' b . • CITY TO REFLECT SAID ABAN
-. , DON ME NT AND CLOSING. PRO:
• ' I VIDING A SAVINGS CLAUSE; l ~ ~~AND PROVIDING FOR PUBLICA-v -------: TION.
NOTARY P 8 JC In and,,.
My Commission Expires ... t,AN o~RJ>l:~:~~"gR':~ING
!COSERV. L.L.C., A TeXAS LIM-
ITED LIABILITY COMPANY A
FRANCHISE AUTHORIZING AND GOVERNING THE USE OF !CITY PROPERTY AND PUBLIC
RIGHTS-OF-WAY TO PROVIDE r ~ TELECOMMUNICATIONS SER· -.. .,.~ , ., 1::':_ LJ VICES WITHIN THE CITY OF ! R ~tr. ~cro.;,bPefd1f .endPd_· . . ft'Roorrn,; to before me this._-~. "----day of_.,...m~~~ .. V.-:ct.L.~/..__ __ -LUBBocK. ~ • b !.,I ORDINANCE NO. 10134 , ·AN ORDINANCE AUTHORIZING
FEB . f THE ISSUANCE OF "CITY OF
J 0 8 1999 f' PHILLIP HERNANDEZ LUBBOCK, TEXAS, ELECTRIC LIGHT AND POWER SYSTEM j REVENUE REFUNDING AND
fr. t1 i NO"'"' n..a.n.. Staf.e Off8X81 IMPROVEMENT BONDS Se ...,..o,, ·olfotNANclt Ito 10m .~~~~.:..,__e....:..... RIES 1999"; PRESCRIBING' THE . L!J£\jAN ORDINANCE AUT.HORIZING mJ \NIIUIIMIOMI-t"'-FORMS, TERMS, AND PROVI ~ ~n-•rn•l~: Blg~~ANTECXE .OSF "CITY OF 12-04-2001 SIONS OF SAID BONDS; PLEDG: OB • "' • GENERAL lNG THE NET REVENUES OF LIGATION REFUNDING THE CITY'S ELECT ·IBONDS, SERIES JA-u, SPECI AND PO RIC LIGHT FY "' • , WER SYSTEM TO THE 'T lNG THE TERMS AND FEA• PAYMENT OF THE PRINCIPAL ..-----------,!' URES OF SAID BONDS; LEVY: ~F AND INTEREST ON SAID ,.INGACONTINUtNGDIRECTAN .. ONDS; ENACTING --------
fNUAL AD VALOREM TAX FOR j ESIONS INCIDENT AND ~~~Xi:
;l'HEPAYMENTOFSAID DTOTHEISSUANCE p y
BONDS; AND RESOLVING OTH-''DM!NT,."ECURITY, SAd: A1,D
ER MATTERS INCIDENT AND -=LIVERY OF SArD BON
RELATED TO THE ISSUANCE 'CLUOING THE APPROVA~SA~'t; SALE, PAYMENT AND DEuv' DISTRIBUTION OF AN
. fN~V,.~ 'ti!~R~'t~~s;.~~ci~i ~'R~:J~~g~~=~~~A?,f,~~ iJIE1~~~G~:T::R ...... ~~~EG , A~~:~~\UJ~~~R01l :t:r1~ ~REA~T.r t/Du f~~~1C,.E~~: ~~.C ... ~~· ::Du fi;;'UIE,.f~~:
CROW AGREEMENT AND THE ,CIItOWAGREEMENT· AND PRO: APPROVAL AND DISTRIBUTION VI DING A'N EFFECTive DATE.
OF AN OFFICIAL STATEMENT·
AND PROVIDING AN EFFEC' , TIVEDATE. '
~ ORDINANCE NO. 10131 .:N ORDINANCE AUTHORIZING HE ISSUANCE OF "CITY OF LUBBOCK, TEXAS, TAX AND . .WATERWORKS SYSTEM :EO PLEDGE} REVEN TIFICATES OF OBL
,SERIES 1999"; SP ;THE TERMS AND ,.OF SAID CEJHIIFft"4Tc<. 'VIOINGFOR
OmCIAL STATEMENT
Dated January 18, 1999
/o!3j,
Ratiags:
Moody's: "Au"
S&P: "AAA"
Fitch: "AAA"
("Ambac Assurance
Corporation"· See "Bond
IDsaraace" and "Other
IAf'ormation -Ratings" herein)
NEW ISSUE· Book-Entry-Only
In the opinion of Bond Counsel, interest on the Bonds will be excludable from gross income fur federal income tax purposes under existing
law, subject to the matters described under "Tax Exemption• herein, including the alternative minimum tax on corporations.
111E BONDS WILL NOT BE DESIGNATED AS "QUALIFIED TAX-EXEMPT OBUGATIONS"
FOR FINANCIAL INSTITUTIONS
$14,975,800
CITY OF LUBBOCK, TEXAS
(Lubbock County)
ELECTRIC LIGHT AND POWER SYSTEM REVENUE
REFUNDING AND IMPROVEMENT BONDS, SERIES 1999
Dated Date: January 15, 1999 Due: April15, as ahoWD on inside eover
PA\'MENT TERMs •.. Interest on the $14,975,000 City of Lubbock, Texas, Electric Light and Power System Revenue Refunding and
Improvement Bonds, Series 1999 (the "Bonds") will accrue from January 15, 1999, (the "Dated Date") and will be payable April 15 and
October 15 of each year commencing April15, 1999, and will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
The definitive Bonds will be initially registered and delivered only to Cede &. Co., the nominee of The Depository Trust Company ("DTC->
pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of$5,000 or
Integral multiples thcrcot: No physical delivery or the Bonds wUI be made to the oWDen thereof. Principal ot: premium, if any, and Interest
on the Bonds will be payable by the Paying Agent/Registrar to Cede &. Co., which will make distribution of the amounts so paid to the
participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See "The Bonds • Book-Entry-Only System•
herein. The initial Paying Agent/Registrar is Chase Bank of Texas, National Association, Austin, Texas (see "''bc Bonds • Paying
Agent/Re~.
AtmiORlTY FOR IssUANCE ••• The Bonds arc issued pursuant to the general laws of the State of Texas, particularly Article 717k, Article 1111 et
seq. and Article 2368a, Vernon's Annotated Texas Civil Statutes ("VATCS"), as amended, and an ordinance (the "Ordinance-> passed by the City
Council of the City ofLubbock (the ·c~. The Bonds arc special obligations of the City, payable, both as to principal and interest, solely from and
secured by a first lien on and pledge of the Net Revenues of the City's Electric Light and Power System (the "System->. Tile Oty bas aot
covenanted aor obligated itself to pay the Bonds from monies raised or to be raised from taution (see "The Bonds • Authority for Issuance->.
PURPOSt. ... Proceeds from the sale of the Bonds will be used to (i) refund $3,750,000 principal amount of the City's o~dlng Electric Light
and Power System Revenue Bonds, Series 1991 and $1,950,000 principal amount of the City's outstanding Electric Light and Power System
Revenue Refunding Bonds, Series 1991-B (collectively, the "Refunded Bonds-> to lower the overall debt service requirements of debt payable
from the City's Electric Light and Power System, (ii) make improvements to the Electric Light and Power System and (iii) pay the costs
associated with the issuance of the Bonds. See Schedule I for a more complete description of the Refunded Bonds, Including their call dates and
redemption prices.
Payment of the principal of and interest on the bonds when due will be insured by a municipal bond Am. • ~ ~c
insurance policy to be issued by Ambac Assurance Corporation simultaneously with the delivery of the UU
Bonds.
So: MA.TIIlUTY SciiEDliLJ: AND REDEMPTION I'ROVJSIONS ON TilE REVERSE OF Tms PAGE
LEGALITY ••• The Bonds arc offered for delivery when, as and if issued and received by the Underwriters and subject to the approving opinion
of the Attorney General of Texas and the opinion of Fulbright &. Jaworski L.L.P., Bond Counsel, Dallas, Texas (see Appendix C, "Form of·
Bond Counsel's Opinion"). Certain legal matters will be passed upon for the Underwriters by McCall, Parkhurst & Horton L.L.P., Dallas,
Texas, Counsel for the Underwriters.
DELIVERY .... It is expected that the Bonds will be available for delivery through The Depository Trust Company on March 4, 1999.
PRUDENTIAL SECURITIES INCORPORATED
DAIN RAUSCHER INCORPORATED
A.G. EDWARDS & SONS, INC.
EsTRADA HINOJOSA & COMPANY, INC.
MATURITY SCHEDULE
MatUrity Price or Maturity Price or
Amourit (April15) Rate Yield Amount (April15) Rate Yield
$ 150,000 1999 3.100/o 3.1 00/o $ 795,000 2010 4.35% 4.40%
530,000 2000 3.20% 3.20% 785,000 2011 4.45% 4.50%
1,045,000 2001 3.50% 3.50% 440,000 2012 4.55% 4.600/o
1,385,000 2002 3.65% 3.63% 440,000 2013 4.65% 4.70%
1,355,000 2003 1.75% 3.78% 440,000 2014 4.15% 4.80%
1,325,000 2004 3.85% 3.88% 440,000 2015 4.85% 4.90%
835,000 2005 3.90% 3.95% 440,000 2016 4.90% 4.95%
825,000 2006 4.00% 4.05% 440,000 2017 5.00% 5.00%
815,000 2007 4.05% 4.10% 440,000 2018 5.00% 5.05%
810,000 2008 4.15% 4.20% 440,000 2019 5.00% 5.07%
800,000 2009 S.OO% 4.30%
(Accrued Interest from January 15, 1999 to be added)
OPTIONAL REDEMPTION OPTION ••. The City reserves the right, at its option, to redeem Bonds having stated maturities on and
after April 15, 2010, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on April 15, 2009, or
any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "The Bonds -Optional
Redemption").
2
No dealer, brolrer, salesman or other person has been authorized by the City or the Underwriters to give any information. or to mak£
any representations other than those contained in this Official Statement, and. if given. or made, such other information or
representations must not be relied upon as having been authorized by the City or the Underwriters. This Official Statement does not
constitute an offer to sell Bonds in any jurisdiction to any person to whom it is unlawfUl to mak£ such offer in such jurisdiction.
Certain information set forth herein has been obtained from the City and other sources which are believed to be reliable but is not
guaranteed as to accuracy or completeness, and is not to be construed as a representation by the Financial Advisor. Any
information and expressions of opinion herein contained are subject to change without notice, and neither the delivery of this
Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of the City or other matters described herein since the date hereof See "Continuing Disclosure of
Information • herein for a description of the City's agreement to mtlke periodic filings to update certain information contained
in this Official Statement.
IN CONNECTION Wfl'H THE OFFERING OF THE BONDS, THE UNDERWRITERS MAY OVER-AUOT OR EFfECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS AT A LEVEL ABOVE THAT
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME
TABLE OF CONTENTS
OFFICIAL STATEMENT SUMMARY .................. 4
CITY OFFICIALS, STAFF AND CONSULTANTS ••• 6
ELECTED OFFICIALS •••••••••••••••••••••••••••••••••••••• 6
SELECTED ADMINISTRATIVE STAFF .••••....••••...•.•.. 6
CONSULTANTS AND ADVISORS .••.•..••••.•.•••.•••••.•. 6
INTRODUCTION .•..•..••...•.••.•..•....••••.•••••..••.....•• 7
PLAN OF FINANCING •..•.•....••••.•••••.••••.•..••..•.••• 7
THEBONDS •••..•••..••••...•.•.•.••••..•••.•••••.••••••••••••• 8
THE SYSTEM ................................................. 15
TABLE 1 -GENERATINGSTATIONS ••...•••••..•.••.•• 15
DEBT INFORMATION ..................................... 22
TABLE 2 -ELECTRIC LIGHT AND POWER SYSTEM
REVENUE BOND DEBT SERVICE REQUIREMENTS22
TABLE 3-AUTIIORIZED-BUT-UNISSUED REvENUE
BONDS •.•..•...••....•....•••.••••••.•••••.•.••••.•• 23
FINANCIAL INFORMATION ....••.•.•..••...••••.•.•..• 24
TABLE 4 -CONDENSED STATEMENT OF OPERATION 24
TABLE 5 -COVERAGE AND FUND BALANCES ••••.... 24
TABLE 6 -CITY'S EQUITY IN THE ELECTRIC LIGHT
AND POWER SYSTEM ••.•...••..•.•.••...••....••. 25
TABLE 7 -TEN LARGEST CUSTOMERS •.•...••..•.••. 27
TABLE 8 -ANALYSIS OF ELECTRIC BILLS •.••........ 28
TABLE 9 -STATISTICAL DATA .••....•••...••••....•.•• 28
TABLE 10-HISTORICAL POWER SUPPLY
REQUIREMENTS ....•.••..•.••.•..•.•.••••••..••••. 29
TABLE 11 -CURRENT INVESTMENTS ••...•.•••...•••.. 31
SELECTED PROVISIONS OF THE BOND
ORDINANCE .••.•.•••.•••..•..•.••.••...•..••••.••.•••. 32
TAX MATTERS .............................................. .41
CONTINUING DISCLOSURE OF INFORMATION 43
OTHER INFORMATION •.•..•.••.•..•••..•...••..•.••••... 45
RATINGS •.••••.••.•..•..••••.••.••••..•••••••.•••••...•••.. 45 .
LmGATION •••.•..•.•.•..••••..•••.••••.•.••.•...•••.•..• .45
REGISTRATION AND QUALIFICATION OF BONDS FOR
SALE •••••••••••••••••••••••••••••••••••••••••••••••• 45
3
LEGAL INVESTMENTS AND ELIGffiiLITY TO SECURE
PuBLIC FUNDS IN TEXAS .••••..••••...•••••.•.•• .45
LEGAL OPINIONS •.••.•.••••.•.•••.••.••••..•..••..•••.•• .45
YEAR 2000 IsSUE ••••....•••..•••••.••••••.•••••••.•••..• 46
FINANCIAL ADVISOR •...••..•.••.•...••.•••.•••••••..••.• 47
VERIFICATION OF ARITHMETICAL AND
MATHEMATICAL COMPUTATIONS .•••••.•.•..•• .47
UNDERWRITING •.•.•••..•.••••.•....••.•••..••••...•••••• 47
MISCELLANEOUS ..•••..•••.••.•..••.•••..•••••••..••..••• 47
SCHEDULE OF REFUNDED
BONDS ...•.•.•...•.•.......................•.......... SCHEDULE I
APPENDICES
GENERAL INFORMATION REGARDING TilE CITY ....•.... A
EXCERPTS FROM TilE ANNuAL FINANCIAL REPoRT.. B
FORM OF BOND COUNSEL'S OPINION........................ C
SPECIMEN BOND INSURANCE POLICY······················· D
The cover page hereof, this page, the appendices included
herein and any addenda, supplement or amendment hereto,
are part of the Official Statement.
OFFICIAL STATEMENT SUMMARY
This summary is subject in all respects to the more complete information and definitions contained or incorporated in this
Official Statement. The offering of the Bonds to potential investors is made only by means of this entire Official Statement. No
person is authorized to detach this summary from this Official Statement or to otherwise use it without the entire Official
Statement.
THE CITY..................................... The City of Lubbock is a political subdivision and municipal corporation of the State, located
in Lubbock County, Texas. The City covers approximately 104 square miles and has an
estimated 1998 population of 196,679 (see "Introduction-Description of City").
THE BONDS .................................. The Bonds are issued as $14,975,000 Electric Light and Power System Revenue Refunding
and Improvement Bonds, Series 1999. The Bonds are issued as serial bonds maturing April
15, 1999 through April 15, 2019 (see "The Bonds-Description of the Bonds").
PAYMENT OF INTEREST .............. Interest on the Bonds accrues from January 15, 1999, and is payable April 15, 1999, and each
October 15 and April 15 thereafter until maturity or prior redemption (see "The Bonds -
Description of the Bonds" and "The Bonds-Optional Redemption").
AUTHORITY FOR ISSUANCE.......... The Bonds are issued pursuant to the general laws of the State, including particularly Article
717k, Article I III et seq. and Article 2328a, V ATCS, and an Ordinance passed by the City
Council of the City (see "The Bonds-Authority for Issuance").
SECURITY FOR THE BONDS .......... The Bonds constitute special obligations of the City, payable, both as to principal and interest,
solely from and, together with certain outstanding Previously Issued Bonds, equally and ratably
secured by a first lien on and pledge of the Net Revenues of the City's Electric Light and Power
System. The City has not covenanted or obligated itself to pay the Bonds from monies
raised or to be raised from taxation (see "The Bonds-Security and Source of Payment").
REDEMPTION .... .. . .. ............... ....... The City reserves the right, at its option, to redeem Bonds having stated maturities on and
after April 15, 2010, in whole or in part in principal amounts of $5,000 or any integral
multiple thereof, on April 15, 2009, or any date thereafter, at the par value thereof plus
accrued interest to the date of redemption (see "The Bonds-Optional Redemption").
TAX ExEMPTION .......................... In the opinion of Bond Counsel, the interest on the Bonds will be excludable from gross
income for federal income tax purposes under existing law, subject to the matters described
under . the caption "Tax Matters" herein, including the alternative minimum tax on
corporations.
USE OF PROCEEDS....................... Proceeds from the sale of the Bonds will be used to (i) refund $3,750,000 principal amount of
the City's outstanding Electric Light and Power System Revenue Bonds, Series 1991 and
$1,950,000 principal amount of the City's outstanding Electric Light and Power System
Revenue Refunding Bonds, Series 1991-B (collectively, the "Refunded Bonds") to lower the
overall debt service requirements of debt payable from the City's Electric Light and Power
System, (ii) make improvements to the Electric Light and Power System and (iii) pay the
costs associated with the issuance of the Bonds. See Schedule I for a more complete
description of the Refunded Bonds, including their call dates and redemption prices.
RATINGS ..................................... The Bonds are rated "Aaa" by Moody's Investors Service, Inc. ("Moody's"), "AAA" by
Standard & Poor's Ratings Services, A Division of The McGraw-Hill Companies, Inc.
("S&P") and "AAA" by Fitch IBCA, Inc. ("Fitch") based upon the commitment of Ambac
Assurance Corporation to deliver a poficy of municipal bond insurance with respect to the
Bonds upon delivery of the Bonds to the Underwriters: The underlying ratings for such
bonds are "AI" by Moody's, "A+" by S&P and "A+" by Fitch (see "Bond Insurance" and
"Other Information -Ratings").
4
BOOK-ENTRY-ONLY
SYSTEM...................................... The definitive Bonds will be initially registered and delivered only to Cede & Co., the
nominee of DTC pursuant to the Book-Entry-Only System described herein. Beneficial
ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples
thereof. No physical delivery of the Bonds will be made to the beneficial owners thereof.
Principal of, premium. if any, and interest on the Bonds will be payable by the Paying
Agent!Registrar to Cede & Co., which will make distribution of the amounts so paid to the
participating members of DTC for subsequent payment to the beneficial owners of the Bonds
(see "The Bonds -Book-Entry-Only System") .
PAYMENT REcoRD ..•••.•••• .•. .••... .•. The City has never defaulted with respect to the payment of system debt.
SELECTED FINANCIAL INFORMATION
Net Coverage
Fiscal System Data
Year Kilowatt Hours System
Ended Estimated (kWh) to Peak kWh Electric
9/30 Population Ul System Demand Connections
1994 190,038 1,046,666,402 247,843 49,097
1995 191,020 1,052,328,094 243,828 50,205
1996 193,064 1,114,768,877 250,277 51,305
1997 195,367 1,141,861,210 259,750 54,085
1998 196,679 1,276,959,669 291,000 56,435
(1) Source: The City of Lubbock, Texas.
For additional information regarding the City, please contact:
Ms. Betsy Bucy
Managing Director of Finance
City of Lubbock
P .0. Box 2000
Lubbock, Texas 79457
Phone (806) 775-2161
Fax (806) 775-2051
Mr. Vince Viaille
First Southwest Company
or 100 1 Main Street
Suite 802
Lubbock, Texas 79401
Phone (806) 749-3792
Fax (806) 749-3793
5
Revenues
Available Annual
for Debt Debt Service
Service Requirements
$ 15,874,446 $ 6,007,970
17,399,328 5,716,845
15,957,266 5,043,753
12,986,327 4,672,723
15,122,867 4,207,770
Mr. Joe W. Smith
First Southwest Company
or 402 Cypress, Suite 707
P.O. Box 2754
Abilene, Texas 79604-2754
Phone (915) 672-8432
Fax (915) 675-6218
of
Annual
Debt
Service
2.64X
3.04X
3.16X
2.78X
3.59X
CITY OFFICIALS, STAFF AND CONSULTANTS
ELECTED OFFICIALS
City Council
Windy Sitton
Mayor
Maxlnce
Mayor Pro Tern and
Councilmember, District 4
Victor Hernandez
Councilmember, District I
T. J. Patterson
Councilmember, District 2
David Nelson
Councilmember, District 3
Alex "Ty" Cooke
Councilmember, District 6
Marc McDougal
Councilmember, District 5
SELECTED ADMINISTRATIVE STAFF
Length of
Service
5 Years
7 Years
5 Years
13 Years
2 Years
7 Years
6 Months
Term
Expires
May,2000
May, 2000
May, 2002
May, 2000
May, 2002
May, 2000
May, 2002
Occupation
Business Owner
Insurance Agent
Attorney-at-Law
Co-Publisher
Attorney-at-Law
Investments
· Business Owner, Real Estate
Date of Employment Date of Employment Total Government
Name Position in Current Position with City of Lubbock Service
Bob Cass City Manager September, 1992 April, 1976 22 Years
Anita Burgess City Attorney December, 1995 December, 1995 3 Years
Kaythie Darnell City Secretary September, 1996 September, 1996 15 Years
Debra Forte First Assistant City Manager January, 1995 January, 1995 20 Years
Betsy Bucy Managing Director of Finance July, 1998 January, 1985 14 Years
Paul Thompson Director ofE1ectric Utilities March, 1998 March, 1998 7 Years
CONSULTANTS AND ADVISORS
Auditors ....................................................................................................................... Robinson Burdette Martin & Cowan, L.L.P.
Lubbock, Texas
Bond Counsel ........................................................................................................................................ Fulbright & Jaworski L.L.P.
Dallas, Texas
Financial Advisor ...................................................................................................................................... First Southwest Company
Dallas, Texas
6
omCIAL STATEMENT
RELATING TO
$14,975,000
CITY OF LUBBOCK, TEXAS
ELECTRIC LIGHT AND POWER SYSTEM REVENUE
REFUNDING AND IMPROVEMENT BONDS, SERIES 1999
INTRODUCTION
This Official Statement, which includes the Appendices hereto, provides certain information regarding the issuance of
$14,975,000 City of Lubbock, Texas, Electric Light and Power System Revenue Refunding and Improvement Bonds, Series
1999. Capitalized terms used in this Official Statement have the same meanings assigned to such terms in the Ordinance to be
adopted on the date of sale of the Bonds which will authorize the issuance of the Bonds (the "Ordinance"), except as otherwise
indicated herein (see "Selected Provisions of the Bond Ordinance").
There follows in this Official Statement descriptions of the Bonds and certain information regarding the City of Lubbock (the
"City" or "Lubbock") and its finances. All descriptions of documents contained herein are only summaries and are qualified in
their entirety by reference to each such document. Copies of such documents may be obtained from the City's Financial
Advisor, First Southwest Company, Dallas, Texas.
DESCRIPTION OF nm CITY ... The City, County Seat of Lubbock County, is a political subdivision and municipal corporation
of the State, duly organized and existing under the laws of the State, including the City's Home Rule Charter. The City was
incorporated in 1909, and fJISt adopted its Home Rule Charter in 1917. The City operates under a Council/Manager form of
government with a City Council comprised of the Mayor and six Councilmembers. The Mayor is elected at-large for a two-year
term ending in an even year. Each of the six members of the City Council is elected from a single-member district for a four-
year term of office. The terms of three members of the City Council expire in each even-numbered year. The City Manager is
the chief administrative officer for the City. Some of the services that the City provides are~ public safety (police and fire
protection), highways and streets, electric, water and sanitary sewer utilities, airport, sanitation and solid waste disposal, health
and social services, culture-recreation, public transportation, public improvements, planning and zoning, and general
administrative services. The 1990 Census population for the City was 186,206; the estimated 1998 population was 196,679. The
City covers approximately 104 square miles, but is presently annexing a tract of approximately 14 square miles, which
annexation is scheduled for completion in early 1999.
PLAN OF FINANCING
PURPOSE ••• Proceeds from the sale of the Bonds will be used to (i) refund $3,750,000 principal amount of the City's outstanding
Electric Light and Power System Revenue Bonds, Series 1991 and $1,950,000 principal amount of the City's outstanding
Electric Light and Power System Revenue Refunding Bonds, Series 1991-B (collectively, the "Refunded Bonds") to lower the
overall debt service requirements of debt payable from the City's Electric Light and Power System, (ii) make improvements to
the Electric Light and Power System, including the acquisition of a new billing system, the construction of a new 100 MV A
power interconnection and other construction projects associated with the expansion of the System to meet new demands for
service and (iii) pay the costs associated with the issuance of the Bonds. See Schedule I for a more complete description of the
Refunded Bonds, including their call dates and redemption prices.
REFUNDED BoNDs ••• The principal and interest due on the Refunded Bonds are to be paid on the scheduled interest payment dates
and the respective redemption dates of such Refunded Bonds, from funds to be deposited pursuant to a certain Escrow Agreement
(the "Escrow Agreement") between the City and Norwest Bank Texas, N.A. (the "Escrow Agent"). The Ordinance provides that
from the proceeds of the sale of the Bonds received from the Underwriters, the City will deposit with the Escrow Agent the amount
necessary to accomplish the discharge and final payment of the Refunded Bonds on their respective redemption dates. Such funds
will be held by the Escrow Agent in a special escrow account (the "Escrow Fund") and used to purchase direct obligations of the
United States of America (the "Federal Securities"). Under the Escrow Agreement, the Escrow Fund is irrevocably pledged to the
payment of the principal of and interest on the Refunded Bonds.
Grant Thornton, LLP, a nationally recognized accounting firm, will verify at the time of delivery of the Bonds to the Underwriters
the mathematical accuracy of the schedules that demonstrate the Federal Securities will mature and pay interest in such amounts
which, together with uninvested funds, if any, in the Escrow Fund, will be sufficient to pay, when due, the principal of and interest
on the Refunded Bonds. Such maturing principal of and interest on the Federal Securities will not be available to pay the
Bonds (see "Other Information-Verification of Arithmetical and Mathematical Computations").
7
By the deposit of the Federal Securities and cash, ifnecessruy, with the Escrow Agent pursuant to the Escrow Agreement, the City
will have effected the defeasance of all of the Refunded Bonds in accordance with applicable law. It is the opinion of Bond Counsel
that as a result of such defeasance and in reliance upon the report of Grant Thornton, LLP, the Refunded Bonds will be outstanding
only for the purpose of receiving payments from the Federal Securities and any cash held for such purpose by the Escrow Agent and
such Refunded Bonds will cease to be outstanding obligations of the City's Electric Light and Power System payable from and
secured by a lien on and pledge of the Net Revenues of such System.
The City has covenanted in the Escrow Agreement to make timely deposits to the Escrow Fund, from lawfully available funds, of
any additional amounts required to pay the principal of and interest on the Refunded Bonds, if for any reason the cash balances on
deposit or scheduled to be on deposit in the Escrow Fund should be insufficient to make such payment.
SoURCES AND UsEs OF FuNDs ••• The proceeds {rom the sale of the Bonds will be applied approximately as follows: :
SOURCES OF FUNDS:
Principal Amount of the Bonds
Accrued Interest
Reoffering Premium
Total Sources of Funds
USES OF FUNDS:
Deposit to Escrow Fund
Deposit to the Construction Fund
Deposit to Interest and Sinking Fund
Original Issue Discount
Underwriter's Discount
Gross Bond Insurance Premium
Cost of Issuance
Rounding Amount
Total Uses of Funds
THE BONDS
$ 14,975,000.00
84,735.29
10,350.45
$ 15,070,085.74
$ 6,020,869,00
8,700,000.00
84,735.29
3,862.70
91,533.38
50,862.92
115,000.00
3,222.45
$ 15,070,085.74
DESCRIPTION OF TilE BONDS ... The Bonds are dated Januruy 15, 1999, and mature on April 15 in each of the years and in the
amounts shown on the inside cover page hereof. Interest will be computed on the basis of a 360-day year of twelve 30-day
months, and will be payable on Aprill5 and October 15, commencing April 15, 1999. The definitive Bonds will be issued only
in fully registered form in any integral multiple of $5,000 for any one maturity and will be initially registered and delivered only
to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book-Entry-Only System described
herein. No physical delivery of the Bonds will be made to the owners thereof. Principal of, premium, if any, and interest on
the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to
the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See "Book-Entry-Only
System" herein.
The Bonds will be issued only in fully-registered form in any integral multiple of $5,000 for any one maturity and will be
initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the
Book-Entry-Only System described herein. No physical delivery of the Bonds will be made to the owners thereof. Principal
of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make
distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the
Bonds. See "Book-Entry-Only System" herein.
AUTHORITY FOR ISSUANCE ... The Bonds are being issued pursuant to the Constitution and general laws of the State of Texas,
particularly Article 717k, Article 2368a and Article 1111 et seq., VATCS, as amended, and by the Ordinance passed by the City
Council.
8
SECURITY AND SOURCE OF PAYMENT ... The Bonds are special obligations of the City payable, both as to principal and interest,
solely from and, together with certain outstanding revenue bonds of the City (the "Previowily Issued Bonds") and any additional
parity bonds which may be issued in the future ("Additional Bonds'), secured by a first lien on and pledge of the Net Revenues of the
System after the payment of maintenance and operating expenses. Maintenance and operating expenses ·include contractual
payments, including purchased power and energy and fuel purchases, which under Texas law are established as operating
expenses of the System. The City has entered into contracts with Southwestern Public Service Company, a wholly-owned
subsidiary of New Centuries Energy, Inc. ("Southwestern"), and with the West Texas Municipal Power Agency ("WTMPA")
for the purchase of power and energy, and has entered into contracts with various fuel providers for the delivery of gas to the
City. The City's payment obligations under such contracts constitute operating expenses of the System. See "The System-
Power Supply".
The City is obligated with respect to $28,910,000 of revenue bonds issued by WTMPA, and, in addition, the City bas
outstanding Previously Issued Bonds secured by and payable from Net Revenues on a parity with the Bonds, as follows:
Dated
Date
5/15/91
7/15/91
7115/91
6/15/95
111/98
Outstanding
Debt(!)
$ 1,125,000
1,268,413
383,711
12,170,000
9,170,000
Issue
Description
Electric Power and Light System Revenue Bonds, Series 1991
Electric Power and Light System Revenue Refunding Bonds, Series 199i-A
Electric Power and Light System Revenue Refunding Bonds, Series 1991-B
Electric Power and Light System Revenue Refunding Bonds, Series 1995
Electric Power and Light System Revenue Bonds, Series 1998
(1) As ofJanuary 1, 1999. Excludes the Refunded Bonds.
The Bonds are not a charge upon any other income or revenues of the City and shall never constitute an indebtedness or pledge of
the general credit or taxing powers of the City. The Ordinance does not create a lien or mortgage on the properties of the System,
except with respect to the Net Revenues, and any judgment against the City may not be enforced by levy and execution against any
property owned by the City.
As additional security, the City is prepared to maintain a reserve in the Special Electric Light and Power System Revenue Bond
Retirement and Reserve Fund (the "Bond Fund") in an amount at least equal to the average annual debt service requirements of the
outstanding Previously Issued Bonds, the Bonds and any Additional Bonds issued in the future (collectively, the "Bonds Similarly
Secured") as calculated and redetermined at the time of issuance of each series of Bonds Similarly Secured (the "Required Reserve
Fund Amount"). The Reserve Portion of the Bond Fund will be fully established on the date of delivery of the Bonds (see "Table 5-
Coverage and Fund Balances" and" Selected Provisions of the Bond Ordinance").
PLEDGED REVENUES ••• All of the Net Revenues of the System, with the exception of those in excess of the amounts required to
establish and maintain the Reserve Fund and Interest and Sinking Fund, are irrevocably pledged for the payment of the Bonds and
interest thereon. The Bonds and the Previously Issued Bonds are equally and ratably secured by a first lien and pledge of the Net
Revenues of the System.
IssUANCE OF ADDITIONAL BONDS ••• In the Ordinance, the City has reserved the right to issue additional bonds ("Additional
Bonds") which may be equally and ratably secured by a parity lien on and pledge of the Net Revenues that secures the payment of
the Bonds and the Previously Issued Bonds. Such Additional Bonds may be issued under certain conditions, including a condition
that the Net Revenues for the preceding fiscal year or for any 12 consecutive months out of the 15 months preceding the date of
issuance of the Additional Bonds shall equal not less than (i) 1.5 times average annual debt service requirements and (ii) 1.2 times the
maximum annual principal and interest requirements, of the then outstanding Previously Issued Bonds and the Additional Bonds that
are being proposed for issuance.
RATEs ••• The City has covenanted in the Ordinance that it will at all times charge and collect rates for services rendered by the
System sufficient to pay all operating, maintenance, replacement and improvement expenses, any other costs deductible in
determining Net Revenues and to pay interest on and the principal of the Previously Issued Bonds, the Bonds and any Additional
Bonds, and to establish and maintain the funds provided for in the Ordinance. The City has further covenanted that, if the System
should become legally liable for any other indebtedness, it will fix and maintain rates and collect charges for the services of the
System sufficient to discharge such indebtedness.
OPTIONAL REDEMPTION ... The City reserves the right, at its option, to redeem Bonds having stated maturities on and after
April 15, 2010, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on April 15, 2009, or any date
thereafter, at the par value thereof plus accrued interest to the date of redemption. If less than all of the Bonds are to be
redeemed, the City may select the maturities of Bonds to be redeemed. If less than all the Bonds of any maturity are to be
redeemed, the Paying Agent/Registrar (or DTC while the Bonds are in Book-Entry-Only form) shall determine by lot the Bonds,
9
or portions thereof, within such maturity to be redeemed. If a Bond (or any portion of the principal sum thereof) shall have been
called for redemption and notice of such redemption shall have been given, such Bond (or the principal amount thereof to be
redeemed) shall become due and payable on such redemption date and interest thereon shall cease to accrue from and after the
redemption date, provided funds for the payment of the redemption price and accrued interest thereon are held by the Paying
Agent/Registrar on the redemption date.
NOTICE OF REDEMPTION ... Not less than 30 days prior to. a .redemption date for the Bonds, the City shall cause a notice of
redemption to be sent by United States mail,. first class, postage prepaid, to the registered owners of the Bonds to be redeemed, in
whole or in part, at the address of the registered owner appearing on the registration books of the Paying Agent/Registrar at the
close of business on the business day next preceding the date of mailing such notice. ANY NOTICE SO MAILED ,SHALL BE
CONCLUSIVELY PRESUMED TO HAVE BEEN DULY GIVEN, WHETHER OR NOT THE REGISTERED OWNER
RECEIVES SUCH NOTICE. NOTICE HAVING BEEN SO GIVEN, THE BONDS CALLED FOR REDEMPTION SHALL
BECOME DUE AND PAYABLE ON.THE SPECIFIED REDEMPTION DATE, AND NOTWITHSTANDING THAT ANY
BOND OR PORTION THEREOF HAS NOT BEENSURRENDERED FOR PAYMENT; iNTEREST ON SUCH BOND OR
PORTION THEREOF SHALL CEASE TO ACCRUE.
BooK-ENTRY-ONLY SYSTEM ... The Depository Trust Company ("DTC"), New York, New York, will act as securities
depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's
partnership nominee). One fully-registered certificate will be issued for each maturity of the Bonds in the aggregate principal
amount of each such maturity and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New. York .Banking Law,. a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning
of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds securities that its participan~s ('~Dire.ct Participants~') deposit with DTC. DTC also
facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities
through electronic ·computerized book-entry changes ·in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC
system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Participants are on file with the Securities and Exchange Commission.
Purchases of Bonds under the DTC system must be made by or through DTC Participants, which will receive a credit for such
purchases on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in tum to be
recorded on the Direct or Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of
their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well
as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interest in the Bonds are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their
ownership interests in the Bonds, except in the event that use of the book-entry system described herein is discontinued.
To facilitate subsequent transfers,· all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's
partnership nominee, Cede & Co. The deposit of Bonds with DTC and their registration in the name of Cede & Co. effect no
change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect
only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants,
and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject
to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all of the Bonds within an issue are being redeemed, DTC's practice
is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its usual procedures, DTC mails an
Omnibus Proxy to the City as soon as possible after the Record Date (hereinafter defined). The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the Record Date
(identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts on
each payable date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it
10
will not receive payment on such payable date. Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent/Registrar or the City,
subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to
DTC is the responsibility of the City, disbursement of such payments to Direct Participants shall be the responsibility of DTC,
and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable
notice to the City. Under such· circumstances, in the event that a successor securities depository is not obtained, Bonds are
required to be printed and delivered.
The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities
depository). In that event, Bonds will be printed and delivered.
DTC's Year 2000 Efforts. DTC has established a Year 2000 Project Office and will provide information concerning DTC's Year
2000 compliance to persons requesting such information. The address is as follows: The Depository Trust Company, Year 2000
Project Office, 55 Water Street, New York, New York 10041. Telephone numbers for the DTC Year 2000 Project Office are
(212) 855-8068 and (212) 855-8881. In addition, information concerning DTC's Year 2000 compliance can be obtained from
its website at the following address: www.dtc.org.
DTC management is aware that some computer applications, systems, and the like for processing date ("Systems") that are
dependent upon calendar dates, including dates before, on, or after January 1, 2000, may encounter "Year 2000 Problems."
DTC has informed its Participants and other members of the financial community (the "Industry") that it has developed and is
implementing a program so that its Systems, as the same relate to the timely payment of distributions (including principal and
income payments) to security holders, book-entry deliveries, and settlement of trades within DTC ("DTC Services"), continue
to function appropriately. This program includes a technical assessment and a remediation plan, each of which is complete.
Additionally, DTC's plan includes a testing phase, which is expected to be completed within appropriate time frames . ..
However, DTC's ability to perform properly its services is also dependent upon other parties, including but not limited to
issuers and their agents, as well as third party vendors from whom DTC licenses software and hardware, and third party
vendors on whom DTC relies for information or the provision of services, including telecommunication and electrical utility
service providers, among others. DTC has informed the Industry that it is contacting (and will continue to contact) third party
vendors from whom DTC acquires services to: (i) impress upon them the importance of such services being Year 2000
compliant; and (ii) determine the extent of their efforts for Year 2000 remediation (and, as appropriate, testing) of their
services. In addition, DTC is in the process of developing such contingency plans as it deems appropriate.
According to DTC, the foregoing information with respect to DTC has been provided to the Industry for informational purposes
only and is not intended to serve as a representation, warranty, or contract modification of any kind.
Use of Certain Terms in Other Sections of this Official Statement. In reading this Official Statement it should be understood that
while the Bonds are in the Book-Entry-Only System, references in other sections of this Official Statement to registered owners
should be read to include the person for which the Participant acquires an interest in the Bonds, but (i) all rights of ownership
must be exercised through DTC and the Book-Entry-Only System, and (ii) except as described above, notices that are to be
given to registered owners under the Ordinance will be given only to DTC.
Information concerning DTC and the Book-Entry System has been obtained from DTC, and is not guaranteed as to accuracy or
completeness by, and is not to be construed as a representation of, the City or the Underwriters.
PAYING AGENT/REGISTRAR ..• The initial Paying Agent/Registrar is Chase Bank of Texas, National Association, Austin, Texas.
In the Ordinance, the City retains the right to replace the Paying Agent/Registrar. The City covenants to maintain and provide a
Paying Agent/Registrar at all times until the Bonds are duly paid and any successor Paying Agent/Registrar shall be a
commercial bank or trust company organized under the laws of the State of Texas or other entity duly qualified and legally
authorized to serve as and perform the duties and services of Paying Agent/Registrar for the Bonds. Upon any change in the
Paying Agent/Registrar for the Bonds, the City agrees to promptly cause a written notice thereof to be sent to each registered
owner of the Bonds by United States mail, first class, postage prepaid, which notice shall also give the address of the new Paying
Agent/Registrar.
TRANSFER, EXCHANGE AND REGISTRATION •.. In the event the Book-Entry-Only System should be discontinued, printed
certificates will be issued to the owners of the Bonds and thereafter the Bonds may be transferred and exchanged on the
registration books of the Paying Agent/Registrar only upon presentation and surrender to the Paying Agent/Registrar and such
transfer or exchange shall be without expense or service charge to the registered owner, except for any tax or other governmental
charges required to be paid with respect to such registration, exchange and transfer. Bonds may be assigned by the execution of
an assignment form on the respective Bonds or by other instrument of transfer and assignment acceptable to the Paying
11
Agent/Registrar. New Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bonds being transferred or
exchanged, at the designated office of the Paying Agent/Registrar, or sent by United States mail, first class, postage prepaid, to
the new registered owner or his designee. To the extent possible, new Bonds issued in an exchange or transfer of Bonds will be
delivered to the registered owner or assignee of the registered owner in not more than three business days after the receipt of the
Bonds to be canceled, and the written instrument of transfer or request for exchange duly executed by the registered owner or his
duly authorized agent, in form satisfactory to the Paying Agent/Registrar. New Bonds registered and delivered in an exchange
or transfer shall be in any integral multiple of $5,000 for any one maturity and for a like aggregate designated amount as the
Bonds surrendered for exchange or transfer. See "Book-Entry-Only System" herein for a description of the system to be utilized
initially in regard to ownership and transferability of the Bonds. Neither the City nor the Paying Agent/Registrar shall be
required to transfer or exchange any Bond called for redemption, in whole or in part, within 45 days of the date fixed for
redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of the
uncalled balance of a Bond.
RECORD DATE FOR INTEREST PAYMENT ... The record date ("Record Date") for the interest payable on the Bonds on any
interest payment date means the close of business on the last business day of the preceding month.
In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such
interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment
of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date ofthe
past due interest ("Special Payment Date", which shall be 15 days after the Special Record Date) shall be sent at least five
business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Holder of
a Bond appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business day next
preceding the date of mailing of such notice.
BoNDHOLDERS' REMEDIES ..• Except for the remedy of mandamus to enforce the City's covenants and obligations under the
Ordinance, the Ordinance does not establish other remedies or specifically enumerate the Events of Default with respect to the
Bonds. The Ordinance does not provide for a trustee to enforce the covenants and obligations of the City. In no event will registered
owners have the right to have the maturity of the Bonds accelerated as a remedy. The enforcement of the remedy of mandamus may
be difficult and time consuming. No assurance can be given that a mandamus or other legal action to enforce a default under the
Ordinance would be successful. Furthermore, the City is eligible to seek relief from its creditors under Chapter 9 of the U.S.
Bankruptcy Code. Although Chapter 9 provides for the recognition of a security interest represented by a specifically pledged source
of revenues, such provision is subject to judicial construction. Chapter 9 also includes an automatic stay provision that would
prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or bondholders of an entity which
has sought protection tinder Chapter 9. Therefore, should the City avail itself of Chapter 9 protection from creditors, the ability to
enforce any remedies under the Ordinance would be subject to the approval ofthe Bankruptcy Court (which could require that the
action be heard in Bankruptcy Court instead of other federal or state court); and the Bankruptcy Code provides for broad
discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinion of Bond Counsel will
note that all opinions relative to the enforceability of the Ordinance and the Bonds are qualified with respect to the customary rights
of debtors relative to their creditors. In addition, while the City has covenanted that the Bonds are payable from and equally and
ratably secured by a first lien on and pledge of the Net Revenues of the System, Bond Counsel will opine the enforceability of such
lien and pledge may be affected by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors'
rights or the exercise of judicial discretion in accordance with general principles of equity.
12
BOND INSURANCE
The information contained or referred to in this Official Statement relating to the Insurer and the Insurance Policy has been
provided by the Insurer. Such information . has not been independently verified by the City or the Underwriters and is not
guaranteed as to completeness or accuracy by the City or the Underwriters and is not to be construed as a representation of the
City or the Underwriters. Reference is made to the specimen of the Insurer's policy attached hereto as Appendix D.
Payment Pursuant to Municipal Bond Insurance Policy • . . Ambac Assurance has made a commitment to issue a municipal
bond insurance policy (the "Municipal Bond Insurance Policy") relating to the Bonds effective as of the date of issuance of the
Bonds. Under the terms of the Municipal Bond Insurance Policy, Ambac Assurance will pay to the United States Trust
Company of New York, in New York, New York or any successor thereto (the "Insurance Trustee") that portion of the
principal of and interest on the Bonds which shall become Due for Payment but shall be unpaid by reason of Nonpayment by
the Issuer (as such terms are defmed in the Municipal Bond Insurance Policy). Ambac Assurance will make such payments to
the Insurance Trustee on the later of the date on which such principal and interest becomes Due for Payment or within one
business day following the date on which Ambac Assurance shall have received notice of Nonpayment from the Trustee/Paying
Agent. The insurance will extend for the term of the Bonds and, once issued, cannot be canceled by Ambac Assurance.
The Municipal Bond Insurance Policy will insure payment only on stated maturity dates and on mandatory sinking fund
installment dates, in the case of principal, and on stated dates for payment, in the case of interest. If the Bonds become subject
to mandatory redemption and insufficient funds are available for redemption of all outstanding Bonds, Ambac Assurance will
remain obligated to pay principal of and interest on outstanding Bonds on the originally scheduled interest and principal
payment dates including mandatory sinking fund redemption dates. In the event of any acceleration of the principal of the
Bonds, the insured payments will be made at such times and in such amounts as would have been made had there not been an
acceleration.
In the event the Trustee/Paying Agent has notice that any payment of principal of or interest on a Bond which has become Due
for Payment and which is made to a Bondholder by or on behalf of the Issuer has been deemed a preferential transfer and
theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code in accordance with a final,
nonappealable order of a court of competent jurisdiction, such registered owner will be entitled to payment from Ambac
Assurance to the extent of such recovery if sufficient funds are not otherwise available.
The Municipal Bond Insurance Policy does not insure any risk other than Nonpayment, as defmed in the Policy. Specifically,
the Municipal Bond Insurance Policy does not cover:
l. payment on acceleration, as a result of a call for redemption (other than mandatory sinking fund redemption) or as a
result of any other advancement of maturity.
2. payment of any redemption, prepayment or acceleration premium.
3. nonpayment of principal or interest caused by the insolvency or negligence of any Trustee or Paying Agent, if any.
If it becomes necessary to call upon the Municipal Bond Insurance Policy, payment of principal requires surrender of Bonds to
the Insurance Trustee together with an appropriate instrument of assignment so as to permit ownership of such Bonds to be
registered in the name of Ambac Assurance to the extent of the payment under the Municipal Bond Insurance Policy. Payment
of interest pursuant to the Municipal Bond Insurance Policy requires proof of Bondholder entitlement to interest payments and
an appropriate assignment of the Bondholder's right to payment to Ambac Assurance.
Upon payment of the insurance benefits, Ambac Assurance will become the owner of the Bond, appurtenant coupon, if any, or
right to payment of principal or interest on such Bond and will be fully subrogated to the surrendering Bondholder's rights to
payment.
Ambac Assurance Corooration ... Ambac Assurance Corporation (" Ambac Assurance") is a Wisconsin-domiciled stock
insurance corporation regulated by the Office of the Commissioner of Insurance of the State of Wisconsin and licensed to do
business in 50 states, the District of Columbia, the Territory of Guam and the Commonwealth of Puerto Rico, with admitted
assets of approximately $3,200,000,000 (unaudited) and statutory capital of approximately $1,815,000,000 (unaudited) as of
September 30, 1998. Statutory capital consists of Ambac Assurance's policyholders' surplus and statutory contingency reserve
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., Moody's Investors Service and Fitch
meA, Inc. have each assigned a triple-A financial strength rating to Ambac Assurance.
Ambac Assurance has obtained a ruling from the Internal Revenue Service to the effect that the insuring of an obligation by
Ambac Assurance will not affect the treatment for federal income tax purposes of interest on such obligation and that insurance
proceeds representing maturing interest paid by Ambac Assurance under policy provisions substantially identical to those
13
contained in its Municipal Bond Insurance Policy shall be treated for federal income tax purposes in the same manner as if such
payments were made by the issuer of the Bonds.
Ambac Assurance makes no representation regarding the Bonds or the advisability of investing in the Bonds and makes no
representation regarding, nor has it participated in the preparation of, the Official Statement other than the information supplied
by Ambac Assurance and presented under the heading "BOND INSURANCE".
Available Information ... The parent company of Ambac Assurance, Ambac Financial Group, Inc. (the "Company"), is
subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices at 7 World Trade Center, New York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, lllinois 60661. Copies of such material can be obtained from the public reference section of the
Commission at 450 Fifth Street, N. W., Washington, D.C. 20549 at prescribed rates. In addition, the aforementioned material
may also be inspected at the offices of the New York Stock Exchange, Inc. (the "NYSE") at 20 Broad Street, New York, New
York 10005. The Company's Common Stock is listed on the NYSE.
Copies of Ambac Assurance's financial statements prepared in accordance with statutory accounting standards are available
from Ambac Assurance. The address of Ambac Assurance's administrative offices and its telephone number are One State
Street Plaza, 17th Floor, New York, New York 10004 and (212) 668-0340.
Incorporation of Certain Documents by Reference . . . The following documents filed by the Company with the Commission
(File No. 1-10777) are incorporated by reference in this Official Statement:
1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and filed on March 31,
1998;
2. The Company's Current Report on Form 8-K dated March 27, 1998 and filed on March 27, 1998;
3. The Company's Amendment to its Annual Report on Form 10-K/A for the fiscal year ended December 31, 1997 and
filed on March 31, 1998.
4. The Company's Quarterly Report on Form 10-Q for the fiscal quarterly period ended March 31, 1998 and filed on
May 15, 1998; and
5. The Company's Quarterly Report on Form 10-Q for the fiscal quarterly period ended June 30, 1998 and filed on
August 14, 1998; and
6. The Company's Quarterly Report on Form 10-Q for the fiscal quarterly period ended September 30, 1998 and filed
on November 13, 1998.
All documents subsequently filed by the Company pursuant to the requirements of the Exchange Act after the date of this
Official Statement will be available for inspection in the same manner as described above in "Available Information";
14
THE SYSTEM
(LUBBOCK POWER AND LIGIIT)
The City's electric utility system, known as Lubbock Power and Light ("LP&L"), was established in 1916, and is at present the
largest municipal system in the West Texas region and the third largest in the State of Texas. LP&L and Southwestern, an investor-
owned utility company operating within the corporate limits of the City, each provide electric service to residents and businesses of
the City. In 1997, Southwestern and Public Service Company of Colorado were merged into a new corporation known as New
Century Energies, Inc.; Southwestern is a wholly-owned subsidiary of New Century Energies, Inc. Essentially all of the City is
covered by both systems, each of which has parallel lines throughout the City; one small area is served exclusively by South Plains
Electric Cooperative and one small area is served exclusively by LP&L. As ofSeptember 30, 1998, LP&L served 65.17% of all
customers in the City, with 56,435 metered connections, and Southwestern supplied power to 34.83% of the electric customers in the
City. For the year ended September 30, 1998, LP&L's power sales represented 55% of all kilowatt hours sold in the City.
Southwestern serves an area covering parts of five states including the Panhandle and South Plains of Texas, parts of eastern New
Mexico, western Oklahoma and southern Kansas with an integrated electric generating and distribution system. Southwestern was
granted a new 20-year franchise by the City in 1982. The company pays the City a franchise tax of 3% of its gross receipts which is
deposited into the City's General Fund; LP&L makes an equivalent payment in lieu of taxes to the General Fund of the City, in
addition to other transfers to the General Fund.
Power Supply
LP&L generates part of its power requirements through the use of three generating stations located within the City. In the fiscal year
ending 9-30-98 the City generated approximately 39.8% of its power. These plants are geographically separated and deliver bulk
power to substations through a 69 kilovolt (kV) transmission loop system. The City purchases the balance of its power, as described
below.
Generating Stations ... The total generating capacity ofLP&L is 242,500 kilowatts (kW). Gas turbine generators provide the system
with 52,500 kW of ready reserve and quick-start generation for emergency and peaking service. A high efficiency 20,000 kW gas
turbine at Texas Tech University (E.Z. Brandon Station) is base loaded.
TABLE 1 • GENERATING STATIONS
Generator
Year Capacity
Manufacturer Installed Station Prime Mover Fuel inkW
Nordberg 1946 J.R. Massengale* Diesel Dual Fuel 2,500
Nordberg 1947 J.R. Massengale* Diesel Dual Fuel 2,500
Westinghouse 1952 J.R. Massengale* Steam Turbine Gas 11,500
Westinghouse 1953 J.R. Massengale* Steam Turbine Gas 11,500
Westinghouse 1955 J.R. Massengale* Steam Turbine Gas 22,000
Westinghouse 1958 J.R. Massengale* Steam Turbine Gas 22,000
Westinghouse 1964 Holly Gas Turbine Gas 12,500
General Electric 1965 Holly Steam Turbine Gas or Oil 44,000
Worthington 1971 Holly Gas Turbine Gas or Oil 18,000
General Electric 1974 Holly Gas Turbine Gas .22,000
General Electric 1978 Holly Steam Turbine Gas or Oil 54,000
General Electric 1990 E.Z. Brandon Gas Turbine•• Gas 20,000
242,500
• Renovation of four generating units at J.R. Massengale Plant was completed in 1997 adding approximately 38.5 MW usable
generation to the LP&L system. LP&L, under contract with WTMP A, is presently constructing a new 40 MW generator and is
re-powering a 22 MW generation unit for the WTMPA (collectively, the "WTMPA Project") at the City's J.R. Massengale
Plant. LP&L is entitled to approximately 85% of the generation of the WTMPA Project.
** High efficiency, cogeneration plant located at Texas Tech University; waste heat is used to produce steam which is sold to the
University.
The .Southwest Power Pool ... ·The City is in the Southwest Power Pool, an interconnected interstate electric grid including
portions of west Texas, which includes the generating and transmission facilities of the City (and the other member cities of
WTMPA) and Southwestern. Within the Southwest Power Pool, there is a severe electric capacity shortage and, due to a
limited number of interconnections with other power pools (such as the Electric Reliability Council of Texas or "ERCOT")
with surplus capacity, the City and others in the Southwest Power Pool are unable to economically purchase. electric power.
15
During periods of high electric load conditions in the summer and during plant outages, Southwestern has curtailed electric
power transmission in its effort to maintain required electric reserves. During such curtailments (occurring frequently in the
summer months), the City cannot import purchased power, must operate inefficient and uneconomic generation units and, at
times, purchase emergency P<>wer from Southwestern at very expensive rates. During the summer of 1998, the City
experienced a power blackout during a period of curtailed transmission.
LP&L is participating in the WTMPA Project in order to reduce its reliance on high cost purchased power. It is anticipated
that the WTPMA Project will produce firm power for LP&L which will reduce LP&L's purchased power requirements. Over
the expected 35 year life of the WTMPA Project, LP&L expects $336,219,965 in savings as compared to buying the same
capacity from others, including Southwestern. This total amount is equivalent to $162,999,902 in present value costs or an
average present value savings of· $4,657,140 per year. LP&L's fiscal year 1999 savings are expected to be approximately
$2,000,000.
Interconnection ... An interconnection with Southwestern was completed and LP&L commenced buying power from Southwestern
in December, 1981. In April, 1986, a second interconnection with Southwestern was energized; each interconnection is capable of
providing up to 100 MW to LP&L. Proceeds of the Bonds are expected to be used during 1999 to construct a third 100 MW
interconnection with the Southwestern transmission system at a new substation to be located east of the City.
Purchased Power ... LP&L's contract with Southwestern was executed in Januruy, 1994, and extends to December 31, 2004, with
year-to-year extensions thereafter subject to termination upon five years' notice by either party. The contract provides for "firm
power", "emergency energy" and "non-firm" energy; non-firm energy purchases by LP&L are made on an economic dispatch basis
and are subject to Southwestern's sole discretion to make such sales. LP&L specifies its firm power requirements five years in
advance subject to adjustment by plus or minus 10% at least one year in advance; LP&L pays a capacity charge for firm power
whether used or not LP&L designated 45 MW for 1997 through 2001, however, LP&L and Southwestern have agreed that for the
twelve months ending June 30, 1999, the City may take an additional 30MW of interruptible power (for a total of 45MW of firm
power and 30 MW of interruptible power) monthly. Beginning Januruy 1, 1997, LP&L's agreement with Southwestern permits
LP&L to buy power from other sources, and LP&L has contracted with WTMPA for additional purchased power, as described
below.
Gas Supply Contracts ... The City uses approximately 7 Billion Cubic Feet ("BCF") of natural gas each year, and has entered into
long-term contracts (contracts exceeding one year in duration) for the supply of approximately 4 BCF per year. The balance of the
City's gas supply is acquired on the basis of spot market purchases.
The City entered into a five-year agreement with Power-Tex Joint Venture effective Januruy 1, 1995. This contract requires the
City to purchase 4 BCF in 1998.and 1999. The price is based upon an index published in "Inside PERC's Gas Market Report"
each month under a table entitled "Price of Spot Gas Delivered to Pipelines"· for gas delivered into the Northern Natural Gas
company in Texas, Oklahoma and.Kansas plus $0.15. The contract provides for the transportation of gas at an additional charge
of $0.15 per million Btus (Mbtu). The contract permits the City to nominate a volume of gas and delivery period (not to exceed
12 months) to be fixed in price upon 30 days notice. This clause allows the City to reduce its exposure to price increases during
the specified period. The contract also permits the City to purchase an additional 10,000 Mbtus of natural gas per day if it needs
the gas for the E. Z. Brandon facility.
The City Council approved a gas sales contract.with LG&E Marketing Inc. effective July I, 1998 for lO years to supply fuel to
the WTMPA Project, when completed, and the Brandon cogeneration plant of the City, which is located on the Texas Tech
campus. This contract incorporates the 4 BCF from the 1995 contract In addition this contract will supply 1 BCF of gas to
Brandon, beginning September 1, 1998, and 0.5 BCF to the WTMPA Project, commencing upon completion of there-powering
project (estimated to begin June 23, 1999). The contract requires the City to purchase between 12.5 MCF and 45 MCF of gas
per day, and to purchase annually a minimum of 5.5 BCF. The sale price for the first 4 billion Btu of gas delivered on the
Power-Tex pipeline annually consists of a base price (the Inside F.E.R.C. spot gas price index for Texas, Oklahoma and Kansas
plus $0.15 per million Btu), plus a base transportation charge of$0.15 per million Btu, plus certain additional fees and charges.
All amounts over 4 BCF and all amounts after the fourth contract year will be at the F.E.R.C. ·index above or on Market Center
Spot Gas .Price for West Texas W AHA Index plus $0.025 per million Btu plus a transportation amount of $0.10 per million Btu
or $0.07 per million Btu (for amounts over 458,000 MMBtu per month ). The City may at its option irrevocably fix for a period
of 12 months the base price for gas to the current day's rate.
In 1998, the City entered into a 20 year gas supply agreement with Texas Municipal Gas Corporation, a Texas non-profit
corporation created by the City of LaGrange, Texas {"TMGC"), for the purpose of acquiring mineral interests for sale to tax-
exempt entities such as the City. Under the TMGC contract, LP&L is obligated to purchaSe gas and/or "swap" its gas supplies
received from other . vendors with gas provided under the contract by TMGC. LP&L has agreed to purchase or. swap
approximately 7.83 BCF of gas annually. The City anticipates that it will swap the TMGC gas with other vendors to which the
City is contractually committed to buy gas. Because TMGC will finance its gas acquisitions with tax-exempt bonds, among
other reasons, LP&L anticipates that it will realize a 10% savings in LP&L's fuel cost as .a ,result of the TMGC contract. The
City's obligations under the TMGC contract can be terminated under certain conditions, including the sale of the System by the
16
City. TMGC may allocate gas among the City and others purchasing gas from it in the event that TMGC is unable to procure
sufficient gas to meet the demands of its contracting entities. ·
The City also has a contact for the purchase of the full production of the Choctaw Field. The price of this gas in recent years has
varied around the $2.00 per MMbtu level. The agreement expires in 2000.
Gas can be delivered to the Holly Plant through three pipelines connected to the plant, including a pipeline owned by Hadson
Gas Corporation and a line owned by Energas Corporation.
Transmission and Distribution ... A 69,000 volt (69 kV) transmission loop system, 78.21 miles in length, provides bulk power to
eleven 69,000/12470 bulk substations with a combined base capacity of 351 megavolt amps (MV A). With all cooling systems in
operation, these substations could provide up to 532 MVA. Of the above 69kV transmission lines, 27.41 miles have been
constructed for operation at 115 kV. When system load dictates, these lines will be energized to 115kV and provide an additional
2500/o of transmission capacity due to the increased voltage. The two interconnections with Southwestern are tied to LP&L through
4.35 miles of230 kV transmission lines.
The distribution system includes approximately 662.46 miles of overhead distribution lines and approximately 235.36 miles of
underground distribution lines. There are three 12,470/4160 volt substations in the distribution system. Net system load for Fiscal
Year Ended September 30, 1998, was 1,276,959,669 kilowatt hours (kWh) with a peak demand of291,000 kW.
Continuing Transmission and Distribution System Improvement Program ... Since 1980 the City estimates that it has spent over $78
million on distribution system improvements, almost all of which has been financed with operating reserves. The City has adopted
a five year capital improvement plan (the "CIP") for LP&L which identifies approximately $38.68 million of future-year
capital improvements for the physical plant, generation and transmission facilities of the System. In addition to the amount that
is identified for future-year improvements, there are approximately $7.9 million in expenditures slated by the City for System
iinprovements in the current fiscal year that were initiated in prior years.
Integrated Resource Plan . . .In 1994, the City contracted with Resource Management International Inc. ("RMI'') to conduct an
Integrated Resource Plan for LP&L to assist in planning for the most reliable and economical method of supplying power to LP&L's
growing loads. RMI was specifically instructed to fmd the lowest cost approach in meeting these loads for both the short term and
long tenn, with all reasonable alternatives to be considered. The report, completed in July 1995, addressed certain specific
alternatives, including:
A. Continue operations ofLP&L's existing generation and purchase remaining needs as required.
B. Upgrade and modify LP&L's existing generation to produce additional power and purchase remaining needs as required.
C. Construct or participate in new generation to supplement LP&L's existing system.
D. Sell LP&L's existing generation and purchase all needed power from others.
E. Sell LP&L.
F. Some combination of the above or other alternatives not listed.
In accordance with the integrated resource plan, among other actions taken, LP&L has upgraded the J .R. Massengale Plant,
has entered into new power and fuel supply agreements and has undertaken the WTMPA Project. LP&L is presently soliciting
proposals from engineers for the purpose of updating the integrated resource plan.
West Texas Municipal Power Agency
Organization and Powers ... WTMPA is a municipal power agency which was formed under Article 1435a, Vernon's
Annotated Texas Civil Statutes, as amended, now codified as Chapter 163, Texas Utilities Code, by concurrent ordinances
adopted by the governing bodies of the cities of Brownfield, Floydada, Lubbock and Tulia, Texas (the "Cities") in 1983.
WTMPA is a separate municipal corporation, a political subdivision of Texas and body politic and corporate.
Under State law, WTMPA is given the power to engage in the business of the generation, transmission, sale and exchange of
electric energy to participating public entities or a private entity that owns jointly with WTMP A an electric generating facility
in the State of Texas. WTMPA does not jointly own any facilities. Since its creation in 1983 and until the completion of the
WTMPA Project, scheduled for May 1999, WTMPA has not operated any electric facilities. WTMPA has entered into a
power sales contract (the "Power Sales Contract") with each member City and a power capacity agreement between WTMPA
and the City (the "WTMPA Power Capacity Agreement") as described below, and an operation and management agreement
with the City (the "Management Agreement") to provide for the operation of the WTMPA Project by the City for the benefit
ofWTMPA.
WTMP A is governed by a board consisting of eight directors who serve without compensation. The governing body of each of
the four member Cities appoints two persons to serve on the WTMP A board. The affirmative vote of a majority of the
17
Directors present (six Directors comprise a quorum) is required for the board of WTPMA to take any action except for certain
extraordinary actions which require an affirmative vote of six Directors and a majority interest of Cities based on kWh.
The WTMPA Project ... In June 1998, WTMPA issued $28,910,000 of its Revenue Bonds, Series 1998 primarily to finance
the construction and acquisition of a 62 MW electric co-generation project. The WTMPA Project, when c;,omple~ in the
spring of 1999, will consist of a 40 MW combustion turbine generator and the re-powering of an existing 22 MW
Westinghouse non-reheat, condensing generation unit (the "Re-powered Unit"}, each loc;:ated at LP&L's ~.R . .Massengale Plant.
The WTMPA Project also includes all required facilities necessary to operate the. WTMPA Project .in conju11ction. with
LP&L's existing electrical system, including substation expansion, relaying and controls. The City has guaranteed the payment
of a major part of WTMPA's revenue bonds.
The WTMPA Power Capacitv Agreement ... WTMPA and the City have entered .into the. Power Capacity Agreement
whereby the City, in consideration of WTMP A· providing the funds necessary to finance the re-powering of the · Re-powered
Unit, will dedicate all capacity and output of such unit to WTMPA at the City's reasonable, actual cost of operating such.unit.
Under the terms of the Power Capacity Agreement, the City has agreed to use its best efforts to supply a comparable amount
of replacement power from another source to WTMP A in the event that the Re-powered unit is unavailable and WTMP A has
agreed to make payments to the City at the City's reasonable actual cost of such power unless such failure was a result of the
City's improvident utility practices .. The term of the Power Capacity Agreement is of equal duration with any outstanding
Bonds and shall be continued thereafter until terminated by either party with one year's notice. The Power capacity Agreement
may be amended by Lubbock and WTMPA.
Fuel Supply ... Under the Management Agreement, WTMPA will obtain the gas supply for the WTPMA Project fi:om the
City. The gas acquired by WTMPA from or through the City will be at the City's reasonable actual cost. (See "The System-
Gas Supply and Transportation Contracts.") ·
Transmission Facilities ... WTMPA does not own and operate any electric transmission facilities ... Electric power from the
WTMPA Project will be delivered through LP&L's transmission facilities to existing LP&L-Southwestern interconnections.
Future Facilities and Additional Projects ... WTMPA is not currently planning any additional facilities or projects. WTMPA
contemplates that WTMP A· will enter into future firm power purchase contracts with other power providers to the extent .that
any of the Cities require additional power and energy beyond such Cities' existing electric generation capacity, the electric
generation from the Project and any existing firm power purchase contracts of such Cities.
18
CERTAIN FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY AND THE SYSTEM
General Factors Affecting the Electric Utility Industry
The electric utility industry in general has been experiencing, or may in the future, experience, problems including (a) the effects of
inflation upon the costs of operation and construction of generating units, (b) substantially increased capital outlays and longer
construction periods for the larger and more complex new generating units, (c) uncertainties in predicting future load requirements,
(d) problems of cost and availability of fuel, (e) compliance with rapidly changing environmental, safety and licensing requirements,
(f) the effects of conservation on the use of electric energy, (g) uncertainties associated with the development of a national energy
policy and (h) increased competition from cogenerators, independent power producers and retail wheeling (should open retail
wheeling become a legal regulatory reality, as wholesale wheeling has). Any of these factors may require modification of facilities
with resulting increases in construction and operation costs.
Federal Tax Regulatory Changes
Temporary and proposed regulations were published in the Federal Register by the Internal Revenue Service on January 22,
1998. These regulations interpret the provisions of the Internal Revenue Code that relate to the use of tax-exempt obligations
to provide output facilities, including electric and gas generation, transmission and distribution facilities and water treatment
and distribution facilities. These regulations apply to the Bonds and other obligations, other than certain refunding obligations,
issued after February 22, 1998 and to certain requirements contracts entered into, extended or amended after February 22,
1998. These regulations are intended to address the deregulation of the electric industry as mandated by the Energy Policy Act
of 1992. Under these regulations, certain mandated and discretionary actions, involving contractual sales or transmission of
output by governmentally-owned utilities, including the City, to private utilities and other entities, including electric
cooperatives, may be treated as disqualified use.
Increased Competition and Other Competitive Matters
General. .. With the passage of the Energy Policy Act of 1992 ("Energy Act") and the Texas Public Utility Regulatory Act
("PURA "), the United States Federal Energy Regulatory Commission (the "FERC") and the Public Utility Commission of
Texas (the "PUC") now have authority to direct utilities to make their transmission systems available for use by others at rates
and terms comparable to the owners' uses of their own systems. The PUC bas adopted open access rules. (See "Certain
Factors Affecting the Electric Utility Industry and the System-PUC Transmission Rate Order.") This new "open-access"
environment has begun to provide an expanded and more competitive market for both generators and wholesale purchasers of
electricity, and such increased competition is expected to continue in the future. In 1995, the Texas Legislature amended
provisions of PURA which required the PUC·to implement wholesale electric utility competition in the state. In addition, a
number of bills have been filed in the U.S. Congress that, if enacted, would accelerate the trend towards wholesale, and
possibly retail, electric competition on a national basis.
Retail Wheeling ... The authority to order retail wheeling, which allows a retail customer to be located in one utility's service
area and to obtain power from another utility or non-utility source, is specifically excluded from the enhanced authority granted
to the FERC under the Energy Act. The States have authority to determine whether retail wheeling will be permitted within
their jurisdictions. To date, no legislation regarding retail wheeling has been approved by the Texas Legislature. The 1997
Texas Legislature considered substantive electric industry deregulation legislation which included various forms of retail
wheeling. While no legislation was finally adopted, it is anticipated that the 1999 Texas Legislature will consider similar
legislation.
Proposed Changes in Federal Regulation of Electric Utilities ... On April24, 1996, the FERC issued a Final Rule (the "FERC
Rule") proposing significant changes regarding transmission service performed by electric utilities subject to the FERC's
jurisdiction under sections 205 and 206 of the Federal Power Act. Among other things, the FERC requires utilities to submit
open-access, mandatory transmission tariffs. The goal of the FERC Rule, according to the FERC, is to deny to an owner of
transmission facilities any unfair advantage over its competitors that exists by virtue of such owner's control of its transmission
system.
Although municipally-owned utilities, including the City, are not subject to the FERC' s jurisdiction under sections 205 and 206
of the Federal Power Act, the proposals in the FERC Rule could have a significant effect on those utilities. The FERC stated
that its overall objective was to ensure that all participants in wholesale electricity markets have non-discriminatory open access
to transmission service, including network transmission service and ancillary services. The FERC also indicated that it intends
to apply the principles set forth in the FERC Rule to the maximum extent to municipal and other non-jurisdictional utilities,
both in deciding cases brought under sections 211 and 212 of the Federal Power Act and by requiring such utilities to agree to
provide open access transmission service as a condition to securing transmission service from jurisdictional investor-owned
utilities under open access tariffs.
19
According to the PERC Rule, an open access transmission tariff must provide for functional unbundling of utility service, so
that the filing utility will be obliged to purchase transmission service to meet its native load under the same transmission .tariff
it offers to others. A conforming tariff must be available to any entity eligible to request a seetion 211 order, must provide for
expansion of the transmission system when necessary to provide service, must offer firm point-to-point and network service as
well as non-firm transmission service, and must offer to provide such ancillary services (e.g., reactive power, loss
compensation, scheduling and dispatch, system protection and energy imbalanCe services) as the transmission provider provides
to itself. Transmission capacity must be subject to reassignment and sale on a secondary market. Transmission owners must
also make available to potential users an index of capacity owners and information about the transmission capacity available for
sale. ·
The PERC • also ruled that it will permit utilities that file conforming open access transmission tariffs t& recover their legitimate
and verifiable stranded costs from wholesale sales customers who had been pariies to sales contracts executed before July 11,
1994 which did not contain an exit fee or other provision relating to stranded cost recovery and who exercised their option to
become transmission customers and purchase their electricity needs off-system. In order to reci>ver stranded costs, the FERC
said, a utility would be required to demonstrate that it had a "reasonable expectation" of continuing to serve the former
customer's requirements for electric sales service and would also be required to demonstrate that it had attempted to mitigate
its stranded costs. ·
Recovery of stranded costs resulting· from retail wheeling initially would be the responsibility of state regulatory commissions,
which could not permit such recovery in interstate transmission rates but must, instead, use such mechanisms as a surcharge
upon rates for local distribution or an exit fee for departing retail customers to compensate utilities for stranded costs stemming
from retail wheeling. If; however, a state commission lacked legal authority to provide for compensating utilities for stranded
costs resulting from retail wheeling or if the stranded costs result from a formerly retail sale customer becoming a wholesale
customer (e.g., by municipalization), the PERC itself would permit the recoverable stranded costs to be recovered in interstate
transmission rates.
Although the PERC Rule does not directly regulate non-jurisdictional utilities such as the City, the PERC Rule could have a
significant impact on such utilities' operations. It could significantly change the competitive climate in which they operate,
·giving their customers much greater access to alternative sources of electric sales service. It would require them to provide
open access transmission service conforming to the requirements for. investor-owned utilities whenever they are properly
requested to do so under sections 211 and 212 of the Federal Power Act or as a condition of taking transmission service from
an investor owned utility. In certain circumstances, it would require non-jurisdictional utilities to pay compensation to their
present suppliers of wholesale power and energy for the stranded investment that may arise when the non-jurisdictional utilities
exercise their option to switch to an alternative supplier of electricity. ·
Changes in Service Area . . . The System's service area consists of the area within its current boundaries, except for a small portion
of the City which is served by the South Plains Electric Cooperative ("SPEC").· The area surrounding the City is'generally served by
other investor owned utilities or electric cooperatives which have been certificated as to their right to serve a distinct area As a result
of a settlement entered into in 1982 between the City and SPEC, the PUC has approved the expansion of the City's service area into
certain areas to the southeast and west of the City, if such area is eventually annexed and becomes part of the City. The City is
generally growing to the south and southwest, with the fastest area of growth being the southwest, in the area certificated for service
by SPEC.
Competition with Southwestern Public Service Company ... Few, if any other municipally-owned electric utilities in the State,
compete as directly as the System does with Southwestern. In recent years the System has continued to add market share versus the
shrinking Southwestern customer base. In competing with Southwestern, the City competes with an investor-owned utility which
has 'a service base in five states and access to capital and management which is commensurate with Its size. The City represents one
of; :ifnot the, largest .cities served by Southwestern .. In recent years the City has generally been able to purchase relatively low cost
.power from 'Southwestern to supplement its own production. The City believes that it can continue to provide a mix of purchased
power and generated power so that it can continue to operate the System profitably notwithstanding that it expects that it will
• continue to have to match or beat the rates of Southwestern in order to maintain or increase its' market share. In addition, if the two
utilities continue to offer power at the same or very similar rates, non-price competition factors will be an important determinant to
maintaining market share. The City is committed to offering its customers reliable service, convenience in paying their electric bills,
·providing personai service and other measureS Which it believes are importlint in marketing the System to the community. LP&L, as
:ofSeptember 30, 1998, had 65.17% ofthe electric meters in Lubbock. ' ·
Contribution to the City's ~General Furid .. . . LP&L makes substantial annual contributions to the City's General Fund and other
Funds. These contributions totaled $8,431;372 (unaudited) in fiscal year ended September 30; 1998. ' The System's contribution to
the General Fund :is in part a payment in lieu of taxes, a payment in lieu of franchise taxes and a reimbursement of amounts collected
. attributable to street lighting in the City.-In 1998, the System's contribution 'to the General Fund represented approximately IO.OSO/o
of General Fund revenues. ·
20
PUC Transmission Rate Order
On February 7, 1996, the PUC adopted open access rules (the "Open Access Rules") to implement PURA's requirement that
all electric utilities which own transmission facilities provide access to their transmission systems under rates, terms, and
conditions comparable to the rates, terms and conditions by which the utilities use their transmission systems for their own
sales. Although the Open Access Rules are applicable to the City by definition, being situated in the Southwest Power Pool,
the PERC has jurisdiction over the rates, terms and conditions applicable to public utilities furnishing transmission services to
the City which do not furnish transmission services to other public utilities. The Open Access Rules, to date, have had no
impact upon the City. The Open Access Rules would be beneficial to the City should a synchronous interconnection be
established for alternating electric facilities in ERCOT and the Southwest Power Pool. The Texas Legislature i_s expected to
consider this issue in its 1999 session.
Environmental Factors
Electric utilities are subject to continuing environmental regulation. Federal, state and local standards and procedures which
regulate the environmental impact of electric utilities are subject to change. These changes may arise from continuing
legislative, regulatory and judicial action regarding such standards and procedures. Consequently, there is no assurance that
the units in operation, or which may be constructed, will remain subject to the regulations currently in effect, will always be in
compliance with future regulations or will always be able to obtain all required operating permits. An inability to comply with
environmental standards could result in reduced operating levels or ·the complete shutdown of individual electric generating
units not in compliance.
The 1990 Clean Air Act Amendments. . . There is also growing concern by the public, the scientific community, and the
United States Congress regarding environmental damage resulting from the use of fossil fuels. Congressional support for the
increased regulation of air, water~ and soil contaminants is building, and there are a number of pending or recently enacted
legislative proposa:ts which may affect the electric utility industry. In particular, on November 15, 1990, legislation was signed
into law that imposed additional requirements wider the Clean Air Act (the "1990 Amendments"). Among other requirements,
the 1990 Amendments seek to improve the ambient air quality throughout the United States by the year 2000 through the
reduction of sulfur dioxide and nitrogen oxides emissions from electric utility power plants, particularly those fueled by coal.
The owners and operators of all affected utility units under the acid disposition control program of the Clean Air Act will have
to obtain a permit from the EPA or from a state agency with an EPA-approved permitting program to emit sulfur dioxide and
nitrogen oxide, which will be applicable for no more than five years. To obtain the peimit, owners and operators also will
have to submit a compliance plan to the permitting agency.
One aspect of the 1990 Amendments applicable to the electric utility industry is the requirement that continuous emission
monitors ("CEMS") be installed and operated on all affected units. The EPA promulgated final CEMS rules effective January
11, 1993. The 1990 Amendments .also provide for p<issible further regulatipn of toxic air emissions from electric generating
units pending the results of several federal govermrient studies to be conducted over the next two to three years with respect to
anticipated hazards to public health, available corrective technologies, and mercury toxicity. On February 24, 1998, the EPA
submitted its hazardpus air pollutants report to the U.S. Congress. Based upon an analysis of coal-fired, oil-fired and natural
gas-fired electric utility boilers, the EPA concluded that hazardous air pollutant emission impacts were negligible and needed
no further evaluation.
The City believes that the facilities of LP&L, and the manner in which they are operated, comply and will comply with all
applicable regulations and all currently proposed regulations.
21
DEBT INFORMATION TABLE 2 • ELEcTRic LIGIIT AND POWER SYSI'EM 'REVENUE BOND DEBT SERVICE REQt.'IREMENTS Fiscal Year Ended Outstanding Debt (I) 9/30 Principal Interest Total 1999 $ 2,648,098 $ 2,445,008 $ 5,093,106 2000 2,534,026 2,173,679 4,707,705 2001 2,580,000 1,374,130 3,954,130 2002 2,140,000 1,203,853 3,343,853 2003 1,720,000 1,035,298 2,755,298 2004 1,695,000 892,713 2,587,713 2005 1,670,000 750,293 2,420,293 2006 1,645,000 639,240 2,284,240 2007 1,625,000 527,697 2,152,697 l:::j 2008 1,260,000 416,050 1,676,050 2009 460,000 323,313 783,313 2010 460,000 274,575 734,575 2011 460,000 225,838 685,838 2012 460,000 177,100 637,100 2013 460,000 151,800 . 611,800 2014 460,000 126,500 586,500 2015 460,000 101,200 561,200 2016 460,000 75,900 535,900 2017 460,000 50,600 510,600 2018 460,000 25,300 485,300 2019 $ 24,117,124 $ 12,990,087 $ 37,107,211 (I) "Outstanding Debt" does not include the Refunded Bonds. · (2) Average life of the issue -8.775 years. The Bonds (Zl Principal Interest Total $ 150,000 . $ 59,833 $ 209,833 . 530,000 713,698 1,243,698 1,045,000 600,935 1,645,935 1,385,000 564,360 1,949,360 1,355,000 513,808 1,868,808 1,325,000 462,995 1,787,995 835,000 411,983 1,246.983 825,000 379,418 1,204,418 815,000 346,418 1,161,418 810,000 313,410 1,123,410 800,000 279,795 1,079,795 795,000 239,795 1,034,795 785,000 205,213 . 9.90,213 440,000 170,280 610,280 440,000 150,260 590:260 440,000 129,800 569,800 440,000 108,900 548,900 440,000 87,560 527,560 440,000 66,000 506,000 440,000 44,000 484,000 440,000 22,000 462,000 $ 14,975,000 $ 5,870,461 $ 20,845,461 %of Combined Total Requirements Principal Principal Interest Total Retired $ 2,798,098' $ 2,504,841 $ 5,302,939 3,064,026 2,887,377 5,951,403 3,625,000. 1,975,065 5,600,065 3,525,000 1,768,213 5,293,213 3,075,000 1,549,106 4,624,106 3,020,000 1,355,708 4,375,708 48.88% 2,505,000 1,162,276 3,667,276 2,470,000 1,018,658 3,488,658 2,440,000· 874,115 3,314,115 2,070,000 729,460 2,799,460 1,260,000 603,108 1,863,108 76.36% 1,255,000 514,370 1,769,370 1,245,000 431,051 1,676,051 900,000 347,380 1,247,380 900,000 302,060 1,202,060 900,000 256,300 1,156,300 89.67% 900,000 210,100 1,110,100 900,000 163,460 1,063,460 . 900,000 116,600 1,016,600 900,000 69,300 969,300 440,000 22,000 462,000 100.00% $ 39,092.124 $ 18,860,548 $ 57,952,672
TABLE 3-AUTHORIZED-BUT-UNISSUED REVENUE BONDS
The City has no voted but unissued revenue bonds, and pursuant to State law is not required to approve its revenue bonds
through election.
ANTICIPATED IsSUANCE OF SYSTEM REVENUE BONDS .•• The City does not anticipate the issuance of additional System revenue
bonds payable from the City's Electric Light and Power System within the next twelve months.
PENSION FuND ... TExAs MUNICIPAL RETIREMENT SYSTEM (1)(2) • • . All permanent, full-time City employees who are not
firefighters are covered by the Texas Municipal Retirement System. · The System is an· agent, multiple-employer, public-
employee retirement system which is covered by a State statute and is administered by six trustees appointed by the Governor of
Texas. The System operates independently of its member cities.
The City of Lubbock joined the System in 1950 to supplement Social Security. All City employees except frrefighters are
covered by Social Security. Options offered under the System, and adopted by the City, include current, prior and antecedent
service credits, ten-year vesting, updated service credit, occupational disability benefits and survivor benefits for the spouse of a
vested employee. An employee who retires receives an annuity based on the amount of the employees contributions over-
matched two for one by the City. Employee contribution rate is 6% of gross salary. Beginning October It, 1997, employee
contribution rate is 7% of gross salary. The City's contribution rate is calculated each year using actuarial techniques applied to
experience. The 1998 contribution rate was 13.96%. The 1998 contribution rate is 14.12%. Enabling statutes prohibit any
member city from adopting options which impose liabilities that cannot be amortized over 25 years within a specified statutory
rate;
On December 31, 1997, assets held by the System, not including those of the Supplemental Disability Fund which is "pooled",
for the City of Lubbock were $119,895,026. Unfunded accrued liabilities on December 31, 1997 were $33,500,994, which is
being amortized over a 25-year period beginning January, 1997. Total contributions by the City to the System for Calendar Year
1997 were $5,716,125.
FIREMEN's RELIEF AND RETIREMENT FUND (1) •.• City of Lubbock firefighters are members of the locally administered Lubbock
Firemen's Relief and Retirement Fund, operating under an act passed in 1937 by the State Legislature and adopted by City
firefighters, by vote of the department, in 1941 .. Firefighters are not covered by Social Security.
The Fund is governed by seven trustees, three firefighters, two outside trustees (appointed by the other trustees), the Mayor or
his representative and the chief financial officer or his representative. Execution of the act is monitored by the Firemen's
Pension Commissioner, who is appointed by the Governor.
Benefits of retired firemen are determined on a "formula" or a "final salary" plan. Actuarial reviews are perfornied every two
years, and the fund is audited annually. Firefighters contribute 11% of full salary into the fund and the City must contribute a
like amount; however, the city contributes on a basis of the percentage of salary which is a ratio adjusted annually that bears the
same relationship to the firefighter's contribution rate that the City's rate paid into the Texas Municipal Retirement System and
FICA bears to the rate other employees pay into the Texas Municipal Retirement System and FICA. The City's contribution rate
for 1998 was 16.40%.
As of December 31, 1996, unfunded pension benefit obligations were $21,643,034, which is being amortized over a 13-year
period beginning January 1, 1997.
(1) For historical information concerning the retirement plans, see Appendix B, "Excerpts from the City's Annual Financial
Report"-Note #III, Subsection E, "Retirement Plans".)
(2) Source: Texas Municipal Retirement System, Comprehensive Annual Financial Report for Year Ended December 31, 1997,
"City of Lubbock. Texas".
23
FINANCIAL INFORMATION
TABLE 4-CONDENSED STATEMENT OF OPERATION
Fiscal Year Ended September 30,
1998 1997 1996 1995 1994
REVENUES
Operating Revenues
Charges for Services $ 67,268,904 $ 60,099,845 $ 57,126,068 $ 53,879,514 $ 54,529,457
Non-Operating Income 3,634,740 3,085,750 3,588,156 ' 3,392,841 3,070,263
Gross Revenues $ 70,903,644 $ 63,185,595 $ 60,714,224 $ 57,272,355 $ 57,599,720
OPERATING EXPENSE
Personrtel Services $ 8,765,708 . $ 8,151,823 $ 6,864,568 s . 6,427,004 $ '6,609,920
Supplies '653,657 550,824 641,167 705,401 475,988
Mamtenance 1,622,682 1,166,264 1,169,622 946,023 914,779
Power Plant Fuel 15,033,643 12,780,039 16,299,218 14,745,804 15,649,760
Purchased Power 24,026,608 21,486,538 15,013,166 12,603,632 14,290,088
Uncollectible Accounts 671,197 494,940 422,226 472,126 412,527
Other Charges 5,007,282 5,568,840 4,346,991 3,973,037 3,372,212
Total Operating Expense $ 55,780,777 $ 50,199,268 $ 44,756,958 $ 39,873,027 $ 41,725,274
Net Revenues s 15,122,867 (I) $ 12,986,327 (I) $ 15,957,266 s 17,399,328 $ 15,874,446
Electric Connections 56,435 54,085 51,305 50,205 49,097
(1) For the years ended September 30, 1997 and September 30, 1998, the System experienced a net loss of approximately $1.8
million and $0.52 million, respectively, after payment of operating expenses, payment of debt service and transfers to the
City's General Fund. Management of the City anticipates that the System will generate net income in the near term when the
WTMPA Project is brought on line, which is expected to reduce the System's purchased power expense.
TABLES -COVERAGE AND FuND BALANCES
Electric Light and Power System Revenue Bonds To Be Outstanding After Issuance of the Bonds ..................................... $39,092, 124
Average Annual Principal and Interest Requirements, 1999/2019 (including the Bonds) ...................................................... $ 2,759,651
Coverage by Net Revenues, Fiscal Year Ended 9-30~98 ......................................................................................................... 5.48 Times
Maximum Principal and Interest Requirements, 2000 ............................................................................................................. $ 5,951,403
Coverage by Net Revenues, Fiscal Year Ended 9-30-98 ......................................................................................................... 2:54 Times
Interest and Sinking Fund, 9-30-98 .... ,. .. , ...... , ............................................................................. _ .................................... , .... , .... $. 2,311,636
Reserve Fund, 9-30-98 (1) ....... , .............................................................................................................. ,.~ ......................... _. ..... $· 2,631,784 ·, ' '
(1) The present Reserve Portion of the Bond Fund is fully established with a balance of $2,631,784. In the Ordinance, the City will
covenant to maintain in the Reserve Portion of the Bond Fund a Required Reserve of not less than the average annual principal and
interest requirements of all outstanding Bonds calculated following issuance of the Bonds; this Required Reserve is estimated to be
$2,759,651 which amount equals not less than the average annual principal and interest requirements of the outstanding Bonds
Similarly Secured after giving effect to the issuance of the Bonds. Immediately following delivery of the Bonds, the difference
between the Required Reserve amount and the Current Reserve will be deposited to the Reserve Portion from unencumbered and
available funds.
24
TABLE fi -CITY'S EQUITY IN THE ELEcTRic LIGIIT AND Pol'VER SYSTEM
F'lSCal Year Ended Sq:Jtamer 30,
1998 1997 1996 1995 1994
Prqlerty, Plait and F.quiJnrnt $ 148,272,S06 $ 140,901,283 $ 131,974,234 $133,955,085 $ 127,663,619
Less: AIIO\\IIIlCe tir dqreciatioo (58,926,396) (54,088,433) (49,706,660) (51,776).(17) (47,676,006)
$ 89,346,110 $ 86,812,850 $ 82)/J7~4 $ 82,178,878 $ 79,987,543 .
Omtrudim in Progress 11,586,811 10,005,037 12,299,931 9,367,437 8,792,901
Net F'vced Am Value $ 100,932.,921 $ 96,817,887 $ 94,567,.505 $ 91,546,315 $88,780,444
Plus:
Capital Prqjeds Fmd 5,803,155 7,469,7CIJ 6,732,461 6,537,586 $ 10,859,890
Pmmrm Capital Mlintenance Fund 6,900,703 2,37o,899 5,663,024 5,492,485 $ 5,487,735
System Inpovmr.nt Fund 815,519 1,303,653 3,558,680 153,724 42,56(?
Ean.mcn:vel~Fund 465,938 460,979 1,525,537 1,378,993 775,730
Rate StOOilizalioo 1,219,258
Advance to otlu Funds 1,086,068 1,086,068 1,765,513 1,765,513 1,765,513
~O!arge 8,669,913 8,014,067 2,210,261 2,210,261 1,77o,032
Net Wuking Capital 2,250,847 4,170,160 10,089,321 10,554,508 9~4,043
Value of the Systan $ 128,144,322 $ 121,693,422 $ 126,112.,302 $ 119,639,385 $ 119,055,947
Net Revenue Bood W:t
Revenue Hoods OJtstanding $ 29,566,529 $ 12,670,693 $ 25,013,989 $ 28,159,700 $ 31,679,798
Less: Interest & Sinking Fmd &Resave Furx1 (4,943,420) (4,785,153) (4,564,653) (10, 721,592) (i0,125,069)
$ 24,623,109 $ 17,885,540 $ 20,449,336 $ 17,438,108 $ 21,554,729
Plus:
Accrued Revenue Hood Interest $ 837,885 $ 551,270 $ 615;415 $ 629,823 $ 1,04o,923
Accrued Vacatioo and Side Leave 1,565,971 1,537,021 1,412,390 1,328,213 1,206,213
Arbitrage Rebate I.iability
Net Revenue Hood Ikbt $ 27,026,965 $ 19,973,831 $ 12,477,141 $ 19,396,144 $ 23,801,865
Qty's Equity in System $ 101,117,357 $ 101,719,591 . $ 103,635,161 . $ 1()(),243,241 $ 95,254,082
Percentage Qty's Equity in System 78.91% 83.SCJO/o 82.18% 83.7CJO/o 80.01%
25
Monthly Electric Rates
> >
Electric rates in the City are set by City Council Ordinance and are the same for LP&L and Southwestern except for church, school
and municipal rates, and minor variations in billing policies, and South Plains Electric Cooperative customers. Present rates became
effective October 15, 1993. During Fiscal Year Ended 9-30-98, LP&L biiied an average of$0.056607 per kWh.
Residential and General Service Rates (Effective October 15,, 1993)
Approximately 78% of LP&L customers are billed under the rate schedules shown below. Special rate schedules are available for
certain customers such as churches, city street lighting, etc.
Residential
Service A yailability Charge
All kilowatt hours ("kWh") per month@ $0.04 per kWh used during summer months
All kWh per month@ $0.036 per kWh used during WiiJ.ter m,onths
> > >
Summer Months: June -September
Winter Months: October -May
Plus: Fuel Cost Recovery (1)
Service Availability Charge:
First 1,000 kWh per month
Next 6,000 kWh per month
All additional kWh per month
General Service
$ 4.65 per month
$10.00 per month ,
0.0510 per kWh* (Summer)
0.0460 per kWh* (Winter)
0.0250 per kWh
0.0103 per kWh
*Add to the first 200 kWh for every kilowatt ("kW") of demand in excess of 10 kWs. Demand: Measured as the customers kW
demand for the 30-minute period of greatest use during the month.
Plus: F~el Cost Re~very (1)
Min1mum Charge: $10.00 per month for demand of lO k:W or less, plus $3.50 per kW for next 15 kW above 10 kW, plus $2.30
per kW for all additional kW. No demand shall be taken as less than 50% of highest demand established in 12 months ending with
current month. , , '
Large General Service
Service Availability:
Cost per kWh for all additional kW in excess of200 kW
First 230 kWh used per month per kW of demand, or the first 120,000 kWh
used per month, whichever is greater
Next 230 kWh used per month per kW of demand
All additional kWh used per month
Plus: Fuel Cost Recovery (1)
$1,850.00
$ 8.50
0.0051 per kWh
0.0038 per kWh
0.0031 per kWh
Minimum Charge: The demand charge. No demand shall be taken as less than 60"/o of the highest demand established in 12
months ending with the current month.
Primary Service Discount: A discount of 3% of the demand charges and energy charges (excluding all fuel cost recovery amounts)
will be allowed when service is supplied at a line voltage of 12 kilovolt ("kV") or greater.
(I) Fuel Cost Recovery: The charge per kilowatt hour is increased by a fuel factor per kilowatt hour as provided in current
"Southwestern Public Service Tariff7100" (Public Utility Commission of Texas sheet IV-69). The City charges the Southwestern
Public Service fuel factor to its customers, although the City's fuel costs are approximately I 0"/o higher than those of Southwestern.
The fuel factor has remained constant in the past for approximately one year, although it is subject to change at any time. The fuel
factor is currently $0.021781/kWh. All rates are subject to fuel cost recovery. Large General Service customers qualifYing for the
3% discount are billed at a fuel factor of$0.021507.
26
Representative Customer Usage and Billings
Residential Customer
Commercial Customer
Fuel Cost Recovery Per kWh
Billings
Monthly Usage
kWh kW
778
3,288 14
$0.021781 $0.021781
Monthly
Billing
$71.24 (summer)
$40.73 (winter)
$219.41 (summer)
$173.50 (winter)
Customers of LP&L and the City's water, sewer and solid waste departments are billed simultaneously on one statement A 2%
discount is given to residential electric customers who pay their bill within 16 days of the date it is mailed to them; an additional 1%
is deducted if payment is by bank draft. A 5% late payment penalty is applied after 22 days. If the bill has not been paid on the next
billing date, a statement is mailed showing the past due bill together with the current bill. If the bill remains delinquent 7 days after
the date of the second statement, a reminder/cut-off notice is mailed. The cut-off notice specifies that service will be discontinued in
7 days if payment in full is not made. At the end of the 7 day period, a field collector calls on the customer and if he is unable to
collect payment, service is cut off. The reconnection charge, including electric service if the customer is connected to the City's
electric system, is $15.00 before 5:00PM and $25.00 after 5:00PM and during weekends and holidays.
Average Billing Plan (Residential Customers Only): Upon request any residential customer, whose average monthly bill is $25.00 or
more, may be billed monthly based upon his average bill (estimated if applicable) plus a portion of any unbilled balance. Customers
having delinquent or disputed bills are not eligible for billing under this plan.
TABLE 7 -TEN LARGEST CUSTOMERS (ANNuAL CONSUMPTION AND REvENUE)
Customers
Texas Tech University (2)
City ofLubbock
Plains Co-Op Oil Mill
Lubbock Independent School District
United Supermarkets
Texas Department of Criminal Justice
University Medical Center
WalMart
McLane Foods
MDM Investments
(1) Megawatt Hours ("MWh"); MWh = 1,000 kWh.
12 Months Ended
September 30, 1998
Megawatt
Hours<•>
Billed
141,374
103,092
81,890
38,035
12,573
9,154
8,788
6,607
6,153
5,138
Revenues
($000)
$6,200
5,335
3,164
2,089
571
373
369
350
261
233
(2) In 1988 and amended in 1997, LP&L and Texas Tech University ("Texas Tech") entered into a 30 year agreement from the start
ofLP&L's E.Z. Brandon generating station (June, 1990). Under the contract, Texas Tech purchases electricity at LP&L's adjusted
industrial rate during the contract term. If Texas Tech chooses to buy power from others, it must buy LP&L's distribution system
and lose all rights to the discounted steam prices (approximately $2 million per year to Texas Tech) In order to produce steam, the
facility must be operated to generate electricity. These provisions continue after the initial term until 5 years written notice is
provided.
27
TABLE 8 -ANALYSIS OF ELECfRIC BILLS
Fiscal Year Ended September 30,
1998 1997 1996 1995 1994
All Customer:
Average Monthly kWh Per Meter 1,758 1,695 1,692 1,644 1,677
Average Monthly Bill Per Mcter $ 99.52 $ 96.15 $ 92.68 $ 89.47 $ 92.58
Average Monthly Revenue Per kWh $ 0.05~7 $· 0.0~6714 $ 0.054784 $ 0.054419 $ 0.055213
Residential Customer:
Average Monthly kWh Per Meter 840 784 786 747 $ 767
Average Monthly Bill Per Meter $ 51.98 $ . 50.15 s 48.69 $ 46.22 $ 48.24
Average Monthly Revenue Per kWh $ ().061828 $ 0.063938 $ 0.061967 ·, $ 0.061889 $ 0.062889
Commercial and Industrial:
Average Monthly kWh Per Meter 7,295 7,501 7,488 7,373 7;540
Average Monthly Bill Per Meter $ 378.90 . $ 388.13 $ 373.08 $ 364.72 $ 376.95
Average Monthly Revenue Per kWh . $ 0.051942 $ 0.051742 $ 0.049834 $ 0.049484 $ 0.049993
MuniciJ:!al and Street Lighting:
Average Monthly kWh _Per Meter . 11,793 11,684 11,317 }1,635 . $ 11,633
Average Monthly Bill Per Meter $ 615.75 $ 610.39 s 568.03 $ 578.52 $ 588.96
Average Monthly Revenue Per kWh $ 0.052215 $ 0.052241 $ 0.050191 $ 0.049721 $ 0.050629
TABLE 9 -STATISTICAL DATA
Fiscal Year Ended September 30,
1998 1997 1996 1995 1994
kWh TO SYSTEM I ;1.76,959,669 1,141,861,210 1,114,768,877 1,052,328,094 I ,046,666,402
SalesofkWh
Residential Service 496,576,736 430,019,547 422,587,915 392,828,717 394,944,956
Connnercial and Industrial Service 590,733,522 534,956,827 524,556,667 499,655,402 495,378,017
Total General Conswners 1,087,~10,258 964,976,374 . 947,144,582 892,484,119 890,322,973
Municipal and Street Lighting 103,302,741 99,968,505 95,608,447 97,596,752 97;1.98,546
Total Sales to All Customers 1,190,612,999 1,064,944,879 1,042, 753,029 990,080,871 987,621,519
Loss and Unaccounted for 86,346,670 76,916,331 72,015,848 62,247;123 59,044,883
kWh TO SYSTEM 1;1.76,959,669 1,141,861;1.10 1,114,768,877 I ,052,328,094 I ,046,666,402
Average Residential Meters 46,916 45,688 44,822 43,837 . 42,908
Average Conunercial and Industrial Meters 6,153 5,943 5,839 5,647 5,475
Average Mlliucipal and Street Light MeterS .. 730 713 ·· 704 699 697
Ayerage Total 53,799 52,344 51,365 50,183 49,080
Total Plant Peak kW Demand 291,000 288,500 256,000 251,000 255,000
System Peak kW Demand 283,568 259,750 250,277 243,828 247,843
28
TABLE 10 -IIJsTORICAL POWER SUPPLY REQUIREMENTS
LP&L's historical peak demand and energy requirements are set forth below. Many factors, such as weather and changes in
population, affect electric sales and should be considered when evaluating the power supply requirements of the electric system
over the period since 1993 reported below.
Peak Demand EnerJ:I Sales
Fiscal Year MW %Increase MWH %Increase Load Factor
1993 221.0 1.38%(1) 951,297 5.7001o(1) 49.1%
1994 255.0 15.38 987,622 3.82 44.2
1995 251.0 (1.57) 990,081 0.25 45.0
1996 256.0 1.99 1,042,753 5.32 46.5
1997 268.5 4.88 1,064,945 2.13 45.3
1998 291.0 8.34 1,190,613 11.18 46.7
(1) For prior year
FINANCIAL POLICIES
Basis of Accounting . . . The accounting policies of the City conform to generally accepted accounting principles of the
Governmental Accounting Standards Board and program standards adopted by the Government Finance Officer's Association of
the United States and Canada ("GFOA"). The GFOA has awarded a Certificate of Achievement for Excellence in Financial
Reporting to the City for each of the fiscal years ended September 30, 1984 through September 30, 1997. The City's 1998
report will be submitted to GFOA to determine its eligibility for another certificate.
General Fund Balance ... The City's objective is to achieve and maintain a General Fund balance equivalent to two months
operating costs of the General Fund Budget. The City believes that such a reserve will be sufficient to provide financing for
necessary projects, unanticipated contingencies, and fluctuations in anticipated revenues.
Enterprise Fund Balance .. .It is the policy of the City to maintain retained earnings equal to three months operating expense
and debt requirements in each enterprise fund, including that for the System, for unforeseen contingencies. The City's financial
policy provides that such retained earnings shall be accumulated over a ten year period, which commenced in 1996. Resources
are also retained in the System's rate stabilization fund to meet shortfalls in revenues or fluctuating rate environments and may be
allocated if there are not sufficient resources in unreserved/undesignated retained earnings.
Enterprise Fund Revenues ... It is the policy of the City that each enterprise fund, including the System, be operated in a manner
that results in self sufficiency, without the need for additional monetary transfers from other funds. Such self sufficiency is to be
obtained through the rates, fees and charges of each enterprise fund. For purposes of determining self sufficiency, cost recovery
for each enterprise fund includes direct operating and maintenance expense, as well as indirect cost recovery, in-lieu of transfers
to the General Fund for property and franchise tax payments, capital expenditures and debt service payments, where appropriate.
Debt Service Fund Balance ... A reasonable debt service fund balance is maintained in order to compensate for unexpected
contingencies.
Budgetary Procedures ... The City follows these procedures in establishing operating budgets:
l) Prior to August 1, the City Manager submits to the City Council a proposed operating budget for the fiscal year
commencing the following October 1. The operating budget includes proposed expenditures and the means of financing
them.
2) Public hearings are conducted to obtain taxpayer comments.
3) Prior to October 1 the budget is legally enacted through passage of an ordinance.
4) The City Manager is authorized to transfer budgeted amounts between departments and funds. Expenditures may not
legally exceed budgeted appropriations at the fund level.
29
. 5) Formal budgetary integration is employed as a management control device during the year for the Convention and
Tourism, Criminal Investigation, and Capital Projects Funds. Budgets are adopted on an annual basis. Formal budgetary
integration is not employed for Debt Service funds because effective budgetary control is alternatively achieved through
general obligation bond indenture and other contract provisions.
6) The Budget for the General Fund is adopted on a basis consistent with generally accepted accounting principles
("GAAP").
7) Appropriations for the General Fund lapse at year end. Unencumbered balances for the Capital Projects Funds continue
as authority for subsequent period expenditures.
8) Budgetary comparison is presented for the General Fund in the combined financial statement section of the
Comprehensive Annual financial Report.
The City has received the for Distinguished Budget Presentation Award from the GOFA for the following budget years
beginning October 1: 1983-88 and 1990-98. The City will submit the current budget to the GFOA to determine its eligibility for
another award.
Insurance ... Except for Airport liability insurance, the City is self-insured for liability, workers' compensation, and health
benefits coverage. Insurance policies are maintained with large deductibles for fire and extended coverage and boiler coverage.
An Insurance Fund has been established in the Internal Service Fund to account for insurance programs and budgeted transfers
are made to this fund based upon estimated payments for claim losses.
At September 30, 1998 the reserves had the following balances:
Reserve for self~insurance -health
Reserve for self-insurance • risk management
INvESTMENTS
$
$
1,050,544
5,136,957
The City of Lubbock i,nvests its investable funds in investments authorized by Texas law in accordance with investment policies
approved by the City Council of the City of Lubbock. Both state law and the City's investment policies are subject to change.
LEGAL INvESTMENTS ... Under Texas law, the City is authorized to invest in (1) obligations of the United States or its agencies and
instrumentalities, (2) direct obligations of the State of Texas or its agencies and instrumentalities, (3) collateralized mortgage
obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed
by an agency or instrumentality of the United States, ( 4) other obligations, the principal of and interest on which are unconditionally
guaranteed or insured by, or backed by the full faith and credit of, the State of Texas or the United States or their respective agencies
and instrumentalities, (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to
investment quality by a nationally recognized investment rating firm not less than A or its equivalent, (6) certificates of deposit that
are guaranteed or insured by the Federal Deposit Insurance Corporation or are secured as to principal by obligations described in the
preceding clauses or in any other manner and amount provided by 'Jaw for City deposits, (7) certificates of deposit and share
certificates issued by a state or federal credit union domiciled in the State of Texas that are guaranteed or insured by the Federal
Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or are secured . as to principal by. obligations
described in the clauses ( 1) through ( 5) or in any other manner and amount provided by law for City deposits, (8) fully collateralized
repurchase agreements that have a defined termination date, are fully secured by obligations described in clause (1), and are placed
. ·through a primary government securities dealer or a financial institution doing business in the State of Tl;!xas, (9) bankers'
acceptances with the remaining term of270 days or less, if the short-term obligations of the accepting bank or its parent are rated at
least A-1 or P-1 or the equivalent by at least one nationally recognized credit rating agency, (10) commercial paper that is rated at
least A-1 or P-1 or the equivalent by either'( a) two nationallY recognized credit rating agencies or (b) one nationally recognized credit
rating agency ifthe paper is fully secured by an irrevocable letter of credit issued by a U.S. or state bank, (II) no-load money market
mutual funds regulated by the Securities and Exchange Commission that have a dollar weighted average portfolio maturity of 90
. days or less and include in their investment objectives the maintenance of a stable net asset value of $1 for each share, and ( 12) no-
load mutual funds registered with the Securities and Exchange Commission that: have an average weighted maturity of less than two
years; invests exclusively in obligations described in the preceding clauses; and are continuously rated as to investment quality by at
least one nationally recognized investment rating firm of not less than AAA or its equivalent. ·
The City may invest in such obligations directly ·or through government investment pools that invest solely in such obligations
provided that the pools are rated no lower than AAA or AAAm or an equivalent by at least one nationally recognized rating service.
The City is specifically prohibited from investing in: (1) obligations whose payment represents the coupon payments on the
outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose
30
payment represents the principal stream of cash flow from the JJilderlying mortgage--backe~ security and bears no interest; (3)
collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage
obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index.
INvEsTMENT PoLICIES ••. Under Texas law, the City is required to invest its funds under written investment policies that primarily
emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and the quality and capability of
investment management; and that includes a list of authorized investments for City funds, maximum allowable stated maturity of any
individual investment and the maximum average dollar-weighted maturity allowed for pooled fund groups. All City funds must be
invested consistent with a formally adopted "Investment Strategy Statement" that specifically addresses each funds' investment
Each Investment Strategy Statement will describe its objectives concerning: (1) suitability of investment type, (2) preservation and
safety of principal, (3) liquidity, ( 4) marketability of each investment, (5) diversification of the portfolio, and ( 6) yield. •
Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a person of
prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for
investment, considering the probable safety of capital and the probable income to be derived." At least quarterly the investment
officers of the City shall submit an investment report detailing: (1) the investment position of the City, (2) that all investment officers
jointly prepared and signed the report, (3) the beginning market value, any additions and changes to market value and the ending
value of each pooled fund group, (4) the book value and market value of each separately listed asset at the beginning and end of the
reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each
individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment
strategy statements and (b) state law. No person may invest City funds without express written authority from the City Council.
ADDIDONAL PROVISIONS .•• Under Texas law the City is additionally required to: (1) annually review its adopted p<?licies and
strategies; (2) require any investment officers' with personal business relationships or relatives with firms seeking to sell securities to
the entity to disclose the relationship and file a statement with the Texas Ethics Commission and the City Council; (3) require the
registered principal of firms seeking to sell securities to the City to: (a) receive and review the City's investment policy, (b)
acknowledge that reasonable controls and procedures have been implemented to preclude imprudent investment activities, and (c)
deliver a written statement attesting to these requirements; (4) perform an annual audit of the management controls on investments
and adherence to the City's investment policy; (5) provide specific investment training for the Treasurer, Chief Financial Officer and
investment officers; (6) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse
repurchase agreement funds to no greater than the term of the reverse repurchase agreement; (7) restrict the. inv~stment in mutual
funds in the aggregate to no more than 80% of the City's monthly average fund balance, excluding bond proceeds and reserves and
other funds held for debt service and further restrict the investment in non-money market mutual funds of any po~on of bond
proceeds, reserves and funds held for debt service and to no more than 15% of the entity's monthly average fund balance, excluding
bond proceeds and reserves and other funds held for debt service; and (8) require local government investment pools to conform to
the new disclosure, rating, net asset value, yield calculation, and advisory board requirements.
TABLE 11 -CuRRENT lNVEsrMENTs
As of September 30, 1998, the City's investable funds, including those of the System, were invested in the following categories:
Book Value
%ofTotal
Type Par Value Value Book Value
United Slates Treasury OOigatiom $ 56,000,<XX> $ 56,004,f!l.7 32.8a'/o
llited Slates Agf:a;:y OOigatiom 30,<XX>,<XX> 29,991,382 17.50%
Bank Certificates ofn:posit 283,600 283,600 0.20%
Olrnln!rcial Paper 25,000,000 24,8o4,582 14.50%
Logic (local govemm:nt investm:nt pool) 59,896,351 59,896,351 35.00"./o
$ 171,179,951 $ 170,999,942 100.00"/o
$
&timated Fair
Mrl:et Value<1>
%ofTotal
Value Book Value
56,827,500 33.00%
30,167,417 17.50%
283,600 0.20%
24,810,250 14.50%
59,896,351 34.8a'/o
$ 171,985,118 100.00"/o
Weighted
Avmge
Mlturily (nlys)
384
359
286
41
197
(1) As determined by Patterson & Associates, the City's investment advisor. As of such date, the market value of such
investments was approximately 100.00% of their book value. No funds of the City are invested in mortgage--backed securities.
The City holds all investments to maturity which minimizes the risk of market price volatility.
31
SELECTED PROVISIONS OF THE BOND ORDINANCE
The City Council will adopt an ordinance (the "Ordinance") authorizing the Bonds, which will be in substantially the same fonn as
the ordinances authorizing the outstanding bonds, selected provisions of which are shown below:
SECTION 10: Definitions. For all purposes of this Ordinance and in particular for clarity with respect to the
issuance of the Bonds herein authorized and the pledge and appropriation of revenues therefor, the following· definitions are
provided:
(a) The tenn "Additional Bonds" shall mean the additional parity obligations the City
reserves the right to issue in accordance with the terms and conditions prescribed in Section 21 hereof.
(b) The tenn "Bonds" shall mean the "City of Lubbock, Texas, Electric Light and Power
System Revenue Refunding and Improvement Bonds; Series 1999," dated January 15, 1999, authorized by
this Ordinance.
(c) The terin "Bonds Similarly Secured" means the-Previously Issued Bonds, .the Bonds and
Additional Bonds~
(d) · The tenn "Fiscal Year" shall mean the twelve month accounting period used by the City
in connection with the operations of the System which may be any twelve (12) consecutive month period
eStabliShed by the City.
(e) The tenn "Government Obligations" shall mean direct-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, and United States Treasury obligations such· as its State and Local Government
Series in book-entry fonn.
(f) The terin "Net Revenues" shall mean the gross revenues of the System less expenses of
· operation· arid maintenance. Such expenses of operation and maintenance shall not include depreciation
charges or funds pledged for the Bonds Similarly Secured, but shall include all salaries, labor, materials,
replrirs, and extensions necessary to render services; provided, however,. that in detennining "Net Revenues",
only such'·repairs and extensions as in the judgment of the City Council~ reasonably and fairly exercised, are
· · ·nec'essary' to 'keep the System in operation and render adequate service to the City and inhabitants thereof, or
such as might be necessary to meet some physical accident or condition which otherwise would impair the
security of the Bonds Similarly Secured, shall be deducted.
(g) The term "Outstanding" when used in this Ordinance with respect to Bonds or Bonds Similarly
Secured, as the case may be,: shall mean, as of. the date of determination, all Bonds and Bonds. Similarly.
Secured theretofore sold, issued and delivered by the City, except:
; .. ~-' .--,
(I}_ .. those Bonds or Bonds Similarly Secured cancelled or delivered to the
trMsfer agent or registrar for cancellation in connection with the exchange or transfer of
such obligations;
.;
(2) lhose Bonds or Bonds Similarly Secured paid. or deemed to be paid in
accordance with the provisions of Section 29 hereof; and ....
' ·. ... .
(3) . _ . those Bonds or Bonds Similarly Secured that have been mutilated,
destroyed, lost, or stolen and replacement bond~ have been registered and delivered in lieu ~~ . ' .· . '
(h) The tenn "Previously Issued Bonds" shall mean the outstanding and unpaid revenue
bonds nayable from and secured by a first lien on and_pledge of the Net Revenues of the System, further
identified as follows: · · " · · · · · · · · · · · ·
(1) CitY of Lubbock,' Texas, Electric Light' and Power System Revenue Bonds,·
Series 1991, dated May 15, 1991, in the original principal amount of$7,500,000;
(2) City of Lubbock, Texas, Electric Light and Power System Revenue
Refunding Bonds, Series 1991A, dated July 15, 1991, in the original principal amount of
$4,424,976;
(3) City of Lubbock, Texas, Electric Light and Power System Refunding
Revenue Bonds, Series 1991B, dated July IS, 1991, in the original principal amount of
$4,999,989;
(4) City of Lubbock, Texas, Electric Light and Power System Refunding
Revenue Bonds, Series 199S, dated June IS, 199S, in the original principal amount of
$13,S60,000.
(S) City of Lubbock, Texas, Electric Light and Power System Revenue Bonds,
Series 1998, dated January I, 1998, in the original principal amount of$9,170,000.
(i) The term "System" shall mean all properties, real, personal, mixed or otherwise, now
owned or hereafter acquired by the City of Lubbock through purchase, construction or otherwise, and used in
connection with the City's Electric Light and Power System and in anywise pertaining thereto, whether
situated within or without the limits of the City.
SECTION II: Pledge. The City hereby covenants and agrees that all of the Net Revenues derived from the
operation of the System, with the exception of those in excess of the amounts required to establish and maintain the special Funds
created for the payment and security of the Bonds Similarly Secured, are hereby irrevocably pledged for the payment of the
Previously Issued Bonds, the Bonds and Additional Bonds, if issued, and the interest thereon, and it is hereby ordained that the
Previously Issued Bonds, the Bonds and Additional Bonds, if issued, and the interest thereon, shall constitute a first lien on the Net
Revenues of the System.
SECTION 12: Rates and Charges. The City hereby covenants and agrees with the owners of the Bonds that rates
and charges for electric power and energy afforded by the System will be established and maintained to provide revenues sufficient
at all times to pay: ·
(a) all necessary and reasonable expenses of operating and maintaining the System as set
forth herein in the definition ''Net Revenues" and to recover depreciation;
(b) the amounts required to be deposited to the Bond Fund to pay the principal of and .interest
on the Bonds Similarly Secured as the same becomes due and payable and to accumulate and maintain the
reserve amount required to be deposited therein; and
(c) any other legally incurred indebtedness payable from the revenues of the System and/or
secured by a lien on the System or the revenues thereof.
SECTION 13: Segregation of Revenues/Fund Designations. All receipts, revenues and income derived from the
operation and ownership of the System shall be kept separate from other funds of the City and deposited within twenty-four (24)
hours after collection in the "Electric Light and Power System Fund" (created and established in connection with the issuance of
the Previously Issued Bonds), which Fund (hereinafter referred to as the "System Fund") is hereby reaffirmed and shall continue to
be kept and maintained at an official depository bank of the City while the Bonds remain Outstanding. Furthermore, the "Special
Electric Light and Power System Revenue Bond Retirement and Reserve Fund" (hereinafter referred to as. the "Bond Fund"),
created and established in connection with the issuance of the Previously Issued Bonds, is hereby reaffirmed and shall continue to
be maintained by the City while the Bonds remain Outstanding. The Bond Fund is and shall continue to be kept and maintained at
the City's official depository bank, and moneys deposited in the Bond Fund shall be used for no purpose other than for the
payment, redemption and retirement of Bonds Similarly Secured.
SECTION 14: System Fund. The City hereby reaffirms its covenant to the holders of the Previously Issued Bonds
and agrees with the owners of the Bonds that the moneys deposited in the System Fund shall be used first for the payment of the
reasonable and proper expenses of operating and maintaining the System, as identified in Section IO(t) hereof. All moneys
deposited in the System Fund in excess of the amounts required to pay operating and maintenance expenses of the System, as
hereinabove provided, shall be applied and appropriated, to the extent required and in the order of priority prescribed, as follows:
(i) To the payment of the amounts required to be deposited in the Bond Fund for the
payment of principal of and interest on the Bonds Similarly Secured as the same become due and payable; and
(ii) To the payment of the amounts, if any, required to be deposited in the Bond Fund to
accumulate and maintain the reserve amount as security for the payment of the principal of and interest on the
Bonds Similarly Secured.
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SECTION 15: Bond Fund. (a) In addition to the required monthly deposits to the Bond Fund for the payment of
principal of and interest on the Previously Issued Bonds, the City hereby agrees and covenants to deposit to the Bond Fund an
amount equal to one hundred percentum (100%) of the amount required to fully pay the interest on and principal of the Bonds
falling due on or before each maturity and interest payment date, such payments to be made in substantially equal monthly
installments on or before the 1st day of each month beginning on or before the 1st day of the month next following the month the
Bonds are delivered to the initial purchaser.
The required monthly deposits to the Bond Fund for the payment of principal of and interest on the Bonds shall continue
to be made as hereinabove provided until such time as (i) the total amount of deposit in the Bond Fund, including the "Reserve
Portion" deposited therein, is equal to the amount required to fully pay and discharge all outstanding Bonds Similarly Secured
(principal and interest) or (ii) the Bonds are no longer outstanding, i.e., the Bonds have beeri fully paid as to principal and interest
or all the Bonds have been refunded.
Accrued interest and premium, if any, received from the purchasers of the Bonds shall be deposited in the Bond Fund,
and shall be taken into consideration and reduce the amount of the monthly deposits hereinabove required which would otherwise
be required to be deposited in the Bond Fund from the Net Revenues of the System. ·
(b) In addition to the amounts to be deposited in the Bond Fund to pay current principal and interest for the Bonds
Similarly Secured, the City reaffirms its covenant to the holders of the Previously Issued Bonds and agrees to accumulate and
maintain in said Fund a reserve amount (the "Reserve Portion") equal to not less than the average annual principal and interest
requirements of all outstanding Bonds Similarly Secured (calculated and redetermined at the time of issuance of each series of
Bonds Similarly Secured).
In accordance with the ordinances authorizing the issuance of the Previously Issued Bonds, there is currently on deposit
to the credit of the Reserve Portion of the Bond Fund the sum of$2,631,784 (the "Current Reserve"). By virtue ofthe issuance of
the Bonds, the amount required to be on deposit in the Re5erve Portion of the Bond Fund is determined to be $2,759,652 (the
"Required Reserve"), which amount equals not less than the average annual principal and interest requirements of the outstanding
Bonds Similarly Secured after giving effect to the issuance of the Bonds. Simultaneously with the delivery of the Bonds, the City
shall cause to be deposited to the credit of the Reserve Portion the difference betWeen the Required Reserve Fund Amount and the
Current Reserve. ·
The Reserve Portion of the Bond Fund shall be made available for and reasonably employed in meeting the requirements
of the Bond Fund if need be, ahd if any amount thereof is so employed, the Reserve Portion in the Bond Fund shall be fully
restored to the Required Reserve Fund Amount as rapidly as possible from the first available Net Revenues of the System in the
System Fund subject only to the priority of payments hereinabove prescribed in Section 14. Any amounts on deposit in the
Reserve Portion of the Bond Fund which· is in excess of the Required Reserve Fund Amount be transferred to the portion of the
Bond Fund maintained for the payment of principal of and interest ori the Bonds Similarly Secured to the same become due and
payable.
SECTION 16: Payment of Bonds. While any of the Bonds are outstanding, the proper officers of the City are
hereby authorized to transfer or cause to be transferred to the Paying Agent/Registrar, from funds on deposit in the Bond Fund,
including the Reserve Portion, if necessary, amounts sufficient to fully pay and discharge promptly as each installment of interest
and principal of the Bonds accrues or matures or comes due by reason of redemption prior to maturity; such transfer of funds to be
made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the Bonds at
the close of the business day next preceding the date of payment for the Bonds.
SECTION 17: Deficiencies in Funds. If in any month the City shall, for any reason, fail to pay into the Bond Fund
the full amounts above stipulated, amounts equivalent to such deficiencies shall be set apart and paid into said Fund from the first
available and unallocated Net Revenues of the System in the following month or months and such payments shall be in addition to
the amounts hereinabove provided to be otherwise paid into said Fund during such month or months.
SECTION 18: Excess Revenues. Any surplus Net Revenues of the System remaining after all payments have been
made into the Bond Fund and after all deficiencies in making deposits to·said Fund have been remedied, may be used for any other
City purposes now or hereafter permitted by law, including the use thereoffor the retirement in advance of maturity of the Bonds
Similarly Secured by the purchase of any of such Bonds Similarly Secured on the open market at not exceeding the market value
thereof. Nothing herein, however, shall be construed as impairing the right ofthe City to pay, in accordance with the provisions
thereof, any junior lien bonds legally issued and payable out of the Net Revenues of the System.
SECTION 19: Security of Funds. Moneys on deposit in the System Fund (except any amounts as may be properly
invested) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public
funds. Moneys on deposit in the Bond Fund shall be continuously secured by a valid pledge of direCt obligatioris of, or obligations
unconditionally guaranteed by the United States of America, having a par value, or market value when less than par, exclusive of
accrued interest, at all times at least equal to the amount of money to be deposited in said Fund. All sums deposited in said Bond
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Fund shall be held as a trust fund for the benefit of the holders of the Bonds Similarly Secured, the beneficial interest in which shall
be regarded as existing in such holders. To the extent that money in the Reserve Portion of the Bond Fund is invested under the
provisions of Section 20 hereof, securing such money as provided otherwise in this section, is not required.
SECfiON 20: Investment of Reserve Portion of Bond Fund. The custodian bank shall, when authorized by the
City Council, invest the Reserve Portion of the Bond Fund in direct obligations ot: or obligations guaranteed by the United States
of America, or invested in direct obligations of the Federal Intermediate Credit Banks, Federal Land Banks, Federal National
Mortgage Association, Federal Home Loan Banks or Banks for Cooperatives, and which such investment obligations must mature
or be subject to redemption at the option of the holder, within not to exceed five years from the date of making the investment.
Such obligations shall be held by the depository impressed with the same trust for the benefit of the bondholders as the Bond Fund
itself, and if at any time uninvested funds shall be insufficient to permit payment of principal and interest maturities for the Bonds
Similarly Secured, the said custodian bank shall sell on the open market such amount of the securities as is required to pay said
Bonds Similarly Secured and interest when due and shall give notice thereof to the City. All moneys resulting from maturity of
principal and interest of the securities shall be reinvested or accumulated in the Reserve Portion of the Bond Fund and considered a
part thereof and used for and only for the pwposes hereinabove provided with respect to said Reserve Portion, provided that when
the full amount required to be accumulated in the Reserve Portion of the Bond Fund (being the amounts required to be
accumulated by the ordinances authorizing the Bonds Similarly Secured) is accumulated, any interest increment may be used in the
Bond Fund to reduce the payments that would otherwise be required to pay the current debt service requirements on Bonds
Similarly Secured.
Amounts on deposit in any of the Funds herein referred to and allocable to the Bonds or Additional Bonds, if issued,
shall be invested as provided in the Public Funds Investment Act and in this Ordinance to the extent the investment provisions of
this Ordinance are consistent with such Act.
SECTION 21: Issuance of Additional Paritv Bonds. In addition to the right to issue bonds of inferior lien as
authorized by the laws of the State of Texas, the City hereby reserves the right to issue Additional Bonds which, when duly
authorized and issued in compliance with the terms and conditions hereinafter appearing, shall be on a parity with the Previously
Issued Bonds and the Bonds herein authorized, payable from and equally and ratably secured by a flrst lien on and pledge of the
Net Revenues of the System. The Additional Bonds may be issued in one or more installments, provided, however, that none shall
be issued unless and until the following conditions have been met:
(a) The Mayor and City Treasurer have certified that the City is not then in default-as to any
covenant, condition or obligation prescribed by any ordinance authorizing the issuance of Bonds Similarly
Secured then outstanding, including showings that all interest, sinking and reserve funds then provided for
have been fully maintained in accordance with the provisions of said ordinances;
(b) The applicable laws of the State of Texas in force at the time provide permission and
authority for the issuance of such bonds and have been fully complied with;
(c) The City has secured from an independent Certified Public Accountant his written report
demonstrating that the Net Revenues of the System were, during the last completed Fiscal Year, or during any
consecutive twelve (12) months period of the last fifteen (15) consecutive months .prior to the month of
adoption of the ordinance authorizing the Additional Bonds, equal to at least one and one-half (1-l/2} times
the average annual principal and interest requirements of all the bonds which will be secured by a fU'St lien on
and pledge of the Net Revenues of the System and which will be outstanding upon the issuance of the
Additional Bonds; and further demonstrating that for the same period as is employed in arriving at the
aforementioned test said Net Revenues were equal to at least one and one-flfth (1-115) times the maximum
annual principal and interest requirements of all such bonds as will be outstanding upon the issuance of the
Additional Bonds;
(d) The Additional Bonds are made to mature on April15 or October 15, or both, in each of
the years in which they are provided to mature;
(e) The Reserve Portion of the Bond Fund shall be accumulated and supplemented as
necessary to maintain a sum which shall be not less than the average annual principal and interest requirements
of all bonds secured by a fU'St lien on and pledge of the Net Revenues of the System which will be outstanding
upon the issuance of any series of Additional Bonds. Accordingly, each ordinance authorizing the issuance of
any series of Additional Bonds shall provide for any required increase in the Reserve Portion. and if
supplementation is necessary to meet all conditions of said Reserve Portion. said ordinances shall make ..
provision that same be supplemented by the required amounts in equal monthly installments over a period of
not to exceed sixty ( 60) calendar months from the dating of such Additional Bonds.
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When thus issued, such Additional Bonds may be secured by a pledge of the Net Revenues of the System on a parity in
all things with the pledge securing the issuance of the Bonds and the Previously Issued Bonds.
SECTION 22: Maintenance and Operation -Insurance. The City hereby covenants and agrees to maintain the
System in good condition and operate the same in an efficient manner and at reasonable cost. The City further agrees to maintain
insurance for the benefit of the registered owners of the Bonds of the kinds and in the amounts which are usually carried by private
companies operating similar properties, and that during such time all policies of insurance shall be maintained in force and kept
current as to premium payments. All moneys received from losses under such insurance policies other than public liability policies
are hereby pledged as security for the Bonds Similarly Secured until and unless the proceeds thereof are paid out in making good
the loss or damage in respect of which such proceeds are received, either by" replacing the property destroyed or repairing the
property damaged, and adequate provisions are made within ninety (90) days after the date of the loss for making good such loss or
damage. The premiums for all insurance policies required under the provisions of this Section shall be considered as maintenance
and operation expenses of the System:
SECTION 23: Records -Accounts -Accounting Reports. The City hereby covenants and agrees while any of the
Bonds or any interest thereon remain outstanding and unpa:id, it will keep and maintain a proper and complete system of records
and accounts pertaining to the operation of the System separate and apart from all other records and accounts of the City in
accordance with generally aCcepted accounting principles prescribed for municipal corporations, and complete and correct entries
shall be made of all transactions relating to said System, as provided by applicable law. The Holder of any Bonds, or any duly
authorized agent or agents of such Holder, shall have the right at all reasonable times to inspect all such records, accounts and data
relating thereto and to inspect the System and all properties comprising same. The City further agrees that as soon as possible
following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of
Certified Public Accountants. Each such audit, in addition to whatever other matters may be thought proper by the Accountant,
shall particularly include the following:
(a) A detailed statement of the income and expenditures of the System for such Fiscal Year;
(b) A balance sheet as of the end of such Fiscal Year;
(c) The Accountant's comments regarding the manner in which the City has complied with
the covenants and requirements of this Ordinance and his recommendations for any changes or improvements
in the operation, records and accounts of the System; · ·
(d) A list of the insurance policies in force at the end· of the Fiscal· Year on the System
properties, setting out as to each policy the amount thereof, the risk·covered, the·na:me of the insurer; and the
policy's expiration date;
(e) A list of the securities which have been on deposit as security for the money in the Bond
Fund throughout the Fiscal Year and a list of the securities, if any, in which the Reserve Portion of the Bond
Fund has been invested. · ·
(f) The total number of metered and unmetered customers, if any, connected with the System
at the end of the Fisc8! Year.
Expenses incurred in making the audits above referred to are to be regarded as maintenance and operating expenses of
the System and paid as such. Copies of the aforesaid annual audit shall be immediately furnished to the Executive Director of the
Municipal Advisory Council ofTexas at his office in Austin, Texas, and, upon written request, to the original purchasers and any
subsequent Holders of the Bonds.
SECTION 24: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the
State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults In payments to be made to the Bond
Fund as required by this Ordinance or (b) defaults in the observance or performance of any other of the covenants, conditions or
obligations set forth in this Ordinance, with the consent of the Holders of any of the Bonds shall be entitled to a writ of mandamus
issued by a court of proper jurisdiction compelling and requiring the City Council and other officers of the City to observe and
perform any covenant, condition or obligation prescribed in this Ordinance.
No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power, or
shall be construed to be a waiver of any such default or acquiescence therein, and every such right or power may be exercised from
time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other
existing remedies and the specifications of such remedies shall not be deemed to be exclusive.·.
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SECTION25: Special Covenants. The City hereby further covenants as follows:
(a) It has the lawful power to pledge the revenues supporting this issue of Bonds and has
lawfully exercised said power under the Constitution and laws of the State of Texas, including Articles 717k,
II II et seq. and 2368a, Tex. Rev. Civ. Stat; that the Previously Issued Bonds, the Bonds and the Additional
Bonds, when issued, shall be ratably secured under said pledge of income in such manner that one bond shall
have no preference over any other bond of said issues.
(b) Other than for the payment of the Previously Issued Bonds and the Bonds, the Net
Revenues of the System have not been pledged to the payment of any debt or obligation of the City or of the
System.
(c) While any of the Bonds or any interest thereon remain outstanding, the City will not sell,
lease or encumber the System or any substantial part thereof; provided, however, this covenant shall not be
construed .to prohibit the sale of such machinery, or other properties or equipment which has become obsolete
or otherwise unsuited to the efficient operation of the System when other property of equal value has been
substituted therefor, and, also, with the exception of the Additional Bonds expressly permitted by this
Ordinance to be issued, it will not encumber the Net Revenues of the System unless such encumbrance is
made junior and subordinate to all of the provisions of this Ordinance. In the event the City sells the System,
the City will use proceeds of such sale to provide for final payment of the Bonds, the Previously Issued Bonds,
and any Additional Bonds.
(d) The City will cause to be rendered monthly to each customer receiving electric services a
statement therefor and will not accept payment of less than all of any statement so rendered, using its power
under existing ordinances and under all such ordinances to become effective in the future to enforce payment,
to withhold service from such delinquent customers and to enforce and authorize reconnection charges.
(e) The City will faithfully and punctually perform all duties with respect to the System
required by the Constitution and laws of the State of Texas, including the making and collecting of reasonable
and sufficient rates for services supplied by the System, and the segregation and application of the revenues of
the System as required by the provisions of this Ordinance.
(f) No free service shall be provided by the System and to the extent the City or its
departments or agencies utilize the services provided by the System, payment shall be made therefor at rates
charged to others for similar service.
SECTION 26: Soecial Obligations. The Bonds are special obligations of the City payable from the pledged Net
Revenues of the System and the Holders thereof shall never have the right to demand payment thereof out of funds raised or to be
raised by taxation.
SECTION 27: Ordinance to Constitute Contract. The provisions of the Ordinance shall constitute a contract
between the City and the Holder or Holders from time to time of the Bonds and no change, variation or alteration of any kind of the
provisions of the Ordinance may be made, except as permitted in this Section. The City may, without the consent of or notice to
any Holder or Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of
the Holders and, with the consent of Holder or Holders holding a majority in aggregate principal amount of the Bonds then
Outstanding affected thereby, the City may amend, add to, or rescind any of the provisions of this Ordinance; provided that,
without the consent of all Holders of Outstanding Bonds, no such amendment, addition or rescission shall (I) extend the time or
times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, the
redemption price therefor, or the rate of interest thereon, or in any other way modify the terms . of payment of the principal of,
premium, if any, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate
principal amount of Bonds required for consent to any such amendment, addition or rescission.
SECTION 29: Satisfaction of Obligation 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 interest on the Bonds, at the times and in the manner stipulated in this
Ordinance, then the pledge of the Net Revenues of the System under this Ordinance and all other obligations of the City to the
Holders shall thereupon cease, terminate, and become void and be discharged and satisfied.
Bonds or any principal amount(s) thereof 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 Bonds or the principal amount(s) thereof at maturity
or to the redemption date therefor, 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 Obligations shall have been irrevocably
deposited in trust with the Paying Agent/ Registrar, or an authorized escrow agent, which Government Obligations have been
37
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 Bonds, 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
Obligations will be made under this Section and no use made of any such deposit which would cause the Bonds 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, or an authorized escrow agent, and all income from
Government Obligations 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 Bonds, 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 Bonds and remaining unclaimed for a period of
four (4) years after the Stated Maturity, or applicable redemption date, of the Bonds 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.
SECTION30: Notices to Holders-Waiver. 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 as it appears in the Security Register.
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 Bonds. 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 riotice. 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 31: Mutilated -Destroyed-Lost and Stolen Bonds. In case any Bond shall be mutilated, or destroyed,
lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Bond of like foim and tenor, and in the same
denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or
in lieu of and in substitution for such destroyed, lost or stolen Bond, 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 Bond, 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 Bond shall be borne by the
Holder of the Bond mutilated, or destroyed, lost or stolen.
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a
replacement of the prior obligation of the City, whether or not the mutilated,· destroyed, lost, or stolen Bond shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding
Bonds.
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 Bonds.
SECTION 32: Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, 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 Bonds previously certified -or registered and delivered which
the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be disposed of as directed by the City,
SECTION 43: Continuing Disclosure Undertaking. (a)
have the meanings ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
Definitions. As used in this Section, the following terms
"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.
38
"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 deparbnent, 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 Reports. The City shall provide annually to each NRMSlR and any SID, within six months after the
end of each fiscal year (beginning with the fiscal year ending September 30, 1999) financial infonnation and operating data with
respect to the City of the general type included in the infonnation described in Exhibit B hereto. Financial statements to be
provided shall be (1) prepared in accordance with the accounting principles described in Exhibit B 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 infonnation and operating data must be provided, then the
City shall provide unaudited financial statements for the applicable fiscal year to each NRMSlR 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 NRMSlR 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 infonnation 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 NRMSlR and any SID or filed with the
SEC.
(c) Material Event Notices. The City shall notify any SID and either each NRMSlR or the MSRB, in a timely
manner, of any of the following events with respect to the Bonds, 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 fmancial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
S. Substitution of credit or liquidity providers, or their failure to perfonn;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds; and
ll. Rating changes.
The City shall notify any SID and either each NRMSlR 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 perfonn the covenants
specified in this Section while, but only while, the City remains an "obligated person" with respect to the Bonds within the
meaning of the Rule, except that the City in any event will give the notice required by subsection (c) hereof of any Bond 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 Bonds, 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 fmancial infonnation, operating data, fmancial statements, and notices which it
has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other infonnation 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 infonnation or its usefulness to a decision to invest in or sell Bonds at
any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER
OF ANY BOND 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
39
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.
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 ( l) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell
Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of
the Rule to .the date of such amendment, as well as such changed circumstances, and (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 Bonds 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 Bonds. 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 Bonds from lawfully purchasing or selling Bonds in such offering. If the City so amends the provisions of this
Section, it shall include with any amended financial information or operating data filed with each NRMSIR and SID pursuant to
subsection (b) ofthis Section 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.
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TAX MATTERS
TAX ExEMPTION ... The delivery of the Bonds is subject to the opinion of Bond Counsel to the effect that interest on the Bonds
for federal income tax purposes (1) will be excludable from gross income, as defined in section 61 of the Internal Revenue Code
of 1986, as amended to the date of such opinion (the "Code"), pursuant to section 103 of the Code and existing regulations,
published rulings, and court decisions, and (2) will not be included in computing the alternative minimum taxable income of the
owners thereof who are individuals or, except as hereinafter described, corporations. A form of Bond Counsel's opinion is
reproduced as Appendix C. The statute, regulations, rulings, and court decisions on which such opinion is based are subject to
change.
Interest on all tax-exempt obligations, including the Bonds, owned by a corporation will be included in such corporation's
adjusted current earnings for tax years beginning after 1989, for purposes of calculating the alternative minimum taxable income
of such corporation, other than an S corporation, a qualified mutual fund, a real estate investment trust, a real estate mortgage
investment conduit or a fmancial asset securitization investment trust (F AS IT). A corporation's alternative minimum taxable
income is the basis on which the alternative minimum tax imposed by Section 55 of the Code will be computed.
In rendering the foregoing opinions, Bond Counsel will rely upon representations and certifications of the City made in a
certificate dated the date of delivery of the Bonds pertaining to the use, expenditure, and investment of the proceeds of the Bonds
and will assume continuing compliance by the City with the provisions of the Ordinance subsequent to the issuance of the
Bonds. The Ordinance contains covenants by the City with respect to, among other matters, the use of the proceeds of the Bonds
and the facilities financed therewith by persons other than state or local governmental units, the manner in which the proceeds of
the Bonds are to be invested, the periodic calculation and payment to the United States Treasury of arbitrage "profits" from the
investment of the proceeds, and the reporting of certain information to the United States Treasury. Failure to comply with any of
these covenants would cause interest on the Bonds to be includable in the gross income of the owners thereof from date of the
issuance of the Bonds.
Except as described above, Bond Counsel expresses no other opinion with respect to any other federal, state or local tax
consequences under present law, or proposed legislation, resulting from the receipt or accrual of interest on, or the acquisition or
disposition of, the Bonds. Prospective purchasers of the Bonds should be aware that the ownership of tax-exempt obligations
such as the Bonds may result in collateral federal tax consequences to, among others, fmancial institutions, life insurance
companies, property and casualty insurance companies, certain foreign corporations doing business in the United States, S
corporations with subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits,
individuals otherwise qualifying for the earned income tax credit, owners of an interest in a FASIT, and taxpayers who may be
deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable
to, tax-exempt obligations. Prospective purchasers should consult their own tax advisors as to the applicability of these
consequences to their particular circumstances.
TAX ACCOUNTING TREATMENT OF DISCOUNT AND PREMIUM ON CERTAIN BONDS ... The initial public offering price of certain
Bonds (the "Discount Bonds") may be less than the amount payable on such Bonds at maturity. An amount equal to the
difference between the initial public offering price of a Discount Bond (assuming that a substantial amount of the Discount
Bonds of that maturity are sold to the public at such price) and the amount payable at maturity constitutes original issue discount
to the initial purchaser of such Discount Bond. A portion of such original issue discount allocable to the holding period of such
Discount Bond by the initial purchaser will, upon the disposition of such Discount Bond (including by reason of its payment at
maturity), be treated as interest excludable from gross income, rather than as taxable gain, for federal income tax purposes, on
the same terms and conditions as those for other interest on the Bonds described above under "Tax Exemption." Such interest is
considered to be accrued actuarially in accordance with the constant interest method over the life of a Discount Bond, taking into
account the semiannual compounding of accrued interest, at the yield to maturity on such Discount Bond and generally will be
allocated to an original purchaser in a different amount from the amount of the payment denominated as interest actually
received by the original purchaser during the tax year.
However, such interest may be required to be taken into account in determining the alternative minimum taxable income of a
corporation, for purposes of calculating a corporation's alternative minimum tax imposed by Section 55 of the Code, and the
amount of the branch profits tax applicable to certain foreign corporations doing business in the United States, even though there
will not be a corresponding cash payment. In addition, the accrual of such interest may result in certain other collateral federal
income tax consequences to, among others, financial institutions, life insurance companies, property and casualty insurance
companies, S corporations with "subchapter C" earnings and profits, individual recipients of Social Security or Railroad
Retirement benefits, individuals otherwise qualifying for earned income tax credit, owners of an interest in a FASIT, and
taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred
certain expenses allocable to, tax-exempt obligations. Moreover, in the event of the redemption, sale or other taxable disposition
of a Discount Bond by the initial owner prior to maturity, the amount realized by such owner in excess of the basis of such
Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period
for which such Discount Bond was held) is includable in gross income.
41
Owners of Discount Bonds should consult with their own tax advisors with respect to the determination of accrued original issue
discount on Discount Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning
and disposing of Discount Bonds. It is possible that, under applicable provisions governing determination of state and local
income taxes, accrued interest on Discount Bonds may be deemed to be received in the year of accrual even though there will not
be a corresponding cash payment. ·
The initial public offering price of certain Bonds (the "Premium Bonds") may be greater than the amount payable on such Bonds
at maturity. An amount equal' to the difference between the initial public offering price of a Premium Bond (assuming that a
substantial amount of the Premium Bonds of that maturity are sold to the public at such price) and the amount payable at
maturity constitutes premium to the initial purchaser of such Premium Bonds. The basis for federal income tax purposes of a
Premium Bond in the hands of such initial purchaser must be reduced each year by the amortizable bond premium, although no
federal income tax deduction is allowed as a result of such reduction in basis for amortizable bond premium. Such reduction in
basis will increase the amount of any gain (or decrease the amount of any loss) to be recognized for federal income tax purposes
upon a 'sale or other taxable disposition of a Premium Bond. The amount of premium which is amortizabl~ each year by an
initial purchaser is determined by using such purchaser's yield to maturity.
Purchasers of the Premium Bonds should consult with their own tax advisors with respect to the determination of amortizable
bond premium on Premium Bonds for federal income tax purposes and with respect to the state and local tax consequences of
owning and disposing of Premium Bonds.
42
CONTINUING DISCLOSURE OF INFORMATION
In the Ordinance, the City has made the following agreement for the benefit of the holders and beneficial owners of the Bonds.
The City is required to observe the agreement for so long as it remains obligated to advance funds to pay the Bonds. Under the
agreement, the City will be obligated to provide certain updated financial information and operating data annually, and timely
notice of specified material events, to certain information vendors. This information will be available to securities brokers and
others who subscribe to receive the information from the vendors.
ANNUAL REPORTS ••• The City will provide certain updated financial ·information and operating data to certain information
vendors annually. The information to be updated includes all quantitative financial information and operating data with respect
to the City ofthe general type included in this Official Statement under Tables numbered I through II and in Appendix B. The
City will update and provide this information within six (6) months after the end of each fiscal year ending in or after 1999. The
City will provide the updated information to each nationally recognized municipal securities information repository
("NRMSIR") and to any state information depository ("SID") that is designated by the State of Texas and approved by the State
of Texas and approved by the staff of the United States Securities and Exchange Commission (the "SEC").
The City may provide updated information in full text or may incorporate by reference certain other publicly available
documents, as permitted by SEC Rule 1 5c2-12. The updated information will include audited financial statements, if the City
commissions an audit and it is completed by the required time. If audited financial statements are not available by the required
time, the City will provide unaudited fmancial statements by the required time and audited fmancial statements when and if
audited such financial statements become available. Any such financial statements will be prepared in accordance with the
accounting principles described in Appendix B or such other accounting principles as the City may be required to employ from
time to time pursuant to state Jaw or regulation.
The City's current fiscal year end is September 30. Accordingly, it must provide updated information by March 31 in each year,
unless the City changes its fiscal year. If the City changes its fiscal year, it will notify each NRMSIR and the SID of the change.
The Municipal Advisory Council of Texas has been designated by the State of Texas and approved by the SEC staff as a
qualified SID. The address ofthe Municipal Advisory Council is 600 West 8th Street, P. 0. Box 2177, Austin, Texas 78768-
2177, and its telephone number is 512/476-6947.
MATERIAL EVENT NOTICES ••. The City will also provide timely notices of certain events to certain information vendors. The
City will provide notice of any of the following events with respect to the Bonds, if such event is material to a decision to
purchase or sell Bonds: (I) 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 Bonds; (7) modifications to rights of holders of the Bonds; (8) Bond calls; (9) defeasances;
(10) release, substitution, or sale of property securing repayment of the Bonds; and (11) rating changes. Neither the Bonds nor
the Ordinance make any provision for liquidity enhancement. In addition, the City will provide timely notice of any failure by
the City to provide information, data, or financial statements in accordance with its agreement described above under "Annual
Reports." The City will provide each notice described in this paragraph to the SID and to either each NRMSIR or the Municipal
Securities Rulemaking Board ("MSRB").
AVAILABILITY OF INFoRMATION FROM NRMSIRs AND SID ... The City has agreed to provide the foregoing information only
to NRMSIRs and the SID. The information will be available to holders of Bonds only if the holders comply with the procedures
and pay the charges established by such information vendors or obtain the information through securities brokers who do so.
LIMITATIONS AND AMENDMENTS .•• The City has agreed to update information and to provide notices of material events only as
described above. The City has not agreed to provide other information that may be relevant or material to a complete
presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided,
except as described above. The City makes no representation or warranty concerning such information or concerning its
usefulness to a decision to invest in or sell Bonds at any future date. The City disclaims any contractual or tort liability for
damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made
pursuant to its agreement, although holders of Bonds may seek a writ of mandamus to compel the City to comply with its
agreement.
The City may amend its continuing disclosure agreement from time to time to adapt to changed circumstances that arise from a
change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, if (i)
the agreement, as amended, would have permitted an underwriter to purchase or sell Bonds in the offering described herein in
compliance with the Rule, taking into account any amendments or interpretations of the Rule to the. date of such amendment, as
well as such changed circumstances, and (ii) either (a) the holders of a majority in aggregate principal amount of the outstanding
Bonds consent to the amendment or (b) any person unaffiliated with the City (such as nationally recognized bond counsel)
43
determines that the amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The
City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the
applicable provisions of the SEC Rule 15c2-12 or a court of final jurisdiction enters judgment that such provisions of the SEC
Rule 15c2-12 are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the City so amends the agreement, it has agreed to
include with the next financial information and operating data provided in accordance with its agreement described above under
"Annual Reports" an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the
type of financial information and operating data so provided. ·
COMPLIANCE WITH PRIOR UNDERTAKINGS ... The City has complied i_n all material respects with all continuing disclosure
agreements made by it in accordance with SEC Rule 15c2-12.
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OTHER INFORMATION
RATINGS
The Bonds are rated "Aaa" by Moody's, "AAA" by S&P and "AAA" by Fitch by virtue of the commitment of Ambac Assurance
Corporation to deliver its municipal bond insurance policy with respect to the Bonds upon the delivery of the Bonds to the
Underwriters. The underlying rating for the Bonds are ''AI" by Moody's, "A+" by S&P and "A+" by Fitch. An explanation of
the significance of such ratings may be obtained from the company furnishing the rating. The ratings reflect only the respective
views of such organizations and the City makes no representation as to the appropriateness of the ratings. There is no assurance
that such ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by
either or both of such rating companies, if in the judgment of either or both companies, circumstances so warrant. Any such
downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the
Bonds.
LmGATION
It is the opinion of the City Attorney and City Staff that there is no pending litigation against the City that would have a material
adverse financial impact upon the City or the System or the operation of the City or the System.
REGISTRATION AND QUALIFICATION OF BONDS FOR SALE
The sale of the Bonds has not been registered under the Federal Securities Act of 1933, as amended, in reliance upon the
exemption provided thereunder by Section 3(a)(2); and the Bonds have not been qualified under the Securities Act of Texas in
reliance upon various exemptions contained therein; nor have the Bonds been qualified under the securities acts of any
jurisdiction. The City assumes no responsibility for qualification of the Bonds under the securities laws of any jurisdiction in
which the Bonds may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for
qualification for sale or other disposition of the Bonds shall not be construed as an interpretation of any kind with regard to the
availability of any exemption from securities registration provisions.
LEGAL INvEsTMENTS AND ELIGmn.ITY TO SECURE PuBLIC FuNDs IN TEXAS
Section 9 of the Bond Procedures Act provides that the Bonds "shall constitute negotiabl~ instruments, and are investment
securities governed by Chapter 8, Texas Uniform Commercial Code, notwithstanding any provisions of law or court decision to
the contrary, and are legal and authorized investments for banks, savings banks, trust companies, building and loan associations,
savings and loan associations, insurance companies, fiduciaries, and trustees, and for the sinking fund of cities, towns, villages,
school districts, and other political subdivisions or public agencies of the State of Texas". The Bonds are eligible to s.ecure
deposits of any public funds of the state, its agencies and political subdivisions, and are legal security for those deposits to the
extent of their market value. For political subdivisions in Texas which have adopted investment policies and guidelines in
accordance with the Public Funds Investment Act (V.T.C.A., G.ovemment Code, Chapter 2256), the Bonds may have to be
assigned a rating of" A" or its equivalent as to investment quality by a national rating agency. before such obligations are eligible
investments for sinking funds and other public funds. No review by the City has been made of the laws in other states to
determine whether the Bonds are legal investments for various institutions in tho~ states.
LEGAL OPINIONS
The City will furnish a complete transcript of proceedings had incident to the authorization and issuance of the Bonds, including
the unqualified approving legal opinion of the Attorney General of Texas approving the Initial Bond and to the effect that the
Bonds are valid and legally binding special obligations of the City, and based upon examination of such transcript of
proceedings, the approving legal opinion of Bond Counsel to like effect and to the effect that the interest on the Bonds will be
excludable from gross income for federal income tax purposes under Section l03(a) of the Code, subject to the matters described
under "Tax Matters" herein, including the alternative minimum tax on corporations. Bond Counsel was not requested to
participate, and did not take part, in the preparation of the Official Statement, and such firm has not assumed any responsibility
with respect thereto or undertaken independently to verify any of the information contained therein, except that, in its capacity as
Bond Counsel, such . firm has reviewed the information under captions "Plan of Financing", "The Bonds" (exclusive of
subcaptions "Book-Entry-Only System" and "Bondholders' Remedies"), "Selected Provisions of the Bond Ordinance", "Tax
Matters" and "Continuing Disclosure of Information" (exclusive of the subcaption "Compliance with Prior Undertakings") and
the subcaptions "Legal Opinions" (except for the last two sentences thereof) and "Legal Investments and Eligibility to Secure
Public Funds in Texas" in the Official Statement and such firm is of the opinion that the information relating to the Bonds and
the legal issues contained under such captions and subcaptions is an accurate and fair description of the laws and legal issues
addressed therein and, with respect to the Bonds, such information conforms to the Ordinance. The legal fee to be paid to Bond
Counsel for services rendered in connection with the issuance of the Bonds is contingent on the sale and delivery of the Bonds.
The legal opinion will accompany the Bonds deposited with DTC or will be printed on the Bonds in the event of the
.discontinuance of the Book-Entry-Only System. Certain legal matters will be passed upon for the. Underwriters by McCall,
45
Parkhurst & Horton L.L.P., Dallas, Texas, Counsel to the Underwriters. The fees of Counsel to the Underwriters are contingent
upon the sale and delivery of the Bonds.
YEAR 2000 IssuE
Possible Impact of the Issue. The Year 2000 issue results from computer programs that do not differentiate between the Year
1900 and the Year 2000 because they were written using two digits rather than four to define the applicable year; accordingly,
computer systems and equipment with embedded computer hardware that have time-sensitive calculations or functions may not
properly recognize the Year 2000. As described below, while the City is taking steps to assess the full scope of the Year 2000
issue on its operations, and it believes that it has identified the areas of its operations that it will need to modify (to the extent
that it has not already done so), given the proliferation of computers and embedded computed processing devices or
"microchips" throughout virtually all aspects of the City's operations and in the general economic environment, in which the City
is only a small part, it is possible that despite all precautions taken, the Year 2000 computer issue will become manifest. The
description herein of the Year 2000 issue and the City's efforts to address the issue, is not intended to be a complete description
of the issue or all aspects of the City's response to the issue.
The City's Year 2000 Strategy. The City's Information Technology ("IT") employees began working to identify Year 2000
issues in the City's IT equipment and software during the 1995/96 fiscal year. In late 1997, City management, acknowledging
that the Year 2000 issue is not merely a "computer" issue, formally delegated responsibility within the City government to the
City's Information Technology Director for all computer hardware, software, radio and telephone issues, while the City
Manager's office assumed responsibility for embedded chips in the City's physical equipment, including, particularly, the City's
electric utility system, which serves approximately 65% of the electric customers in the City, as well as the other enterprise funds
of the City and the City's traffic control and public safety equipment. The City Manager's office then formed a Y2K Committee
that included three persons from each City department. The Y2K Committee conducted an embedded chip inventory of the City,
and in early 1998 the City solicited proposals for embedded chip consulting services to review the City's internal efforts and to
further evidence the City's good-faith effort to remedy any Year 2000 vulnerabilities. Based upon the requests for proposals and
the City's status as a provider of electric service to its residents, the City selected a consultant that has particular experience with
electric utilities. With the assistance of its consultant, the City believes it has identified and addressed embedded chips in the
City's mission critical operations. To date, the City has budgeted approximately $225,000 specifically for Year 2000
remediation. However, the City's total expenditures associated with the Year 2000 matter have been substantially greater, as the
City has absorbed many of the costs to date through departmental budgets, which include on-going technology upgrades of
various types that are made to enhance the effrciency of the City, but serve as well to replace hardware, software and equipment
that may not be Year 200Q-compliant. Among the items that the City has funded or is funding in the current fiscal year that have
some relationship to Year 2000 issues are a new billing system for the City's water, sewer and electric systems, a third intertie for
the electric utility system, new SCAD A equipment for the City's water, sewer and eclectic systems and new personal computers
in various City departments as well as main frame computer equipment for the City.
The City's goal with respect to the "millennium bug" is to ensure that all City IT and non-IT hardware and software are made
compliant. The City has prioritized its efforts to those items of equipment and software that the City considers to be mission
critical for the City and its residents. The City acknowledges, however that it is possible that despite its good faith effort to
identify all areas of City government that could be affected by this phenomenon, the issue may manifest itself in the City.
Moreover, the City cannot predict the extent to which persons not directly within the control of the City will address the issue.
Consequently, the City's Year 2000 strategy includes the measures described above that are designed to identify and address the
City's exposure to the Year 2000 issue, but also includes testing of IT and non-IT equipment, the preparation of a Y2K ·Business
Continuation Plan for the City, which is a disaster response plan to keep City government functioning in the event of unforeseen
emergency circumstances, and a general public. awareness program. The City's public awareness program has included
testimony by City officials in congressional hearings and in forums around the State of Texas that have been sponsored by the
Texas Department of Information Resources. The City has also established a newsletter for local citizens that address the City's
Year 2000 readiness and has provided additional information on the issue on the City's web site. Moreover, in September 1998,
the City conducted a mock Year 2000 emergency test in the City's Emergency Operations Center which provided City staff and
the public with an opportunity to assess various situations under certain "worst case scenario" situations. The City's Year 2000
strategy includes continued public awareness efforts, remediation of City properties and testing of City equipment and IT
systems during 1999. Despite the City's efforts, should it fail to identify and/or adequately address Year 2000 issues it is
possible that events could arise that would have a material adverse effect on the operations and financial position of the City.
Interdependency with Other Entities. The City contracts with numerous third party vendors (the "vendors"), including the
Lubbock County Appraisal District, for tax collection and appraisal; the Canadian River Municipal Water District; Southwestern
for purchased power; and various public companies for gas service and telephone service. The City is seeking confmnation from
its vendors that they are or will be Year 2000 compliant on a timely basis. In addition to utility service interdependency, the
City, like other municipalities and business, is interdependent with, among others, financial service sector entities, who collect
tax payments and process financial transactions for the City. While the City is implementing a Year 2000 strategy, as described
above, it cannot control the operations of such entities. Any particular manifestation of the Year 2000 issue by entities with
whom the City does business or any material and adverse manifestation of Year 2000 issues in the economy as a whole could
46
materially and adversely affect the ability of the City to deliver its governmental services and/or its financial condition. See
"The Bonds -Book-Entry-Only System" for a discussion of the Year 2000 compliance efforts of The Depository Trust
Company.
FINANCIAL ADVISOR
First Southwest Company is employed as Financial Advisor to the City in connection with the issuance of the Bonds. The
Financial Advisor's fee for services rendered with respect to the sale of the Bonds is contingent upon the issuance and delivery of
the Bonds. First Southwest Company, in its capacity as Financial Advisor, has relied on the opinion of Bond Counsel and has
not verified and does not assume any responsibility for the information, covenants and representations contained in any of the
legal documents with respect to the federal income tax status of the Bonds, or the possible impact of any present. pending or
future actions taken by any legislative or judicial bodies.
VERIFICATION OF ARITHMETICAL AND MATimMATICAL COMPUTATIONS
The arithmetical accuracy of certain computations included in the schedules provided by First Southwest Company on behalf of the
City relating to (a) computation of forecasted receipts of principal and interest on the Federal Securities and the forecasted payments
of principal and interest to redeem the Refunded Bonds and (b) computation of the yields of the Bonds and the restricted Federal
Securities were verified by Grant Thornton, LLP, certified public accountants. Such computations were based solely on assumptions
and information supplied by First Southwest Company on behalf of the City. Grant Thornton, LLP has restricted its procedures to
verifying the arithmetical accuracy of certain computations and has not made any study or evaluation of the assumptions and
information on which the computations are based and, accordingly, has not expressed an opinion on the data used, the reasonableness
of the assumptions, or the achievability of the forecasted outcome.
UNDERWRITING
The Underwriters have agreed, subject to certain conditions, to purchase the Bonds from the City, at an underwriting discount of
$91,533.38. The Underwriters will be obligated to purchase all ofthe Bonds if any Bonds are purchased. The Bonds to be offered to
the public may be offered and sold to certain dealers (including the Underwriters) and Other dealers depositing Bonds into investment
trusts) at prices lower than the public offering prices of such Bonds, and such public offering prices may be changed, from time to
time, by the Underwriters.
MISCELLANEOUS
The financial data and other information contained herein have been obtained from the City's records, audited fmancial statements
and other sources which are believed to be reliable. There is no guarantee that any of the assumptions or estimates contained herein
will be realized. All of the summaries of the statutes, documents and ordinances contained in this Official Statement are made
subject to all of the provisions of such statutes, documents and ordinances. These summaries do not purport to be complete
statements of such provisions and reference is made to such documents for further information. Reference is made to original
documents in all respects.
The Ordinance authorizing the issuance of the Bonds will also approve the form and content of this Official Statement. and any
addenda, supplement or amendment thereto, and authorize its further use in the reoffering of the Bonds by the Underwriters.
lsi WINDY SITTON
ATIES~~~
lsi KA IE DARNELL
C Secretary
City of Lubbock, Texas
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Schedule I
SCHEDULEOFREFUNDEDBONDS
Electric Light & Power System Revenue Bonds, Series 1991
Original Maturity Interest Principal
Dated Date Date Rates Amount
5-15-91 4-15-02 6.40% $ 375,000
4-15-03 6.50% 375,000
4-15-04 6.50% 375,000
4-15-05 6.25% 375,000
4-15-06 6.25% 375,000
4-15-07 6.25% 375,000
4-15-08 6.25% 375,000
4-15-09 6.25% 375,000
4-15-10 6.25% 375,000
4-15-11 6.25% 375,000
The 2002-2011 maturities will be redeemed prior to original maturity on April15, 2001 at par.
Electric Light & Power System Revenue Refunding Bonds, Series 1991-B
Original Maturity Interest Principal
Dated Date Date Rates Amount
7-15-91 4-15-01 6.40% $ 510,000
4-15-02 6.50% 490,000
4-15-03 6.50% 480,000
4-15-04 6.600/o 470,000
The 2001-2004 maturities will be redeemed prior to original maturity on Aprill5, 2000 at par.
THIS PAGE LEFT BLANK INTENIIONALLY
APPENDIX A
GENERAL INFORMATION REGARDING THE CITY
• AmarRio
•
City of LMbbod:
Fort Worth• •OaDas
•
* Austin
San Antonio
THIS PAGE LEFT BLANK INTENTIONALLY
THE CITY
LoCATION
The City of Lubbock. County Seat of Lubbock County, Texas, is located on the South Plains of West Texas. Lubbock is the
economic, educational, cultural and medical center of the area
POPULATION
Lubbock is the ninth largest City in Texas:
1910 Census
1920 Census
1930 Census
1940 Census
1950 Census
1960 Census
1970Census
1980Census
1990Census
1994 (Estimated) (1)
1995 (Estimated) (1)
1996 (Estimated) (1)
1997 (Estimated) (1)
1998 (Estimated) (1)
City ofLubbock
(Corporate Limits)
1,938
4,051
20,520
31,853
71,747
128,691
149,701
173,979
186,206
190,038
191,020
193,064
195,367
196,679
Metropolitan Statistical Area ("MSA ") (Lubbock County)
1970 Census 179,295
1980 Census 211,651
1990 Census 222,636 ·
1995 (Estimated) (1) 228,394
1996 (Estimated) (1) 230,838
1997 (Estimated) (1) 232,454
1998 (Estimated) (l) 234,0 ll
(1) Source: City of Lubbock, Texas
AGRICUL n,rR.E; BUSINESS AND INDUSTRY
Lubbock' is the center of a highly mechanized agricultural area with a majority of the crops irrigated with water from underground
sources. Principal crops are cotton and grain sorghums with livestock a major additional source of agricultural income. In 1997
cotton production in the 25-county area in and around Lubbock was 3.4 million bales; 1996 production was 3.10 million bales;
estimated 1998 production is 2.00 million bales.(1) Two major vegetable oil plants located in Lubbock have a combined weekly
capacity of over 1,811 tons of cottonseed and soybean oil. Several major seed companies are headquartered in·Lubbock.
Over 200 manufacturing plants in Lubbock produce such products as semiconductors, vegetable oils, heavy earth-moving
machinery, irrigation equipment and pipe, farm equipment, paperboard boxes, foodstuffs, mobile and prefabricated homes, poultry
and livestock feeds, boilers and pressure vessels, automatic sprinkler system heads, structural steel fabrication and soft drinks.
(1) Source: Plains Cotton Growers, Inc., Lubbock, Texas.
LUBBOCK MSA LABOR FORCE EsTIMATES Ol
October
1998(2)
Civilian Labor Force 126,700
Total Employment 123,400
Unemployment 3,300
Percent Unemployment 2.60"/o
(1) Source: Texas Workforce Commission.
(2) Subject to revision.
1997
124,225
119,358
4,842
3.90%
A-1
Annual Averages
1996 1995 1994 1993
122,183 120,709 117,858 116,677
117,360 115,826 112,865 111,211
4,823 4,883 4,993 5,466
3.90% 4.00% 4.20% 4.70%
Estimated non-agricultural wage and salaried jobs in various categories as of October, 1998, were:
Manufacturing
Construction
Transportation & Public Utilities
Trade
Finance, Insurance and Real Estate
Services
Mining
Government
Total
8,100
4,800
5,700
33,000
5,700
36,100
100
25,300
118,800
MAJOR EMPLOYERS (300 EMPLOYEES OR MORE)
Company
Texas Tech University
Lubbock Independent School District
Methodist Hospital
TTU Health SCiences Center
St. Mary of the Plains Hospital
City of Lubbock
University Medical Center
United Supermarkets
Lubbock State School
Lubbock County
Wal-Mart
Texas Dept. of Criminal Justice Psycfliatric Hospital
Eagle Picher
Caprock Home Health Services
American State Bank
U.S. Postal Service
Furrs Cafeterias
Southwestern Bell Telephone Company
Industrial Molding Corporation
Lubbock Regional MHMR Center
Aramark
Dillard's Department Stores
McLane High Plains
Lubbock Avalanche-Journal
Marriott School Services
Plains National Bank
McDonald's
Type of Business
State University
Public Schools
Hospital
Medical and Allied Health School
Hospital
City Government
Hospital
Supermarkets
School for Mentally Retarded
County Government
Discount Retailer
Psychiatric Hospital
Heavy Equipment Manufacturing
Home Health Care Service
Bank
Post Office
Cafeterias
· Telephone Utility
Manufacturing/Plastic Products
Social Services
Food Broker
Department Stores
Wholesale Food Distributor
Newspaper
Hotel/Housekeeping and Hotel
Bank
Restaurants
(1) Source: Business Development Support Service, City ofLubbock, Texas.
(2) Full and part time.
Estimated
Employees
September, 1998(1)
6,119 (2)
3,345
2,900
2,280
2,139
1,910
1,698
1,415
925
896
893
870 (3)
662
600
560
554
505
455
435
400
400
390
370
340
325
325
320
(3) See "Texas Department of Criminal Justice ("TDCJ") Prison Psychiatric Hospital" following for more detailed information.
EDUCATION-TEXAS TECH UNIVERSITY
Established in Lubbock in 1923, Texas Tech University is the fifth largest State-owned University in Texas and had a Fall, 1998,
enrollment of 24,158. Accredited by the Southern Association of Colleges and Schools, the University is a co-educational, State-
supported institution offering a bachelor's degree in 158 major fields, the master's degree in 107 major fields, the doctorate degree in
64 major fields, and a professional degree in 2 major fields (law and medicine).
The University proper is situated on 451 acres of the 1,829 acre campus, and has over 160 permanent buildings with additional
construction in progress. Fall, 1998, total employment was 6,119. Health Sciences Center faculty membership for 1998 is 319 full-
A-2
time and 94 part-time. Including the Health Sciences Center, the University's operating budget for 1998/99 is $644,032,823; book
value of physical plant assets, including the Health Sciences Center, is in excess of $1 ,234,417,417.
"
The medical school had an enrollment of 1,547 for Fall, 1998, not including residents; there were 48 graduate students. The School
of Nursing had a Fall, 1998, enrollment of 362 including the Permian Basin Program, located in Midland/Odessa; there were 46
graduate students. The Allied Health School had a Fall, 1998, enrollment of 454.
Source: Texas Tech University.
O'rnER EDUCATION INFORMATION
The Lubbock Independent School District, with an area of 87.5 square miles, includes over 90% of the City of Lubbock. There are
approximately 3,300 total employees. The District operates four senior high schools, ten junior high schools, 40 elementary schools
and other educational programs.
Scholastic Membership History (1)
School
Year
1992-93
1993-94
1994-95
1995-96
1996-97
1997-98
1997-98
Average
Daily
Attendance
28,357
28,lll
28,089
27,799
27,661
27,461
27,946 (2)
(1) Source: Superintendent's Office, Lubbock Independent School District.
(2) Estimated.
Lubbock Christian University, a privately owned, co-educational senior college located in Lubbock, had an enrollment of 1,353 for
the Fall Semester, 1998.
South Plains College, Levelland, Texas (South Plains Junior College District) operates a major off-campus learning center in a
downtown Lubbock, 7-stmy building owned by the College. College offerings cover technicallvocational subjects; Fall Senitster,
1998, enrollment was 2,475.
The State of Texas School for the Mentally Retarded, located on a 226-acre site in Lubbock, .qonsists of 40 buildings with bed-
capacity for 436 students; 382 Students were in residence. The School's operating budget for 1998/99 is in excess of$21.7 million;
there are approximately 778 professional and other employees.
TRANSPORTATION
Scheduled airline transportation at Lubbock International Airport is furnished by Southwest Airlines, Continental Airlines, Atlantic
Southeast Airlines and American Eagle; non-stop service is provided to Dallas-Fort. Worth International Airport, Dallas Love Field,
Bush Intercontinental Airport (Houston), Houston Hobby, El Paso, Austin, Amarillo and Albuquerque. Passenger hoardings for
1997 totaled 613,522 and for Fiscal Year ended September 30, 1998, 597,333. Extensive private aviation services are located at the
airport.
Rail transportation is furnished by the Burlington Northern Santa Fe Railroad with through service to Dallas, Houston, Kansas City,
Chicago, Los Angeles and San Francisco. Short-haul rail service . is also furnished by the Seagraves, Whiteface and Lubbock
Railroad. Texas, New Mexico and Oklahoma Bus Lines, a subsidiary of Greyhound Corporation, provides bus service. Several
motor freight common carriers provide service.
Lubbock has a well-developed highway network including Interstate 27 (Lubbock-Amarillo}, 4 U.S. Highways, 1 State Highway,_ a
controlled-access outer loop and a county-wide system of paved farm-to-market roads. . . .
A-3
GoVERNMENT AND MILITARY (1)
On March 1, 1995, the Secretary of the Air Force announced that Reese Air Force Base ("Reese"), a pilot training base located
adjacent to the City, was included in the list of bases recommended for closure submitted to the Base Closure and Realignment
Commission ("BRAC''). BRAC reevaluated Reese along with all other undergraduate pilot training bases, however, Reese was
included in the final list of bases recommended for closure. Final recommendations were submitted to the President in July, 1995.
The President and Congress approved the BRAC recommendations and Reese has closed as of October I, 1997.
As a result, the City has developed a re-use plan for the facilities. Prior to closure Reese represented approximately 2.6% of the local
work force. While closure of the base did not have a positive impact on the Lubbock economy, the current growth in other economic
sectors has minimized or neutralized closure of the base. In addition, there could be a positive economic impact from the re-use of
the base.
In 1997, the Texas Legislature enacted Chapter 2300 of the Texas Government Code. That act provided for the creation of the
Lubbock Reese Redevelopment Authority (the "Authority") upon an affirmative vote by the governing body of the City and the
Commissioners Court of Lubbock County. The Authority is a political subdivision of the State of Texas and is authorized to
accept title from the United States to all or any portion of the real, personal, and mixed property situated within Reese Air
Force Base. The Authority is empowered to manage, lease, sale and develop its property. In 1998, the Authority received a
$2 million defense economic adjustment assistance grants from the State of Texas, and the City has budgeted a $2.5 million
economic development grant for the Authority in the current fiscal year. The former air base, now known as "Reese Center",
is the home of the prized Institute of Environmental and Human Health (TIEHH). TIEHH is a joint venture between Texas Tech
University and Texas Tech Health Science Center. TIEHH researches the exposure and effects toxic chemicals have on human
health and the environment. The Institute is comprised of five divisions: Environmental Health and Toxicology, Environmental
Law and Policy, Communications and Outreach, Research and Quality Management, and Human Health Sciences. Each of these
five Divisions facilitates TIEHH's educational and research goals. TIEHH will help stimulate the Lubbock economy by creating
jobs. Eventually, TIEHH is expected to create many riew jobs for Lubbock and the South Plains region. And, TIEHH's tenancy at
Reese Center began the process of converting the former military installation into an active and thriving facility for the Lubbock
community and surrounding area
State o(Texas ... More than 25 State of Texas boards, departments, agencies and commissions have offices in Lubbock; several of
these offices have multiple units or offices.
Federal Government ... Several Federal departments and various other administrations and agencies have offices in Lubbock; a
Federal District Court is located in the City ..
(1) Source: City of Lubbock, Texas.
TEXAS DEPARTMENT OF CRIMINAL JUSTICE ("TDCJ") PRISON PSYCHIATRIC HOSPITAL
TDCJ operates a 550-bed Prison Psychiatric Hospital and a 48-bed regional prison hospital on a 1,303 acre site in southeast
Lubbock. An adjacent 400-bed capacity "trusty" facility houses prison trusties some of whom work at the hospital. Employment for
all facilities is approximately 870 with an annual estimated payroll of $17 million and an estimated remaining annual operating
budget of $27 million.
HOSPITALS AND MEDICAL CARE
There are five hospitals in the City with over 1, 700 beds. Covenant Medical Center is the largest and also operates an accredited
nursing school. Lubbock County Hospital District, with boundaries contiguous with Lubbock County, owns the University Medical
Center which it operates as a teaching hospital for the Texas Tech Health Sciences Center. There are numerous clinics and over 600
practicing physicians ;md surgeons (M.D.s) plus the Texas Tech University Medical School Staff and over 100 dentists. A radiology
center for the treatment of malignant diseases is located in the City.
RECREATION AND ENTERTAINMENT
Lubbock's Mackenzie Regional Park and over 70 City parks and playgrounds provide recreation centers, shelter buildings, a garden
and art center, swimming pools, a golf course, tennis and volley ball courts, baseball diamonds and picnic areas, including the
Yellowhouse Canyon Lakes system of four lakes and 500 acres of adjacent parkland extending from northwest to southeast Lubbock
along the Yellowhouse Canyon. There are several privately-owned public swimming pools and golf courses, and country clubs.
The City of Lubbock has developed a 36 square block area of approximately. 100 acres adjacent to downtown Lubbock under the
Lubbock Memorial Civic Center program. Approximately 50 acres contain the 300,000 square foot Lubbock Memorial Civic
Center, the main City library building and State Department of Public Safety offices; a 50-acre peripheral area has been redeveloped
privately with office buildings, hotels and motels, a hospital, and other facilities.
A-4
Available to residents are Texas Tech University programs and events, Texas Tech University Museum, Planetarium and Ranching
Heritage Center exhibits and programs, Lubbock Memorial Civic Center and its events, Lubbock Symphony Orchestra programs,
Lubbock Theatre Center, Lubbock Civic Ballet, Municipal Auditorium and coliseum programs and events, the library and its
branches, the annual Panhandle-South Plains Fair, college and high school football, basketball, and other sporting events as well as
modem movie theaters.
CHuRCHES
Lubbock has approximately 300 churches representing more than 25 denominations.
UTILI1Y SERVICES
Water and Sewer-City of Lubbock.
Gas -Energas Company.
Electric-City of Lubbock (Lubbock Power & Light) and Southwestern Public Service Company; and, in a small area, South Plains
Electric Co-operative.
ECONOMIC INDICES (1)
Utility Connections
Building Electric
Year Permits Water Gas (LP&L Only){2)
1994 $162,427,737 64,921 62,670 49,391
1995 177,744,359 65,700 62,558 50,448
19% 163,076,593 66,443 63,171 51,305
1997 237,995,359 67,373 63,380 54,085
1998 144,648,160(3) 68,228 62,472 56,435 (3)
(I) All data as of 12-31, except where noted; Source: City of Lubbock.
(2) Electric connections are those of City of Lubbock owned Lubbock Power and Light ("LP&L") and do not include those of
Southwestern Public Service Company or South Plains Electric Cooperative. LP&L provides service to approximately 65% of the
electric customers in the City.
(3) As of9-30-98.
BUILDING PERMITs BY CLASSIFICATION (1)
Residential Permits Commercial,
Single Family Multi-Family Total Residential Public Total
Calendar No. No. Dwelling No. Dwelling and Other Building
Year Units Value Units (2) Value Units(ll Value Permits Permits
1994 686 $ 73,318,480 260 $ 6,271,150 946 $ 79,589,630 $ 82,838,107 $ 162,427,737
1995 560 58,923,555 39 10,404,000 589 69,327,555 108,416,804 177,744,359
1996 571 59,028,397 131 14,139,783 671 73,168,180 89,908,413 163,076,593
1997 542 57,767,458 736 32,837,680 1,278 90,605,138 147,390,221 237,995,359
1998°) 537 51,789,653 238 8,944,999 775 60,734,652 83,913,508 144,648,160
(I) Source: City ofLubbock, Texas.
(2) Data shown under "No. Dwelling Units" is for each individual dwelling unit, and is not for separate buildings; includes duplex,
triplex, quadruplex and apartment permits.
(3) As of9-30-98.
A-5
THIS PAGE LEFT BLANK INTENTIONALLY
APPENDIXB
EXCERPTS FROM THE
CITY OF LUBBOCK, TEXAS
ANNUAL FINANCIAL REPORT
For the Year Ended September 30, 1998
The infonnation contained in this Appendix consists of excerpts from the City of Lubbock,
Texas Annual Financial Report for the Year Ended September 30, 1998, and is not intended
to be a complete statement of the City's financial condition. Reference is made to the
complete Report for further information.
TIDS PAGE LEFT BLANK INTENTIONALLY
FINANCIAL SECTION
CITY OF LUBBOCK, TEXAS
COMPREHENSIVE ANNUAL FINANCIAL REPORT
YEAR ENDED SEPTEMBER 30, 1998
TABLE OF CONTENTS
Auditor's Opinion ....................................................................................................................................................................... 3
General Purpose Financial Statements:
Combined Balance Sheet -Primary Government Fund Types, Account Groups and Discretely
Presented Component Units ........................................................................................................................................ 6
Combined Statement of Revenue, Expenditures and Changes in Fund Balances-Primary Government
Fund Types, Expendable Trust Funds and Discretely Presented Component Units ................................................. 18
Combined Statement of Revenues, Expenditures and Changes in Fund Balances--Budget (GAAP Basis) and
Actual-General Fund ............................................................................................................................................... 21
Combined Statement of Revenues, Expenses and Changes in Equity--
All Proprietary Fund Types and Discretely Presented Component Units ................................................................. 22
Combined Statement of Cash Flows -All Proprietary Fund Types
and Discretely Presented Component Units .............................................................................................................. 24
Notes to Financial Statements ........................................................................................................................................... 26
THIS PAGE LEFI' BLANK INTENTIONALLY
Robinson Burdette Martin &Cowan,L.L.P.
certified public accountants 1500 Broadway Suite1300 l.utlbcdt. Texas 79401-3107
INDEPENDENT AUDITOR'S REPORT
Honorable Mayor Windy Sitton
Members of City Council
City of Lubbock, Texas
We have audited the accompanying general-purpose financial statements of the City of Lubbock,
Texas, as of and for the year ended September 30, 1998, as listed in the Table of Contents. These
general-purpose financial statements are the responsibility of the management of the City of
Lubbock, Texas. Our responsibility is to express an opinion on these general-purpose financial
·statements based on our audit
We conducted our audit in accordance with generally accepted auditing standards and the
standards applicable to financial audits contained in Government Auditing Standards. issued by
the Comptroller General of the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the general-purpose financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the general-purpose financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall general-purpose financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the general-purpose financial statements referred to above present fairly, in all
material respects, the financial position of the City ofLnbbock, Texas, as of September 30, 1998,
and the results of its operations and the cash flows of its proprietary fund types for the year then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued our report dated
January 11, 1999, on ·Our consideration of the City of Lubbock, Texas internal control over
financial reporting and on our tests of its compliance with certain provisions of laws, regulations,
contracts and grants.
3
Our audit was performed for the purpose of forming an opinion on the general-purpose financial.
statements taken as a whole. The combining and individual fund and account group financial
statements and schedules listed in the Table of Contents are presented for purposes of additional
analysis and are not a required part of the general-purpose financial statements of the City of
Lubbock, Texas. Such information has been subjected to the auditing procedures applied in the
audit of the general-purpose financial statements and, in our opinion, is fairly presented in all
material respects, in relation to the general-purpose financial statements taken as a whole. The
information listed as Statistical Section and Supplementary Section in the Table of Contents has
not been subjected to the auditing procedures applied in the audit of the general-purpose financial
statement and, accordingly, we express no opinion on such data.
January 11, 1999
Lubbock, Texas
4
~ )i/J..S&?/J tfvrdt' ).-f~
/11.:;),.;/, < ~~/?, L. L.. f:
Ambac Assurance Corporation
cio CT Corporation Sysr~ms Ambac -14 Easr Miftlin Srreer. Madison. \X'isconsin 5.P03
Administrative Oftlce:
Municipal Bond Insurance Policy One Stare Srreer Plaza. :\ew York. 1'\ew York 1000--i
Telephone: ( 212) 66H-ll >,40
Issuer: Policr Number:
Bonds: Premium:
Ambac Assurance Corporation (Ambac) A Wisconsin Srock Insurance Company
in consideration of rhe payment of the premium and sub jeer to rhe rerms of this Policr. hereby agrees to pay rol;nired Scares Trust C:ompan}·
of New York. as rrustee. or its successor (rhe "Insurance Trustee"), for the benefit of Bondholders. that portion of rhe prin ·· I of and interest
on the above-described debr obligations (rhe "Bonds") which shall become Due for Paymenc bur shall be unpaid by reaso of 'onpa)"nlt'nt br
the Issuer.
Ambac will make such payments to ·the Insurance Trustee within one (I) business day following notification t
a Bondholder's presentation and surrender ro rhe Insurance Trustee of such unpaid Bonds or appurrenan
form and free of any adverse claim, rhe Insurance Trustee will disburse to rhe Bondholder rhe face a
rhen Due for Payment bur is unpaid. Upon such disbursement, Ambac shall become rhe owner rhe
shall be fully subrogated ro all of the Bondholder"s right to payment.
In cases where rhe Bonds are issuable only in a form whereby principal is payable ro re · re on
Trusree shall disburse principal ro a Bondholder as aforesaid only upon presentation an urren er r rhe I
uncanceled and free of any adverse claim, together wirh an instrument of assignme . in fo 1 s· "sfac ry
executed by the Bondholder or such Bondholder's duly authorized representa · · rsht
1ich is
sand
the name of Ambac or its nominee. In cases where rhe Bonds are issuable y in orm is p le ro registered Bondholders
or their assigns, rhe Insurance Trusree shall disburse inreresr ro a Bon ho er as afo on res arion ro the Insurance Trustee of
proof rhar rhe claimanr is the person entitled to rhe payment of in ·s n t e B ry Insurance Trustee of an instrument of
assignment, in form satisfactory to the Insurance Trustee, duly ex ute ho er or such Bondholder's duly authorized
representative, transferring ro Ambac all rights under sue to th · nte sr r · ecr of which rhe insurance disbursement was
m2de. Ambac shall be subrogated co all the Bondhold rights ro d B nds to du: exrent of the insurano: disbursements
so made.
In the event rhe trustee or paying agent forth Bon en of principal of or interest on a Bond which has become Due
f r e Is r of rhe Bonds has been deem~d a preferential rransf~r and
he Unit S res Bankruptcy Code in accordance wirh a final, nonappealable order
nri ed to payment from Ambac ro rhe exrenr of such recovery if sutt!cient
for Paymenr and which is made to a Bo
rhererofore recovered from its regisrere wn
of a court of competent jurisdicrio uch
funds are not otherwise available.
other rhan rhe Issuer who, ar rhe rime of Nonpayment, is rhe owner of a Bond or of
rein, ue r Payment", when ret"t-rring to rhe principal of bonds, is when rhc: stared maruriry
ica · 1 of a required sinking fund insrallmc:m has bc:en reached and does not refc:r ro any
e by ason call for redemprion (other rhan by application of requirc:d sinking fund installments),
1en f marun .. nd, when referring ro inreresr on the Bonds, is when rhe srareJ Jate t(>r payment of interest
tn, "Nonpayment" means the failure of the Issuer ro have provided sutficienr funds ro rhe paying agent for
ipa f and interest on the Bonds which are Due: tor Payment.
Th remium on rhis Policy is nor refundable for any reason, including paymc:nr of rhe BonJs prior to maruriry.
a sr loss of any prepa}·menr or orher acceleration payment which ar any time: may become due in respect of any
le oprion of Ambac, nor against any risk orher than Nonpilyment .
. ac has caused rhis Policr ro be affixed wirh a facsimile of irs corporar~ seal and ro bt: signed by irs July authorized
officers in o become effective as irs original seal and signatures and binding u1xm Ambac by virtut: of rhe muntersignarure of irs duly
aurhorized representative.
President
Effective Dare:
CNITED STATES TRUST COMPAI'\Y OF l'\E\X-' YORK acknowledges rhar ir
has agreed to perform rhe duries of Insurance Trustee under rhis Policy.
A-
Secretary
Authorized Representarive
Jiltf&thtt /J/ dvt_
Aurhorized Officer
APPENDIXD
SPECIMEN BOND INSURNACE POLICY
Page 2 of Legal Opinion of Fulbright & Jaworski L.L.P.
Re: $14,975,000 "City of Lubbock, Texas, Electric Light and Power System Revenue Refunding And
Improvement Bonds, Series 1999", dated January 15, 1999
2. The Escrow Agreement has been duly authorized, executed and delivered and
is a binding and enforceable agreement in accordance with its terms and the outstanding
obligations refunded, discharged, paid and retired with the proceeds of the Bonds have been
defeased and are regarded as being outstanding only for the purpose of receiving payment
from the funds held in trust with the Escrow Agent, pursuant to the Escrow Agreement and
in accordance with the provisions of Article 717k, V.A.T.C.S. In rendering this opinion, we
have relied upon the verification by the Accountants of the sufficiency of cash and
investments deposited with the Escrow Agent pursuant to the Escrow Agreement for the
purposes of paying the outstanding obligations refunded and to be retired with the proceeds
of the Bonds and the interest thereon.
· 3. Pursuant to section 103 of the Internal Revenue Code of 1986, as amended
to the date hereof (the "Code''), and existing regulations, published rulings, and court
decisions thereunder, and assuming continuing compliance after the date hereof by the City
With the provisions of the Ordinance relating to sections 141 'through 150 of the Code,
interest on the Bonds will be excludable from the gross income, as defined in section 61 of
the Code, of the owners thereof for federal income tax purposes, and such interest will not
be included in computing the alternative minimum taxable income of the owners thereof
who are individuals for federal income tax purposes.
WE CALL TO YOUR A TIENTION THAT interest on all tax-exempt obligations, such as the
Bonds, owned by a corporation (other than an "S" corporation or a qualified mutual fund, real estate
mortgage investment conduit, real estate investment trust, or a financial asset securitization investment trust)
will be included in such corporation's adjusted current earnings for purposes of calculating the alternative
minimum taxable income of such corporation. A corporation's alternative minimum taxable income is the
basis on which the alternative minimum tax imposed by section 55 of the Code is computed.
WE EXPRESS NO OTHER OPINION with respect to any other federal, state, or local tax
consequences under present law or any proposed legislation resulting from the receipt or accrual of interest
on, or the acquisition or disposition of, the Bonds. Ownership of tax-exempt obligations such as the Bonds
may result in collateral federal tax consequences to, among others, financial institutions, life insurance
companies, property and casualty insurance companies, certain foreign corporations doing business in the
United States, "S" corporations with subchapter "C" earnings and profits, owners of interests in a financial
asset securitization investment trust, individual recipients of Social Security or Railroad Retirement benefits,
individuals otherwise qualifying for the earned income tax credit, and taxpayers who may be deemed to have
incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses
allocable to, tax-exempt obligations.
EHE:dfc
745726.1
TELEPHONE: 214/855-8000
FACSIMILE: 214/SS5-S200
WRITER'S INTERNET ADDRESS:
@fulbright.com
WRITER'S DIRECT DIAL NUMBER:
214/85!5-6
FuLBRIGHT & JAWORSKI L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
2200 Ross AvENUE
SuiTE 2eoo
DALLAS, TEXAS 75201
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LONDON
HONG KONG
WE HAVE ACTED as Bond Counsel in connection with the issuance by City of Lubbock, Texas (the
"City'1 of the "City of Lubbock, Texas, Electric Light and Power System Revenue Refunding and
Improvement Bonds, Series 1999" (the "Bonds'1, dated January 15, 1999 (the "Bond Date"), in the aggregate
principal amount of $14,975,000, solely to express legal opinions as to the validity of the Bonds, the
defeasance and discharge of the City's outstanding obligations being refunded by the Bonds and the
exclusion of the interest on the Bonds from gross income for federal income tax purposes, and for no other
purpose. We have not been requested to investigate or verify, and we neither expressly nor by implication
render herein any opinion concerning, the financial condition or capabilities ofthe City, the disclosure of any
financial or statistical information or data pertaining to the City and used in the sale of the Bonds, or the
sufficiency of the security for or the value or marketability of the Bonds.
THE BONDS are issuable in fully registered form only and in denominations of $5,000 or any integral
multiple thereof. The Bonds have stated maturities of April 15 in each of the years 1999 through 2019,
unless redeemed prior to maturity in accordance with the optional redemption provisions stated on the
Bonds, and interest thereon accrues from the Bond Date, at the rates, and in the manner and is payable on
the dates, all as provided in the ordinance adopted by the City Council of the City authorizing the issuance
of the Bonds (the "Ordinance").
IN RENDERING THE OPINIONS herein we have examined and rely upon original or certified copies
of the proceedings had in connection with the issuance of the Bonds, including the Ordinance, the Special
Escrow Agreement {the "Escrow Agreement'1 between the City and Norwest Bank Texas National
Association (the "Escrow Agent'1, a special report of Grant Thornton LLP, Certified Public Accountants (the
"Accountants'1 and an executed initial Bond; certifications of officers of the City relating to the expected use
and investment of proceeds of the sale of the Bonds and certain other funds of the City and to certain other
facts within the knowledge and control of the City; and such other material and such matters of law as we
deem relevant. In the examination of the proceedings relating to the issuance of the Bonds, we have
assumed the authenticity of all documents submitted to us as originals, the conformity to original copies of
all documents submitted to us as certified copies, and the accuracy of the statements contained in such
documents and certifications.
BASED ON OUR EXAMINATION, we are of the opinion that, under applicable law of the United
States of America and the State of Texas in force and effect on the date hereof:
1. The Bonds have been duly authorized by the City, and the Bonds issued in
compliance with the provisions of the Ordinance are valid and legally binding special
obligations of the City, in accordance with the terms thereof, and, together with the ·
outstanding Previously Issued Bonds (identified and defined in the Ordinance), are payable
solely from and equally and ratably secured by a first lien on and pledge of the Net
Revenues (as defined in the Ordinance) of the City's Electric Light and Power System,
except to the extent that the enforceability thereof may be affected by bankruptcy,
insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights or the
exercise of judicial discretion in accordance with general principles of equity. The
Ordinance provides certain conditions under which the City may issue additional obligations
payable from the same source and secured in the same manner as the Bonds.
745726.1
THIS PAGE LEFT BLANK INTENTIONALLY
APPENDIXC
FORM OF BOND COUNSEL'S OPINION
60
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE V. FINANCIAL INSTRUMENI'S (CONTINUED)
Management feels that due to the nature of these securities, there is a minimal amount of credit or
market risk associated with these securities. Financial instruments, which potentially subject the
City to concentrations of credit risk, consist primarily of non-insured or collateralized demand
deposits and trade receivables. Management believes that the City places its demand deposits in
well capitalized financial institutions in amounts that are within the Federal Deposit Insurance
Corporation limitations or are collateraliud by pledged securities. Concentrations of credit risk
are primarily focused on trade receivables, which are due from customers. No significant credit
losses from individual receivables were experienced during the year.
NOTE VI. DISCLOSURES ABOUT YEAR 2000 ISSUES
The year 2000 ("y2kj issue is the resuh of shortcomings in many electronic data processing
systems and other electronic equipment dut depend on certain embedded processors for the date
sensitive applications that may adversely affect the City's operations as early as fiscal1999.
The City of Lubbock has assigned the evaluation of the impact of the ylk issue to a task force
comprised of certain members of management and other individu:1ls. These in6,·iduals along with
the assistance of outside consultants have devised a y2k action plan which is ~tended to identify
all mission critical systems, as well as systems expected to have a lesser impact from the ylk
transition. The City has begun the process of assessing its systems focusing ini:ially on those that
are mission critical (i.e. necessary to conducting City operations). Additionally, the City plans to
develop a business continuance plan which is anticipated to address issues that may surface relative
to the City and outside entities on which the City relies for its ability to prc\·ide services to its
citizenry. The City has not begun the remediation or validation/testing srages.
At September 30, 1998, the City bad contracted with a consultant to pro,-ide assistance v.·ith
identification of which systems and other electronic equipment that may be .affected by the ylk
issue. The City anticipates the cost of these services to be approximately S225,:CO.
Because of the unprecedented nature of the y2k issue, its effects and the success of related
remediation efforts will not be fully determinable until the year 2000 and thereafter. Management
cannot be assured that 1) the City is or will be year 2000 compliant 2) that the City's remediation
effons will be successful in whole or in part 3) that parties with whom the Ciry conducts business
will be year 2000 compliant.
NOTE VII. SUBSEQUENT EVENTS
On December l 0,1998, City Council approved resolutions authorizing Notices of Intent and Notices
of Sale with respect to the issuance of the following bond issues:
• Electric Light and Power System Revenue Refunding and Improvement Bonds, Series 1999 in
the amount of Sl4,990,000. This issue represents 58,860,000 of new borrowings and
$6,130,000 for refunding existing bonds. The new funds are to be used to fund an intertie, a
utility billing system and electric system improvements.
• General Obligation Refunding Bonds, Series 1999 (GO's) in the amount ofS18,785,000 and Tax
and Waterworks System Subordinate lien Revenue Certificates of Obligation, Series
1999 {CO's) in the amount of$15,355,000. The GO's will be used to refund existing bonds.
The proceeds from issuance of the SlS,3S5,000 CO's represent new borrowings which will be
used to fund water and sewer system improvements.
59
CITY OF LUBBOC~ TEXAS
Notes to Financial Statements
September 30, 1998
NOTE IV. CONTINGENT LIABILITIES
A. fEDERAL GRANTS
In the normal course of operations, the City receives grant funds from various Federal agencies.
The grant programs are subject to audit by agents of the granting authority to ensure compliance
with conditions precedent to the granting of funds. Any liability for reimbursement which may
arise as the result of audits of grants is not believed to be material.
B. IJTIGADON
The City is involved in lawsuits arising in the normal course of business, including claims for
property d:unage, personal injury and personnd practices, disputes over contract awards and
property condemnation proceedings, and suits contesting the legality of certain taxes. In the
opinion of management, the ultimate outcome of these lawsuits will not have a material adverse
effect on the City's fmancial position as of September 30, 1998.
C. SITE REMEDIATION
The City has identified specific locations requiring site remediation relative to underground fuel
storage tanks. The potential exposure is not re.1dily determinable as of September 30, 1998. In the
opinion of management, the ultimate liability ~-ill not have a material adverse effect on the City's
financial position.
D. WEST TEXAS MUNICIPAL POWER AliTHORITY
In fiscal 1998, the West Texas Municipal Po~·er Authority ("WTMPA ") issued $28,910,000 of
WTMPA Revenue: Bonds, Series 1998 maturing in February-of 2018. These bonds are secured by
the net revenues of certain power sales contracts with participating cities of which the City of
Lubbock is one. In the event the net revenues of the power sales contracts are not sufficient to
cover the debt service of the bonds, the pa."'ticipating cities ar'! required und'!r a debt service
guarantee provision of the agreement, to pro~·ide funds sufficient to cover any debt service deficit
to the extent of their respective participation percentages. The City's percentage share in this
agreement is 85.21%. During the year ended September 30, 1998, the City was not required to pay
amounts under this provision.
NOTE V. FINANCIAL INSTRUMENTS
The City is subject to off-balance sheet risk associated with assets that are not recorded in the
financial statements, specifically with respect to United States Treasury Securities-State and Local
Government Series, held in certain irrevocable trusts. These include:
• a trust to refund a portion of General Obligation Bonds, Series 1987, a portion of General
Obligation Bonds, Series 1989, a portion of Certificates of Obligation, Series 1989, a portion
of General Obligation Bonds, Serie~ 1991, a portion of Combination Tax and Waterworks
System Subordinate Lien Revenue Certificates of Obligation, Series 1991, a portion of
Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of
Obligation, Series 1991, and a portion of General Obligation Refunding Bonds, Series 1992
• a trust to refund a portion of Tax and \t' aterworks Certificates of Obligation, Series 1992
• a trust to refund the Brazos River Authority Revenue Bonds, Series 1989 and a portion of the
Brazos River Authority Revenue Bonds, Series 1991
58
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30,1998
NOTE DI. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
M. ACCRUED INSURANCE CLAIMS
As discussed in Note I.G., the Risk Managtnent Fund establishes a liability for self-insurance for
both reponed and unreponed insured events, which includes estimates of both future payments of
losses and related claim adjustment expenses. The following represents changes in those aggregate
liabilities for the Insurance Funds during the past two years ended September 30:
W orkei's Compensation and Liability Reserves
. at beginning of fiscal year
Claims expenses
Claims payments
Worker's Compensation and liability reserves
at end of fiscal year
Medical and Dental Claims Liability
at end of fiscal year *
Total Self-Insurance Liability at end of fiscal year
Total Assets to pay claims at end of fiscal year
Accrued insurance claims payable from restricted assets-current
Accrued insurance claims-non-current
Total accrued insurance claims
s
$
$
s
s
1998 1997
3,734,341 s 3,73-4,.341
1,772,22.2 2.048,532
(1,772,222) (2,048,532)
3,734,341 3,734,341
2,766,715 2,122,242
6,501,056 s 5,865,583
12,731,883 5 10,934,163
3,697,698 s 2,878,476
2,803,358 2,978,107
6,501,056 s 5,856,583
* The information necessary to prepare the separate disclosure for medical and der:ral claims
liabilities is unavailable.
N. LANDFILL CLOSURE AND POSTCLOSURE CARE COST
State and federal laws and regulations require the City to place a flnal cover on its Lmdfill site
when it stops accepting waste and to perform cenain maintenance and monitoring functions at the
site for thiny years after closure. Although closure and postdosure care costs will be paid only
near or after the date that the landfill stops accepting waste, the City reports a ponion of these
closure and postclosure costs as an operating expense in each period based on landfill capacity used
as of each balance sheet date.
The $6,203,551 reponed as landfill closure and postclosure care liability at September 30, 1998,
represents the cumulative amount expensed by the City to elate of $8,784,510 less amounts paid for
closure of cenain cells based on the use of 95 percent of the estimated capacity of the landfill. This
amount includes $624,672 of expense applicable to fiscal year 1998. The City will recognize the
remaining estimated cost of closure and postclosure care of $479,790 as the remaining estimated
capacity is filled. These amounts are based on what it would cost to perform all closure and
postdosure care in 1998. The City expects to close the land@l in the year 1999. Actwl cost may
be higher due to inflation, changes in technology, or changes in regulations.
The City is required by state and federal laws and regulations to provide assurance dut financial
resources will be available to provide for closure, postdosure care, and remediation or containment
of environmental hazards at its landfill. The City is in compliance with these requireme:m and has
chosen the Local Government Financial Test mechanism for providing this assurance. The City
expects to finance closure costs through normal operations.
S1
CITY OF LUBBOCK, TEXAS
Notes to FinanCial Statements
September 30, 1998
NOTE III. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
L. ADVANCED DEFEASEMENT
In fiscal year 1994, the City dcfeased $3,600,000 of the 1992 Tax and Waterworks Certificates of
Obligation. The proceeds were used to purchase United States Treasury Securities ~ch were
placed in an irrevocable trust to be used solely to defease the above indicated bond issue.
Accordingly, the trust account assets and the liability for the defeased bonds are not included in the
City's financial statements. Oa September 30, 1998, $2,800,000 of bonds outsunding are
considered defeased.
In fiscal year 1995, the City dcfeased $385,000 General Obligation Refunding Bonds, Series 1993.
The $385,000 Series 1993 bonds were the portion of $9,865,000 General Obligation Refunding
Bonds allocated to the Municipal Golf Course. The proceeds were used to purchase Uaited States
Treasury Securities, which were placed in a sinking fund for the Series 1993 Bonds to ddease these
obligations. Accordingly, the trust account assets and the liability for the defeased bonds are not
included in the City's fmancial statements. On September 30, 1998 $350,000 of bonds oatStanding
are considered defeased.
In fiscal year 1995, the Brazos River Authority defeased certain revenue bonds, on bdWf of the
City of Lubbock. A portion of the proceeds of the Series 1995 Refunding Bonds -wu used to
purchase United States Treasury Securities-State and Local Government Series which Tere placed
in an irrevocable trust to be used solely to refund Series 1989 Brazos River Authorito· Revenue
Bond payments due Febnwy 15, 1996 through February 15, 2019 and the Series 1991 Brazos River
Authority Revenue Bond payments due February 15, 1996 through February 15, 2021.
Accordingly, the trust account assets and the liability for the defea.sed bonds are not inclw:ied in the
City's financial statements. Oa September 30, 1998, $50,970,000 of bonds outsu:~.ding are
considered defeased.
In fiscal year 1997, the City defe.lSedceltain General Obligation Bonds. A pcrtion of th! proceeds
of the Series 1997 Refunding Bonds was used to purchase United States Treasury Securirics-State
and local Government Series which were placed in an irrevocable trust to be used solely to
partially refund the portion of the Series 1987 General Obligation Bonds payments d= February
15, ZOOS through February 15, 2007, the portion of the Series 1989 General Obligation Bonds
payments due February 15, 2000 through February 15, 2009, the portion of the Series 1989
Certificates of Obligation Bonds payments due February 15, 2000 through February 15, 2009, the
portion of the Series 1991 General Obligation Bonds payments due February 15, 20:3 through
February 15, 2009, the portion of the Series 1991 Combination Tax and Waterworks System
Subordinate Lien Revenue Certificates of Obligation payments due February 15, 20C3 through
February 15, 2009, the portion of the Series 1991 Combination ·Tax acd Exhibition
Hall! Auditorium (Limited Pledge) Revenue Certificates of Obligation payments due February 15,
2003 through 2009 and the portion of the Series 1992 General Obligation Refunding Bonds
payments due February 15, 2001 through February 15, 2003. Accordingly, the trust ac:rount assets
and the liability for the defeased bonds are not included ia the City's financial statements. On
September 30, 1998, S 16,860,0CC of bonds outstanding are considered defeased.
56
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE lli. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
K. LONG-TERM DEBT (CONTINUED)
Long-term debt transactions for governmental and proprietary funds for the year ended September
30, 1998 arc as follows:
. Debt Payable Debt Payable
Govuumental: 10-VJ7 Additioas Ddctions 9-30-98
Tax-Supported
Obligation Bonds s 57,313,036 s 5,746,935 s 51,566,101
Rebatahle arbitrage 301,269 301,269
Compensated Absences 911311906 956,152 10,088,058
Total Govermncntal 66,146,211 956,152 5,746,935 61,955,428
Proprieury:
Sdf-Supported
Obligation Bonds 81,601,282 11,590,000 8,379,603 84,811,679
Revenue Bonds 78,061,003 9,170,000 9,481,865 77,749,D8
Leases 1,460,212 883,073 577,139
Compensated Absences 3,101,395 550,069 442,321 3,209,H3
Total Proprietary 164,22318'12 21,310,:69 19,186,&62 166,347,099
Total City· Wide:
Obligation Bonds 138,914,318 11,590,000 14,126,538 136,377,780
Revenue Bonds 78,061,003 9,170,000 9,481,865 77,749,138
Leases 1,460,212 883,073 577,139
Rebatable arbitrage 301,269 301,269
Compensated Absences 12,233,301 1!506,221 442,321 13,297,2C1
T t1tal City· Wide s 2..'0, 970,103 $ 22,266,121 $24,933,:97 s 228,302,5!-
The total long-term debt is reconciled to the total annual requirements to amortize long-term debt
as follo~·s:
Long-Term Debt
Interest
Total amount of debt
Add: Discounts and deferred losses
Rebatable arbitrage
Less: Compensated Absences
Total future debt requirements
ss
$228,302.,527
106,709.210
8,469,474
(3Cl,269)
(13,197 ,20 1)
$335,011,737
(5,128,996)
$329,882,741
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE ID. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
K. LONG-TERM DEBT (CONTINUED)
The annual requirements to amortize all outstanding debt of the City as of Septcuber 30, 1998,
including interest payments of $106,709,210 are as follows:
General
As of Obligation Revenue
S~temberJO Bonds Bonds Leases Tobl
1999 s 20,620,409 s 9,385,656 s 592,762 $ 30,598,827
2000 19,352.,816 8,980,270 28,333.086
2001 17,698,936 8,713,535 26,412,471
2002 15,M8,078 8,431,595 24,079,673
2003 14,187,031 7,823,558 22,01C,589
2004 12,190,405 7,629,010 19,819,415
2005 11,742,424 6,985,503 18,727,927
2006 11,292,489 6,828,375 18,120,864
2007 10,844,808 6,704,603 17,549,411
2008 9,798,263 6,248,795 16,CC:J58
2009 8,983,459 5,363,738 14,34-,197
2010 8,121,C29 5,319,325 13,44:,354
2011 7,787,635 5,290,953 13,078,588
2012 6,275,866 4,874,675 11,15:.541
2013 5,985,815 4,866,750 10,831,565
2014 5,727,194 4,865,300 10,592.494
. 2015 2,459,1:: 4,864,500 7,3~.600
2016 1,419,431 4,858,800 6,278,231
2017 547,831 4,860,225 5,4:8,056
2018 525,944 4,855,650 5,381,594
2019 4,404,800 4,4C..f,800
2020 2,960,850 2,960,850
2021 2,964,550 2,96-4,550
Total s 191,208,963 $ 1381081,016 $ 592,762 s 329,882,741 ..
* This schedule does not include the effect of premiums or discounts.
The City has complied in all material respects with the bond covenants as outlined in each issue's
indenture.
54
CITY OF LUBBOCK, TEXAS
Notes to Financbil Statements
September 30, 1998
NOTE ill. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
K. LONG-TERM DEBT (CONTINUED}
ELECTRIC REVENUE BONDS:
Final
Interest Rate Issue Date Maturi!I Date
6.25 to 9.io 5-15-91 4-15-11
5.0C .to 6.50 7·15-91 4-15-02
5.00to 6:60 7~15-91 4-15-04
3.80to 5.50 6-15-95 4-15-08
4.25 to 6.25 1-1-98 4-15-18
Total
Balance
Amount Outstanding
Issued 9-30...98
7,500,000 4,875,000
4,424,976 1,268,41} ...
4,999,989 2,333,710 ...
13,560,000 12,170,000 .....
9,170,000 91170,000
s 39,654.965 $ 29,8171123
.. ..... .......
Refunding bonds issued for a partial refunding of the bonds issued May 15, 1983 .
Refunding bonds issued for a partial refunding of the bonds issued April15, 1984 .
Refunding bonds issued for a partial refunding of the bonds issued April15, 1976,
April15, 1987, and May 15, 1988. Balance out.>unding includes $250,594 discount
on bonds sold.
WATER REVENUE BONDS:
Balance
Final Amount Outstanding
Interest Rate Issue Date Maturi!I Date Issued 09-30-98
3.80 to 5.50% 6-1-95 8-15-21 $ 58,170,000 $54,730,000
Total s 58,170!000 $54,730,000
...
... Balance outstanding includes $6,547,391 discount and deferred losses on bonds sold or
refunded.
53
CITY OF LUBBOCK, TEXAS
Notes to Fbiancial Statements
September 30, 1998
NOTE III. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
K. LONG-TERM DEBT
GENERAL OBLIGATION BONDS AND CERTIFICATES OF OBLIGATION:
Interest
Rate
7.86%
7.11
6.84
6.83
6.64
6.67
6.29
9.01
6.69
5.75
5.50
5.50
5.37
3.97
5.39
5.39
5.20
5.14
4.30
5.50
4.92
4.78
5.07
5.07
4.91
4.61
4.71
Total
• .....
.......
*)7** ..........
............
Final Balance
Issue Maturity Amount Outstanding
Date Date Issued 9-30-98
11-15-85 2-15-03 $ 60,614,070 $1,879,070 ..
8-15-88 2-15-00 2,774,682 310,172 ....
8-15-89 2-15-09 3,800,000 190,000
8-15-89 2-15-09 7,445,000 370,000
5-15-91 2-15-11 16,120,000 4,840,000
S-15-91 2-15-11 4,030,000 1,210,000
S.IS-91 2-IS-01 1,1<15,000 340,000
S-15-91 2-15-11 1,085,000 700,000
S-15-91 2-15-11 2,000,000 600~000
4-ll-92 2-15-03 24,035,000 5,110,000 ......
1-14-92 2-15-12 1,655,000 1,175,000
5-15-92 2-15-14 34,520,000 27,620,000
8-15-92 2-15-12 7,565,000 1,100,000
S.l-93 2-15-15 14,425,000 12,265,000
10-1-93 2-15-14 3,625,000 2,905,000
10-1-93 2-15-14 2,550,000 2,050,000
10-1-93 2-15-14 1,470,000 1,190,000
10-1-93 2-15-14 19,215,000 15,375,000
12-1-93 2-15-08 9,865,000 8,540,000 .. ,. ...
S-15-95 .::-15-15 4,6q0,0')0 J,995,cvo
5-15-95 2-15-00 900,000 400,000
S-15-95 2-15-01 2,000,000 . 1,095,000
12-15-95 2-15-16 6,505,000 5,855,000
12-15-95 l-15-16 10,000,000 9,000,000
1-15-97 2-15-09 17,530,000 17,400,000 •••••
1-1-98 2-15-08 1,330,000 1,330,000
1-1-98 2-15-18 10,260,000 10,260,000
$ 271,153,752 $137,104,242 ...........
Refunding bonds issued to replace bonds issued 1966-1982 and 1984 .
Refunding bonds issued to replace Certificates of Obligation issued in 1986 .
Balance outstanding includes $32,462 discount on bonds sold.
Refunding bonds issued to replace bonds issued 1983 and 1985 .
Refunding bonds issued for a partial refunding of bonds issued 1987 and 1988.
Refunding bonds issued to replace bonds issued 1987,1989,1991 and 1992 .
Balance outstanding includes $52,213 discount on bonds sold.
Includes $85,538, H 1 used to finance enterprise activities .
sz
CITY OF. LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE III. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
J. LEASEAGREEMENTS
The City has entered into lease agreements with independent third parties for the purpose of
acquiring_ certain propenies and equipment, These lease agreements qualify as capital leases for
accounting purposes, and therefore, have been recorded as purd;lases at the present value of the
future minimum lease payments as of the date .of their inception. Obligations under capital leases
at September 30, 1998 were as follows:
Maturity Interest Rem2ining
Dates R2te Babncc
Internal Service
Radio Pagers 1999 4.96% $ 5771139
Total $ 577,139
FutUre minimum lease payments are as follows at September 30, 1998:
Fiscal Year Ended September 30,1999 s 592.762
Less: Interest (15,623)
Present Value of Future Minimum Lease Payments s 577,139
The following is a summary of assets acquired under capital leases at September 3C, 1998:
Equipment
Less: Accumulated Amortization
Total
s 3,196,645
(763,636) s 3,033,009
Amortization expense on assets under capital leases is included in depreciation expense. The City
enters into monthly leases for various items of equipment for purposes of evaluating a future
purchase. Accordingly, at September 30, 1998, the City had no material initial or remaining non-
cancelable ?Perilting leases with terms exceeding one year. Rent expense for 1998 was $1,227,005.
51
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE lli. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
I. SEGMENT INFORMATION· ENTERPRISE FUNDS
The City maintains seven enterprise funds which include dectric. water, sewer, solid waste,
airport. golf, and stormwater drainage.
Segment information for the year ended September 30, 1998, was as follows:
Solid Storm water
Electric Water Sewer Waste Airport Golf Oninacc
Fund Fund Fund Fund fliDd Fund FWld
Operating Revenues S67 ,268,904 529,125,673 S1S,I74,34J $16,936,908 54,351.643 5#,386 $1,153,257
Depr«:iation Expense U32,087 3,527,096 3,164,613 1,717,042 2,441,457 70,580 19,539
Operating income (loss) 6,556,040 12,197,010 s,3n,270 5,572,916 {699,205) {26,217} 1,243,978
Operating Transien In {out) .... 80,065) (2,269,230) (673,479) {1,154,933) (1CI,47l) (44,316) (37,439)
Net In"om• Oossl .511,..:!5} 6.982,094 2.803.-UI 5,~7.205 ~88.049 (70,603) 1,468,247
Current .:apital
contributions, net (10,809) 546,553 •677,lll 13,491 5,600,313
Property, plant • .and
equipment:
Additions: 7,601.129 2,528,328 .55,079,970 3,621,492 63,242 1.053,740
Deletions: 237.606 l52,41S 587,466 5,910,397 3~,520
Net Working Capital 1.199,6.54 (936,5.57) 4,269,413 4,971,788 .:+J,9l1 (2,031,644) 266,748
Allo .. ·ance for doubtful
accounts 922,531 271,228 97,167 137,060 1.321 2,256
Total Assets 137,197,307 219,969,701 112,111,061 39,769,660 6:?.749,301 433,987 1,328,473
Bonds and ot~r long.
term liabilities p.tyable
from operating revenues !1,510,086 90,001,320 45,037,596 10,956,621 6,571,602 297,493
Total Equity S101,ll7 ,357 Slll,lll,l61 S6l,030,Jl0 $26126,145 SSS,3SI,004 (S 1,609 ,S6l) $7,959,788
so
Total
Enterprise
Funds
Sll5,462,114
16,712,484
30,921,162
{U,J68,005)
16.196.993
6,756,129
69,962.601
7,118,404
8,981,323
1,439,117
581.966 ... 97
181,374,725
$375,913,422
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE lli. DETAIL NOTES ON ALL FUNDS AND ACCOUNTGROUPS
G. SURFACE WATER SUPPLY (CONTINUED)
The long-term debt is owed to the U.S. Bureau ofReclamation for the cost of construction of the
facility, which was completed in 1969. The City's allocation of project cost was $32,905,862.
During the year ended September 30, 1998, principal payments in the amount of $783,233
reduced the amount outstanding due to the authority at September 30, 1998 to $20,809,067
due in annual installments of $1,351,543 including interest of 2.632% until the year 2018. The
· above cost for the rights are being amortized over 85 years. The cost and debt are recorded in the
Water Enterprise Fund.
GAAP requires accounting for debt service as a reduction in construction obligation payable and
related interest expense. However, the contract between the City and CRMW A requires the
classification of payments to CRMWA to be r!=flected as operating expenses of the Water
Enterprise Fund. Accordingly, the adjustment required to convert GAAP expenses to the
contractual agreement results in an adjustment to increase operating expenses in the amount of
$1,351,543,and reduce interest expense by $568,309, and amortization expense by $387,128.
Brazos River Authority • Lake Alan Henry
During 1989, the City entered into an agreement w;th the Brazos River Authority (BRA) for the
construction, maintenance and operation of the facilities known as Lake Alan Henry. The BRA,
which is authorized by the State of Texas to provide for the conservation and development of
surface waters in the Brazos River Basin, has issued bonds for the construction of the dam and lake
facilities on the South Fork of the Double Mountains Fork of the Brazos River. Total costs are
expected to exceed S 120 million.
The agreement obligates the City to provide revenues to BRA in amounts sufficient to cover all
maintenan'"e and operating costs, management fees to the authority, a~ ~·ell as funds sufficient to
pay all capital costs associated with construction. The City will receive sudace water for the
payments to BRA. Approximately $501,347 was paid to th~ BRA for maintenance and operating
costs in fiscal year 1998.
The BRA issued $16,970,000 in revenue bonds in 1989 and $39,685,000 in revenue bonds in 1991.
These bonds were refunded July 1995. Disclosure of the refunding can be found in Note ill. L
Construction of the dam and lake facilities began in 1989. The Cifi is obligated to provide
sufficient funds over the remaining life of the bonds to service the debt requirement. The financial
activity, along with the related obligation, is accounted for in the Water Enterprise Fund.
At September 30, 1998, certain mineral rights associated with l.aod located in the Lake Alan Henry
site owned by individuals had not been acquired by the City. The additional amount needed to
pUrchase such mineral righ,;s is yet to be determined.
H. OTHER ENTERPRISE FUND ACTIVITIES
Enterprise Fund Transfers
Transfers to the General Fund from the Electric, Water, Solid Waste, and Sewer Enterprise Funds,
in the opinion of management, exceed the amount that would have been paid to the City if these
funds were private sector companies engaged in the same enterprises. In addition to the amount
transferred in excess of pcivate sector taxes, there is also an amount transferred to compensate the
General Fund for shared services and indirect costs.
49
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE m. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
F. DEFERRED COMPENSATION
The City offers its employees two deferred compensation plans created in accordance with Internal
Revenue Code ("IRC") Section 457. The plans, available to all City employees, permit them to
defer a portion of their salary until future years. The deferred compensation is not available to
employees until termination, retirement, death or unforeseeable emergency.
All amounts of compensation deferred under the plans, all property and rights purchased with
those amounts, and all income anributable to those amounts, property, or rights are {until paid or
made available to the employee or other beneficiary) soldy the property and right of the City
{without being restricted to the provisions of benefits under the plans), subject only to the claims
of the City's general creditors. Participant's rights under the: plans are equal to those of general
cttditors of the City in an amount equal to the fair market -nlue of the deferred account for each
participant.
In management's opinion, the City has no liability for losses under the plans but does have the
duty of due care that would be required of an ordinary prudent investor. The City believes that it
is unlikely that it will use the assets to satisfy the claims of general creditors in the future. All
assets of the plans are held by an independent administrator and valued at market. The deferred
compensation plans are included in the City's general purpose financial statements as a.tt agency
fund.
Effective August 20, 1996, the laws governing IRC Section 457 deferred compensation plans were
changed to state that new IRC Section 457 plans will not be considered eligible plans unless all
assets and income of the plan are held in trust for the exclusive benefit of the participants and their
beneficiaries. Existing plans are required to comply with the new requirement by January 1, 1999.
In response to the law changes, the GASB issued Statement No. 32, Accounting and Financial
Reporting for Internal Revenue Code Section 457 Deferred Comprmsar.cn Plans. This statement
requires that the City's deferred compensation plans be reported in the fmancial statements as an
expendable trust fund rather than as an agency fund, as currently reported. From the City's
perspective, the provisions of the statement are effective for the fiscal 1999 financial statemmts.
Management anticipates no material adverse affects from the implementation of this statement.
G. SURFACE WATER SUPPLY
CatUdian River Municipal Water Authority
The Canadian River Municipal Water Authority {CRMW A) is a Conservation and Reclamation
District established by the Texas Legislature to construct a dam, water reservoir and aqueduct
system for the purpose of supplying water to surrounding cities. The District was created in 1953
and comprises eleven cities, including the City. The budget, fmancing and operations of the
District are governed by a Board of Directors selected by the governing bodies of each of the
·member cities, each city being entitled to one or two members dependent upon population. At
September 30, 1998 the Board was comprised of 18 members, two of which represented the City of
Lubbock.
The City contracted ~;th the CRMW A to reimburse it for a portion of the cost of the Canadian
Ri,;er Dam and aqueduct system in exchange for surface water. Accordingly, such payments are
made solely out of water system revenues and are not general obligations of the City. The City's
pro rata share of annual fixed and variable operating and reserve assessments is recorded as an
expense of obtaining surface water.
48
CITYOF LUBBOCk; TEXAS
Notes to Financial Statements
September 30, 1998
NOTE III. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROuPS
E .. RETIREMENT PLANS (CONTINUED)
Trend lnfonnation
Fiscal Year Ending .
9/30/96
9/30/97
9/30/98
Annual Pension
Cost(APC)
1,492,722
1,514,291
1,586,233
Percentage of APC
Contributed
100
100
100
Net Pension
Obligation
LUBBOCK FIREMEN'S RELIEF AND RETIREMENT FUND
ANALYIS OF FUNDING PROGRESS
Entry Age UAALasa
Actumal Actuarial Unfunded Percentage of
·-Valuation Actuarial Accrued AAL Funded Annual Covered
Date Value of Liability (UAAL) Ratio Covered Payroll
(a} Assets (1) (AAL) (2) (1·2) (1/2) Payroll (3) ((2-1)/3)
12131/94 $57,532,897 64,634,282 $7,101,385 89.0% $8,958,3jl 79.3%
12/31/96 73,626,537 80,105,898 6,479,361 91.9 9,223,97-\ 70.2
(a) The City has adopted the option of the biennial actuarial valuation provision o£ GASB 27.
47
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE Ill. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
E. RETIREMENT PLANS (CONTINUED)
Contributions Required and Contributions Made
1. The contribution provisions of this plan are authorized by TLFFRA. TLFFRA provides the
authority and procedure to change the amount of contributions determined as a percentage of pay
by each firefighter and a percentage of payroll by the City.
2 While the contribution requirements are not actuariaUy determined, state law requires that each
plan of benefits adopted by the fund must be approved by an eligible actuary. The actuary certifies
that the contribution co.lnmitment by the firefighters and the City provides an adequate financing
arrangement. Using the entry age actuarUI cost method the plan's normal cost contribution rate is
determined as a percentage of payroll. The excess of the total contribution rate over the normal
cost contribution rate is used to amortize the plan's unfunded actuarial accrued liability, and the
number of years needed to amortize the plan's unfunded actuarial liability is determiried using a
level percentage of payroll method.
The costs of administering-the plan are financed from the trust.
3. The funding policy of the Lubbock Firefighter's Relief and Retirement Fund requires
contributions equal to 11% of pay by the firefighters and contributions by the City based on a
formula which causes the City's contribution rate to fluctuate from year to year. The December
31, 1996 actuarial valuation assumes that the City's cont:ibutions will average 15% of payroll in
the future.
Annual Pension Cost
For the fiscal year ending September 30, 1998, the City of Lubbock's annual pension cost of
$1,586,233 for the Lubbock Firefighter's Relief and Rrtirement Fund was equal to the City's
required and actual contributions during the year. While the required contributions were not
actuariaUy determined, the plan of benefits has been approved by the Board's actuary as having an
adequate financing arrangement based on the level of the firefighter and City of Lubbock
contribution rates, The funding policy of the fund requires the firefighters to contribute 11% of
pay and the City to contribute based on a formula which causes the City contribution rate to
fluctuate from year to year. These required contributions ,.-ere reflected in the December 31, 1996
actuarial valuation, which satisfied the parameters of the Governmental Accounting Standards
Board (GASB) Statement No. 27. .
The entry age actuarial cost method was used, with the normal cost calculated as a level percentage
of payroll. The actuarial value of assets was determined based on the market value with equities
smoothed based on the S&P 500 Stock Price Index. The actuarial assumptions included an
. investment return assumption of 8% per year (net of administrative expenses), projected salary
increases averaging 5.7% per year, and no postretirement cost-of-living adjustments. As! inflation
assumption of .J% per year is included in the investment return and salary increase assumptions.
The unfunded actuarial accrued liability (UAAL) is amortized with the excess of the assumed total
contribution rate over the normal cost rate. The number of yean needed to amortize the UAAL is
determined using an open, levd percentage of payroll method, assuming that the payroll will
increase 4% per year, and was 30 years as of the December 31, 1996 actuarial valuation based on the
plan provisions effective November 1, 1997.
Further details concerning the financial position of the LFRRF and the latest actuarial valuation
are available by contacting the Board of Trustees, LFRRF, City of Lubbock, P.O. Box 2000,
Lubbock, Texas 79.J57.
46
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE ill. DETAIL NOTES ON ALL FUNDS AND ACCOUNT-GROUPS
E. RETIREMENT PLANS (CONTINUED)
LUBBOCK FIREMEN'S RELIEF AND RETIREMENT FUND (LFRRF)
Plan Description
The Board of Trustees of the LFRR:F is the administrator of a single-employer defined benefit
pension plan. This pension fund is a trust fund. It is reported by the City of Lubbock as a related
organization and is not considered to be a part of the City fmancial reporting enity. Firefighters in
the Lubbock Fire Department are covered by the Lubbock Fircfaghter's Relief and Retirement
Fund. The table below summarizes the membership of the fund as of December 31, 1996{most
recent information available).
1. Retirees and beneficiaries rurrendy
receiving benefits .wd terminated
employees entitled to benefits but
not yet receiving them
2. Current employees
a. Vested
b. Partially Vested
c. Non-Vested
Total
December 31. 1996
200
);
101
97
433 -
The LFRRF provides service retirement, death, disability and withdrawal benefits. These benefits
vest after 20 years o( credited service. Employees may retire at age 50 .with 20 years of service. A
reduced early service retirement benefit is provided for employees who terminate employment
with 20 or more years of service. A partially vested benefit is provided for firefighters who
terminate employment with at least 10 but less than 20 years of service. The Plan Effective
No...-ember 1, 1997 provides a monthly normal service retirement benefit, payable in a Joint and
Two-Thirds io Spouse form of annuity, equal to 70.02% of Final 48-Month Average Salary Plus
S 110.50 per month for each year of service in excess of 20 years.
A· firefighter has the option to participate in a Retroactive Deferred Retirement Option Plan
(RETRO DROP) which will provide a·lump sum benefit and a reduced annuity upon termination
of employment. Firefighters must be at least age 52 with 22 years of service at the selected
"RETRO DROP benefit calculation date" (which is prior to date of employment termination).
Early RETRO DROP with benefit reductions is available af age 50 with 20 years of service for the
selected "early RETRO DROP benefit calculation date". Optional forms are also available at
varying levels of surviving spouse benefits instead of the standard two-thirds form.
There is no provision for automatic postretirement benefit increases. The fund has the authority
to provide, and has periodically in the paSt: provided for, ad hoc postretirement benefit increases.
The benefit provisions of this plan are authorized by the Texas LOcal Fire Fighter's Retirement
Act (TLFFRA). TLFFRA provides the authority and procedure to amend benefit provisions.
45
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE Ill. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
E. RETIREMENT PLANS (CONTJNUED}
TEXAS MUNICIPAL RETIREMENT SYSTEM REQUIRED SUPPLEMENTAL DISLOSURE
6 YEAR HISTORICAL SCHEDULE OF ACTUARIAL l.IAIULITIES
AND FUNDING PROGRESS
Unfunded
Actt.wial
Ac:tuarial Ac:crucd
·. Asof Actuari21 Value Accrued Percentage ·Liability
D"cmberJl ofAssets Lbbility Funded (UAAL)
1992 $82,930,899 $102,479,816 80.9% $19,548,917
1993 95,946,540 121,493,799 78.9 25,547,239
1994 101,453,897 128,062,753 79.2 . 26,608,856
1995 109,679,187 140,152,743 78.3 30,473,556
1996 107,984,862 138,449,326 77.9 30,464,464
1997 119,895,026 153,396,020 78.2 33~500,994
UALLasa% Annual Required
As of Annual Covered Of Covered Contribution Contribution
DeccmberJ1 Payroll Payroll .(ARC) Made
1992 $41,642,633 46.9% $4,661,638 $4,661,638
1993 44,324,483 57.6 4,579,094 4,579,094
1994 42,815,350 62.1 4,457,659 4,457,659
1995 43,750,083 69.6 5,011,685 5,Cll,685
1996 43,498,950 70.0 5,372,808 5,372,808
1997 45,015,150 74.4 7,037,656 7,037,656
44
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE m. DETAii. NOTES ON ALL FUNDS AND ACCOUNT GROUPS
E. RETIREMENT PLANS (CONTINUED)
TEXAS MUNICIPAL RETIREMENT SYSTEM {TMRS)
Pbn Description
The City provides pension benefits for all of its full-time employees (with the exception of
fuefighter"s) through a non-traditional, joint contributory, defined benefit plan in the state-wide
, Texas Municipal Retirement System (TMRS), one of 700 administered by TMRS, an agent
· Jl1Ultiple-employee retirement system.
, Benefiu depend upon the sum of the employee's contributions to the plan, with interest; and the
City-financed monetary credits, with interest. At the date the plan began. the City granted
monetary crediu for service rendered before the plan began of a theoretical amount equal to two
times what would have been contributed by the employee, with interest, prior to establishment of
the plan. Monetary credits for service since the plan began arc a percent (100%, 150%, or 200%) of
the employee's accumulated contributions. In addition, the C~ty can grant, ;:soften .as annually,
another type of monetary credit referred to as an updated service credit which is a theoretical
amount which, when added to the employee's accumulated contributions and the monetary credits
for the service since the plan began. would be the total monetary credits and .employee
contributions .lccumulated with interest if the current employee contribution rate and City
matching percent had always been in existence and if the employee's salary had always been the
average of his salary in the last three years that are one year before the effective date. At
retirement, the benefit is calculated as if the sum of the employee's accumulated contributions with
interest and the employer-financed monetary credits with interest 11-·ere used to purchase an
annuity .
. ,Members can retir.e at age~ 60 and abcYII'e with 10 or more years. of service or with 25 ye:m of
service regardll!ss of age. A member is ••ested after 10 years. The plan provisions are adopted by
the governing body of the City, within the options available in the state statutes governing TMRS
.and within the actuarial constraints also in the statutes.
Contn"butions
The contribution rate for the employees is 7% and the City matching ratio is currendy 2 to 1, both
as adopted by the governing body of the City. Under the state law governing TMRS, the actuary
annually determines the City contribution rate. This rate consists of the normal cost contribution
rate and the prior service contnbution rate, both of which arl! calculated to be a level percent of
payroll from year to year. The normal cost contribution rate finances the currently accruing
monetary crediu due to the City matching percent, which are the obligation of the City as of an
employee's retirement date, not at the time the employee's contributions are made. The normal
cost contribution rate is the actuarially determined percent of payroll necessary to satisfy the
obligation of the City to each employee at the time his/her retirement becomes effective. The
prior service contribution rate amortizes the unfunded (overfunded) actuarial liability (asset) over
the remainder of the plan's 25-year amortization period. When the City periodically adopts
updatl!d service credits and increases in .umuities in effect, the increased unfunded actuarial liability
is to be amortized over a new 25-year period. Currently, the unfunded actuarial liability is being
amortized over the 25-year period, which began January 1997. The unit credit actuarial cost
method is used for determining the City contribution rat!!. Both the employees and the City make
contributions monthly. Since the City needs to know its contribution rate in advance to budget
for it, there is a one-year delay betWeen the actuarial valuation that is the basis for the rate and the
calendar year when the rate goes into effect. (i.e. December 31, 1997 valuation is effi!Ctive for rates
bl!ginning January 1999).
43
CITI" OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE m. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
D. PROPERTY. PLANT AND EQUIPMENT (CONTINUED)
Construction in progress is composed of the following:
Project
Authorization
Expended Unexpended
9·30-98 Balance
Fire Station
Park Improvements
Street Improvements
Permanent Street Maintenance
General Permanent Capital Projects
General Permanent Capital Maintenance&:: Other
Total Life-t~rDate Activity
$ 8,189,125
2,543,045
32,487,909
3,398,186
10,673,308
14,824,018
s 72,115,591
s
$
695,204 s 7,493,921
924,242 1,618,803
12,423,703 20,06-t,206
3,283,525 114,661
6,873,060 3,800,248
6,532,294 8,291,724
30,732,028 $ 41,383.563
General fixed asset account group for component units for the year ended September 30, 1998, arc
follows:
Equipment
Balance
10-Cl-97 s 256.656
Additions s 60,109
Ddctions
$ -
Balance
9-J0-98
$ 316,765
Property, plant, and equipment recorded in the City's various proprietary funds fmcluding
component units) as of September 30, 1998, is as follows:
Total
Reporting
Internal Total Entity
Enterprise Service Proprietary Component Proprietary
Fund Fund Fund TIE!: Units FundTy~
Land s 30,708,629 s 71,182 $ 30,779,811 $ 520,403 s 31,300,214
Buildings and improvements 63,859,497 2,006,007 65,865,504 4,023,104 69,888,608
Improvements -402,307,927 197,470 402,505,397 243,504 -4C2,748,901
Equipment 40,216,685 7,907,434 48,124,119 14,255,637 62,379,756
Construction in Progress 82l39,714 7,294,175 90,033,889 90,033,889
Toral 619,832,452 17,476,268 637,308,120 19,042,648 656,351 ,368
Less: Accumulated Depreciation (183,408,991) e.572,330} {190,9811321) {5,941,775} (196,923,096)
Net $4361423,461 $9,903,938 $446,327,399 $13,100,873 $459,428,272
E. RETIREMENT PLANS
• Each qualified employee is included in one of ~·o retirement plans in which the City of Lubbock
participates. These are the Texas Municipal Retirement System ('niRS} and the Lubbock
Firemen's Relief and Retirement Fund (I..FRRF). The City does not maintain the accounting
records, hold the investments or administer either fund.
Summary of significant data for each retirement plan follows:
42
CI'fY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE m. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
C. DEFERRED CHARGE
The total deferred charges of $9,199,603 includes $4,000,000 which represents an advertising
contract with the United Spirit Areru. The advertising will begin with the opening of the sports
arena and will continue for 30 years. Amortization of this amount will begin upon the opening of
the arena.
The deferred charges also include an amount of $1,941,194 at Septembe~ 30, 1998, which represents
prepayments for two separate contracts for future delivery of natural gas as contracted for by the
City. In 1988, a contract was entered into for the purchase of proven and unproven resecves,
tot~ 2,000,000 MMBTU at $1.56 per MMBTU with an option, ,which the City has exercised, to
purchase an additional 2,000,000 MMBTU at the same price. The remaining amount of
prepayment relative to this contract at September 30, 1998 is $1,6-43,133. Quantities in excess of the
first 4,000,000 MMBTU can then be purchased at market value. During 1988, proven reserves of
338,000 MMBTU were purchased at the $1.56 rate. The remaining reserves arc being purchased as
proven. One-half the rate, or $.78 per MMBTU, is paid upon proven determination of the reserves
and the b . ..Jancc is to be paid upon delivery. The prepayments are to be expensed as the gas is taken
until the prepaid units of gas have been consumed. At September 30, 1998 and 1997, 1,317,934
MMBTU had been delivered,, and remaining proven reserves at September 30, 1998 and 1997 were
2,104,173 MMBTU.
On August 25, 1994, t!Jc City contracted for the purchase of natural, gas to be delivered in future
years. An amount of $298,061 is included in the $1,941,194 which represents a deposit on future
gas deliveries. The City is obligated to purchase 5,500,00: MMBTIJ of gas per year in fiscal years
1999 through 2008.
The remaining deferred charges of $3,258,409 represent infrastructure and other econom1c
development co~s being amorti-.cd over S years.
D. PROPERTY. PLANT AND EQUIPMENT
General fixed assets of the City for the year ended September 30, 1998, arc'as follows:
Land
Buildings and improvements
Other Improvements
Equipment
Construction in Progress
Total
"' Includes transfers
Balance
10-1·97
s 8,485,171
35,892,314
126,785,776
27,296,211
32,814,504
$231,273,976
41
Additions*
s
3,814,608
4,279,391
7,766,311
14,014,729
$29,875,039
Ddctioos• s
1,019
115,986
4,980,353
16,097,205
$21,194,563
Balance
9-30-98
$ 8,485,171
39,705,903
130,949,181
30,082,169
J0,732,028
$239,954,452
I
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE lll. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
A. POOLED CASH AND INVESTMENTS (CONTlNUED)
Cash and Category Carrying Bank
BankD~sits {A} (B} (C} Amount Balance
Cash and Bank
Deposits--Primary
Government $1,686,956 s $ $144,082 $1,686,956
Cash and Bank
Deposits-Component
·Units 446,844 11502,972 11~12 1,701,152 21031,028
Cash and Bank
Deposits -Reporting
Entity $2;131,800 s 1,502,972 $81,212 $1,845,234 $3,717,984
Cash and Investments are reported in the fmancial statements as:
Primary Component Reporting
Government Units Entity
Cash and Cash Equivalents • Non· $9,6}2,956 $1,583,131 $11,216,087
Restricted
Cash and Cash Equivalents • Restriczed 78,399,135 l18,C21 78,517,156
Total Cash and Cash Equivalents 88,032,091 1,701,152 89,733,2·43
Investments • Non Restricted 75,217,9.H 4,991,.82 80,209,413
Investments • Restricz~ 22,294,092 22,294,092
T oral Investments 97,512,023 4!991,.82 102,503,505
Total Cash and Investments $185,544,114 $6,692,634 $192,236,748
B. INTERFUND TRANSACTIONS
Interfund receivables and payables consisting of due to/from and advances to/from other funds at
September 30, 1998 11rere as follows:
Funds
General Fund
Special Revenue Funds:
Hotd!Motel Tax
Capital Projecz Funds
Enterprise Funds:
Electric Enterprise
li;' ater Enterprise
Sewer Enterprise
Airport Enterprise
Golf Enterprise
Storm water Enterprise
Internal Service
Expendable Trust Funds:
Community Development
Community Services
Library
Total Primary Government
40
Interfu.nd
Receivables
$6,521,939
1,086,068
635,342
239,778
. 1,389,000
$9,872,127
lnterfund
Payables
s
600,000
1,578,973
239,778
2,020,500
290,000
3,204,876
1,784,000
19,000
BS,OOO
$9,872,127.
CITY OF LUBBOCK; TEXAS
Notes to Financial Statements
September 30,1998
NOTE III. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
A. POOLED CASH AND INVESTMENTS (CONTINUED)
INVESTMENT CATEGORY OF CREDIT RISK
(1) Insured, registered or in securities hdd by the entity or its agent in the entity's name.
(2) Uninsured and unregistered, with securities hdd by the counter pany's trust department or its
agent in the entity's name. · · · · · -
(3) Uninsured and unregistered, with securities held by the counter party or by · the trust
department or agent but not in the entity's name. .;
DEPOSIT CATEGORY OF CREDIT RISK
(A) Insured or collateralized with .securities hdd by the entity or by its agent in the entity's name.
(B) Collateralized with securities hdd by the pledging financial institution's trust department or
agent in the entity's name.
(q Uncollateralized.
Pooled Cash and Investments
The City's pooled cash .mJ investmeu'-$ consir. of deposits with financial institution;, cenificates
of deposit, U.S. government and agency securities, commercial paper, . and deposits in qualifying·
non-regulated money market investment pools (Logic). These investments have varying maturities
ranging from one day to three years. The weighted average 111aturity of the total portfolio is kept
to under two years. The following is a schedule of the City~s pooled cash and investments at
September 30, 1998:
Investments
U.S. Treasury and
Agency Obligations-
Primary Government
Com111ercial Paper-.
Primary Government
Mutual Funds-
Primary Government
T otallnvestments -
Primary Government
U.S. Treasury and
Agency
Obligations/Other-
Component Units
Repurchase agreement-
Component Units
Mutual Funds-
Component Units
T otallnvestments-
Component Units
T otallnvestments·
Reporting Entity
'1
$90,728,090
24,804,582
4;579,276
Category
2
39
(3)
149,852
Carrying
Amount
$90,728,090
24,804,582
69,867,360
185,400,03i
4,579,476.
149,.852
262,354
4,991,482
$190,391,514
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, i.998
NOTE ll. STEWARDSHIP, COMPUANCE AND ACCOUNTABIUTY
A. RETAINED EARNINGS/FUND BALANCE DEFICITS (CONriNUEDl
The deficit of $21,116 in the Community Services Expendable Trust Fund is the result of a timing
difference betWeen expenditures incurred and the filing of requests for reimbursements. These
funds have not been accrued, as certain reimbursement amounts are not measurable at September
30, 199&, which is consistent with the revenue recognition required by the modified accrual basis
of accounting. ·
The deficit in the Golf Enterprise Fund of $1,679,7&& is the result of placing itself in a more
competitive position throught non-capital course equipment improvements. On October 13, 1994,
the City contracted with Fore Star Golf, Inc. for management sen-ices to be provided for the City's
operations. The management agreement is effective through December 31, 2014. Over the term of
the contract, Fore Star Golf, Inc. will receive a portion of the golf course revenues based on a
sliding scale.
The deficit of $447,1&6 in the Internal Service Fleet Maintenance fund results from the practice of
not recovering depreciation through user charges. Management is evaluating user charges in order
to recover depreciation and recover the retained earnings deficit. ·
The deficit of $2,262,286 in the Internal Service Radio Shop Fund results from the practice of not
recovering depreciation through user charges. Management is e·•.Uuating user charges in order to
recover depreciation and recover the retained earnings deficit. The Radio Shop Fund also incurred
a capital lease of $2.1 million and will recover the fiD.ancing cost and capital cost from user
departments o,·er the next few years.
The deficit of 53,079,866 in the Internal Service Management· lniormation Fund results from the
practice of not recovering depreciation through user charges. .\ capital lease in this fund also
contributed to the i-etained earnings deficit. Management is C'·aluating user charges in order to
recover depreciation, financing and capital costs, and the retained earnings deficit.
The deficit of $2&7,869 in the Internal Service Communications Fund results from the practice of
not recovering depreciation through user charges. Management IS evaluating wer charges in order
to recover depreciation and recover the retained earnings deficit.
No other funds of the City had deficits in either total fund balances or ~otal retained earnings.
NOTE m. DETAIL NOTES ON ALL FUNDS AND ACCOUNT GROUPS
A. POOLED CASH AND INVESTMENTS
The City's investment polices are governed by State statute and City ordinances; Permissible
investments include direct obligations of the United States or its agencies and instrumentalities,
certificates of deposit, prime domestic banker's acceptances. commercial· paper. repurchase
agreements, and deposits in a qualifying investment pool. Collateral is required for demand
deposits, certiiicates of obligation, and repurchase agreements at 102% of all amounts not covered
by Federal deposit insurance. Obligations that may be pledged as collateral are oblig.uions of the
United States and its agencies and obligations of the state and its subdivisions. The City's deposits
and investments are categorized below to indicate the level of risk assumed by the City at
September 3C. 1998.
38
CITY.OF. LlJIBPCK, TEXAS
Notes to Financial Statements
September 30, 1998
-··
NOTE I. SUMMARY OF SIGNIFICANT ACCOUNTING POUCIES
H. REVENUES. EXPENSES AND EXPD.'DITURES (CONTINUED)
Post Employment Benefits for retirees of the City of Lubbock include the option to purchase
health and life insurance benefits at their own expense. Amo\mts to cover premiums and
administrative costs, with an incremental charge for reserve funding, are determined by the City's
health care administrator. Employer contributions are funded on a pay-as-you-go basis: Financial
activity_is reported in the Health Insurance lntemal Service Fund. The following schedule reflects
participation in_ the City's health care prc;l-am:
Participants
Active
Retired
Cobra
Active Qaims
Retired Claims
Cobra Clai!Ds
Total Claims
1998
1,718
lSl
23-
1998
$5,117,785
2,021,681
13,975
. $7,153,441 am
'Yo of Employee Groups to total claims
Active. 71.54%
28.26%
.20%
Retired
Cobra
Total%
I. TOTALS (MEMORANDUM ONLY)
.. ·
The Totals (Memorandum Only) columns represent an aggregation of the combined financial
statements and do not represent consolid.ated financial information. Data in those c'?lumns do not
represent financial position and results ci operations, in conformity with GAAP and are presented
only to facilitate analysis.
f. RECLASSIFICATION
Certain 1997 amounts have been reclassified to conform to 1998 pr~sentation.
NOTE II. STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY . -~-. -
A~ RETAINED EARNINGS/FUND BALANCE DEFICITS ..
·The deficit of $21.769 m the Library. Expendable Trust Fund is the result of a timing difference
between expenditures· incurred' and ihe tiling· of requests for reimbursements. These_ funds have
not beeri accrued; as· certain reimbursement amounu are not measurable at September 30, 1998,
which · is consistent ·with the rev:nllt' recognition required by the modified accrual basis of
accounting.
The deficit of $279,725 in the Police Expendable Trust Fund is the result of a timing difference
between expenditures incurred and the iiling of requests for reimbursements. These funds have not
been accrued, as certain reimbursement amounts are not measurable at September JO, 1998, which
is consistent with the revenue recognition required by the modified accrual basis of accounting.
37
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30,1998
NOTE I. SUMMARY OF SIGNIFICANT ACCOUNTING POUCIES
G. RISK MANAGEMENT (CONTINUED)
Other small insurance policies, such as surety bond coverage and miscellaneous Boaters, are
accounted for in the Risk Management Fund. Funds are charged expenditures based on premium
amounts and administrative charges. The City has had no significant reductions in insurance
coverage during the year. Settlements in the current year and preceding two years have not
exceeded insurance coverage.
H. REVENUES. EXPENSES AND EXPENDITURES
Interest Income on pooled cash and investments is alloca1ecl monthly based on the percentage of a
fund's average daily equity in pooled cash and investments to the total average daily pooled equity
in pooled cash and investments, except for certain Trust and Agency Funds, certain Special
Revenue Funds, Governmental Capital Project FundS. and cenain Internal Service Funds.
· The interest income on pooled cash and investments of these funds is reported in the General
Fund or the Debt Service Fund.
Sales Tax Revenue for the City results from an allocation of l.lZS'I'o of the total sales tax levy of
7.875°o, which is collected by the State of Texas and remitted to the City monthly. The tax is
collected by the vendor and required to be remitted to the State by the lOth of the month
follo .. .-ing colleaion. The tax is then paid to the City by the 10th of the next month. On January
21, 1995, voters approved a 1/8 cent increase in sales ta:c to reduce the property tax rate which
went into effect October 1, 1995.
Grant Revenue: from federal and state grants 1s r«ogniz.ed to the extent that the related
expenditure has been incurred.
lnterfund Transactions or quasi-external tranSactions are accounted for as revenues, expenditures
or expenses. Transactions that constitute reimbursements to a fund for expenditures/expenses
initially made from that fund that are properly ·applicable to another fund, are recorded as
expenditures/ expenses in the reimbursing fund and as reductions of expenditures/ expenses in the
fund that is reimbursed.
Nonrecurring or nonroutine permanent transfers of equity are reported as residual equity
transfers. All other interfund transactions except quasi-external transactions, reimbursements,
temporary receivable and payables, and residual equity transfers are reponed as operating transfers.
Compensated Absences consists of vacation leave and sick leave. Vacation leave of 10.20 days is
granted to all regular employees dependent upon the cbte employed, years of service, and civil
service status. Beginning in calendar year 1995, up to -40 hours of vacation leave may be •carried
over· to the next calendar year. The City is obligated to make payment upon retirement or
termination for any available, unwed vacation leave. ·
Sick leave for employees is accrued at 1 1/4 days per month with a maximum accrual status of 200
days. After 15 years of continuous full time: service for non-civil service personnel, vested sick
leave is paid on retirement or termination at the current hourly rate for up to 90 days. Upon
retirement or termination, Civil Service personnel (Police) are paid for up to 90 days accrued sick
lean after one year of employment. Civil Service Personnel (Firefighters) are paid for up to 135
days o£ accrued sick leave upon retirement or termination. The Texas Civil Sen-ice lav.-s dictate
certain benefits and personnel policies above and beyond those policies of the City.
The liability for the accumulated vacation and sick lea,·e is recorded in the general long-term debt
account group for governmental fund employees and as a noncurrent liability in the proprietary
funds for proprietary fund employees. Management lw detennined that the current portion of
this liability is not significant to the overall fmancial position of the City. ·
36
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
\ . . '
NOTE I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
F. ASSETS. UABILIDES AND FUND EQUITY (CONTINUED)
Fixed Assets and Depreciation • General fixed assets are not capitalized in . the funds used to
acquire or ' construct them. Instead, capital acquisition and constniction ~e reflected as
expenditures in Governmental Funds, and the related assets are reported in the General Fixed
Assets Account Group. All purch.ised fixed assets arc recorded at· cost. Donated assets are recorded
at the fair value on the· date of donation. Assets in the General FiXed Assets Account Group arc
not depreciated. Property, plam md equipment of the Proprietary Funds are stated at cost or
estimated market value for donattd assets. Depreciation is computed using the straight-line method
over the estimated useful lives as folloWs;
Improvements
Buildings
Equipment
1~50 years
15-SOyears
3-1S years
Interest Capitalization·· The Ciry capitalizes interest cost in its Enterprise Funds on bonds used
for fixed asset construction, net of interest income earned on the temporary inVestment of the tax-
exempt bond proceeds. Interest costs incurred during the year were $13,313,352. No interest wa~
capitalized during the year ended September 30, 1998.
Advances to Other Funds • Amou11ts ov;ed to one fund by :mother which are not due within oae
year arc recorded as advances to :ther funds.' These are equally offset by a fund balance reserve
amount in the governmental fun:;, v.·hich indicates they do not constitute available spendable
resources.
G. RISK MANAGEMENT
The City is primarily self-insure;: for medical and dental coverage. The liability for incurred clam1s
represents estimates for medical md dental claims inc-.urcd as of September 30, 1998. Some of
these claims were reported at September 30, 1998, and others which are incurred but not reported
{IBNR), may not be reported ~til a later date. IBNR is actuarially detemuned by the City's
independent insurance administrator.
The City's self-insured worker's compensation and general liability programs are on a cash flow
basis, which means that the service contractor proceSses, adjusts and pays claims from a deposit
provided by the City. The City accounts for the worker's compensation program in the Risk
Management Fund (an Intem.d Service Fund) by charging premiums based upon losses,
administrative fees and reserve requirements.
The Risk Management Fund esuhlishes claim liabilities based on estimates of the ult~ate cost of
claims fmcluding future claim adjustment ~enses) that have been reported but not settled, and of
claims that have been in~rred but not reported. The len&th of time for which such costs must be
estimated Varies depending Oil the COVerage involved. Estunated amounts of salvage and
subrogation and reinsurance re.:overable on unpaid claims arc deducted from the liability for
unpaid claims. Because actual claim. costs depend on such complex factors as inflation, changes in
doctrines of legal liability, and chmage awards, the process used in computing claim liabilities docs
aot necessarily result in an e:uct amount, particularly for coverage's 5\}ch as general liability.
Claim liabilities arc recomputed periodically using a variety of actuarial' and statistical techniques
to produce current estimates thai reflect recent settlements, claim frequency, and other economic
and social factors. Adjustments to claim liabilities are char&ed or credited tci expense in the period
in which they are made.
Additionally, property and boi1~r coverage is accounted for in the Risk M\Ulagement Fund. The
property insurance policy was ?urchased from aa outside insUrance carrier.· The policy has a
S250,000 deductible per occurrence, and the boiler coverage insurance deductible is up to SlOC,:lOO
dependent upon the· unit. Pre:miwns are charged to funds b:Ued upon policy prenu\uns and reserve
payments.
35
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE I. SUMMARY OF SIGNIFICANT ACCOUNTING POUCIES
D. BUDGETARY ACCOUNTING {CONTINUED)
not exceed budgeted appropriations at the fund level Budgeted amounts shown are from the
revised budget, adopted by resolution on August 17, 1998. During the year, the budget was revised
to reflect a .84% increase in General Fund operating revenues and a .87% decrease for the General
Fund operating expenditures from the original budget. Each year, in accordance with State law,
the City Council sets an ad valorem tax levy for a sinking fund (General Obligation Debt Service)
which, with cash and investments in the fwid, would be sufficient to pay all the bonded
indebtedness and interest due in the following fiscal year.
E. ENCUMBRANCES
At the end of the year, encumbrances for which goods and/or services have not been received are
canceled. At the beginning of the nat year, management reviews all open encumbrances. During
the revUed budget process, budgets may be re-established. On October 1, 1998, the General Fund
had approximately $36,100 which management~ evaluate to determine whether there will be
additional appropriations made for these expenditures during f1Scal year 1999.
F. ASSETS. LIABILITIES AND FUND EQUITY
Equity in Pooled Cash and Investments • The City pools the resources of the various funds in
order to facilitate the management of cash and enhance investment earnings. Records are
maintained that reflect each fund's equity in the pooled account. GASB Statement No. 31,
Accounting and Financial Reporting for Certain Investments and for External Investment Pools
became effective for the year September 30, 1998. This statement requires cenain investments to
be carried at fair value with the change in fair ,,aJue included in the determination of investment
income shown in the operating statement. The effect on the City's investment portfolio, {which
excludes the City's deferred compensation plans · see Note m F.} as a result of the implementation
of the statement, was not significant such that the carrying value of the ponfolio is considered to
<~pproximate fair market value.
Cash and Cash Equivalents • Cash equivalents are defined as sh(m-term highly liquid investments
that are readily convertible to known amounts of cash and have original maturities of three
months or less which present an insignificant risk of changes in value because of changes in interest
rates.
Property Tax Receivable· Property taxes are assessed and liens anach on valuations as of January
1, levied on October 1 of each year, and· become delinquent February 1 of the following year.
Uncollected taxes, net of the estimated uncollectible amount, are recorded as receivable in the
General and Debt Service Funds. Deferred revenue is recorded in an amount equal to net
delinquent taxes receivable, less taxes collected within 60 days after the end of the fi~cal year.
Enterprise Fund Receivable • Within the Electric, Water, Sewer and Solid Waste Enterprise
Funds, services rendered but not billed as of the close of the fisc:il. year, are not considered
significant. Amounts billed are reflected as receivable net of an allowance for uncollectibles.
inventories • Inventories in the Proprietary Fund Types consist of expendable supplies held for
consumption. Inventories are valued at cost using the average cost method of valuation.
Proprietary Fund Types use the consumption method of accounting (i.e., inventory is expensed
when used rather thw when purch.ised).
Prepaid Items -Prepaid items are accounted for under the consumption method.
Restricted Assets • Cenain enterprise fund assets are restricted for construction which has been
funded through long-term debt, therefore, reuined earnings have not been reserved for these
amounts. Tl;ae excess of assets restricted for the payment of debt service over cenain liabilities are
included as retained earnings reserved for capiul projects, rate stabilization, economic development
and bond indentures. · . ·
34
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
. . . .
B. BASIS OF PRESENTATION· FUND ACCOUNTING (CONTINUED)
Infrastructure fixed assetS such as streets, highways, bridges, sidewalks, strm lighting, traffic poles
and signals, and storm sewers, are accounted for in the General Fixed Assets Account Group and
reported in the Schedule of General Fixed Assets.
General fixed assc:ts an not depreciated and are recorded at historical cost at the time of
acquisition. Donated assets are recorded at their fair market value on the ~te donated
General Long-Tcrm Debt Account Group is used to account for the City's liability for general
long-term debt such as general obligation bonds, certificates of obligation, long-term notes payable,
long-term leases, and obligations for employee vacation. sick-leave benefits, insurance claims and
rebatable arbitrage~ other than those reported in the Proprietary Funds.
C. BASIS OF ACCOUNTING
The modified accrual basis of accounting and the flow of .:urrent financial resources measurement
focus is followed for governmental fund types and expendable trust funds. Under this. basis of
accounting, expenditures, other than interest on long-term debt in the Debt Service Fund, which is
recorded v.·hen due, are recorded v.·hen the liability is incu~red. Revenues are recorded v. hen
received in cash unless susceptible to accrual. Revenues under the modified accrual ba5is must be
both measurable and a.Yailable to finance current year appropriations. Re,·enues considered to be
susceptible to accrual under the modified accrual basis are property tax, s.Ues tax, franchise tax,
hotel/motel taX, certain grant revenue and investment income. The accrual basis of accounting
and the flow of economic resources is followed in the enterprise funds and internal service funds.
Under this method o: accounting, revenues are recognized when earned and expenses are
recorded when a lia.bwty is incurred.
Under the current financial resources measurement fo~s. only current asSets and current liabilities
are included on the balance sheet. Net current assets or fund balance is considered a measure of
available spendable resources. The Cow of finau.cial r~sources me;tSUrement focus i.; concerned
primarily with the measure of interperiod equity {e.g. whether. current year revenues ~·ere
rufficient to pay for current year services). . . .
Enterprise funds and internal service funds are accounted for using an economic resource
measurement focus. All assets and liabilities including fixed assets and long-term debt are included
on the balance shert. Fund equity is segregated into its contributed capital and retained. earnings
components. · Proprieury fund type operating statements present increases (revenues) and decreases
(expenses) i.D net total assets.
D. BUDGETARY ACCOUNTING
Annual budgeis are adopted on a basis consistent wltli generally a~cepted accounting principles for
. all governmental funds except for special revenue funds, debt service. funds, and. capital project
funds, which adopt project-length budgets. All annual appropriations lapse at fiscal year end.
Annually, the City ~lanager submits . to City Council a p'roposed operating bUdge~ for the
\lpcoming fiscal year. Public hearings are conducted to obtain taxpayer comments, .and the budget
is legally enacted through passage of ari ordinance by the City Council.
Budgetary .:ontrol is maintained by department and by rlie following c~tegory of expenditures:
personnel services, supplies, maintenance, other charges, and capital outlay. All budget
supplements must be approved by the City Council. Administrative trmsfers and increases or
decreases in accounts voithin categories may be made by management as long as expenditures do
33
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE I. SUMMARY OF SIGNIFICANT ACCOUNTING POUCIES
B. BASIS OF PRESENTATION· FUND ACCOUNTING (CONTINUED)
GOVERNMENTAL FUND TYPES
General Fund is the general operating fund of the City. It is used to account for all financial
transactions except those required to be accounted for in another fund.
Special Revenue Funds are used to account for the proceeds of specific revenue sources (other
than special assessments, expendable trusts. or major capital projects) that are legally restricted to
expenditures for specified purposes.
Debt Service Funds are used to account for the accumulation of fmancial resources for the
. payment of interest and principal on the general long-term debt of the City.
Capital Project Funds are used to account for financial resources to be used for the acquisition or
construction of major capital facilities (other than those fmanced by Proprietary Funds or Trust
Funds).
PROPRIETARY FUND TYPES
Enterprise Funds are used to account for operations of the City (a) that are financed and operated
in a manner·similar to private business enterprises, where the intent is to provide goods or services
to the general public on a continuing basis, the cost of which is to be recovered in whole or pan
through user charges; or (b) where the governing body has decided that periodic determin .. nion of
revenues earned, expenses incurred, and/ or net income is appropriate for capital maintenance,
public policy, management control, accountability, or other purposes.
Internal Service Fund is used to account for the financing of goods and services pro ... ·ided by one
depanment or agency to other departments or agencies of the City, or to other governments, vn a
user charge basis.
FIDUCIARY FUND TYPES
Transactions related to assets held by the City in a trustee capacity or as an agent for individuals,
private organizations, other governmenu and other funds, are accounted for in fiduciary fund
types. Fiduciary fund types are comprised of:
Expendable Trust Funds account for assets received and expended by the City as ttustee in
essentially the same manner as governmental fund types.
Agency Funds are used to account for assets held by the City as a custodial trustee. They are
accounted for on the modified accrwd basis of accounting with respect to asset and liability
recognition, but do not have a measurement focus since agency funds do not account for
operations.
ACCOUNT GROUPS
General Fixed Assets Account Group represenu a summary of the fixed assets of the City, other
than those fixed assets reponed i.ri. the Proprietary Funds. Capital· expenditures of the Capital
Projects Fund are the primary source from which the detailed records of the general fixed assets
account group are developed. Capital · expenditures are carried in ·this account group as
construction in progress until the projects are completed and are then capitalized by function and
classification. ·
32
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE I. SUMMARY OF SIGNIFICANT ACCOUNTING POUCIES
A. REPORTING ENTITY (CONTINUED) .
not in the City. The State Firemen's Pension Commission exercises general oversight authority
over the LFRRF; thus, the City of Lubbock does not significandy influence operations.
Lubbock Arts Alliance, Inc. (AUiance) is dedicated to the ·promotion and improvement of the
arts and sponsoring the annual Lubbock Arts Festival. Fiscal dependence by the Alliance on the
City is not significant to the City. City Council does not appoint the board. The City is not able
· to eicert its will on the Alliance.
Lubbock Health Facilities Development Corporation {LHFDC) promotes health facilities
development .. City Council appoints the seven-member board. Bonds issued by LHFDC do not
constitute indebtedness of the City. The City does not govern operations of LHFDC.
Omcimax is a theater financed with proceeds from bonds issued by the City. The Omninux is
leased to the Science Spectrum. Inc. ·City Council does not appoint the board. ·The City is not
able to impose its will on the organization. The City has a contractUal agreement with Sciwce
Spectrum, Inc. for the operation and maintenance of the theater and for a percentage of net
revenues to be allocated to the City for debt service reimbursem~nt.
Lubbock Housing Finance Corporation, Inc. (LHFC) was formed pursuant to the Texas
Housing Finance Corporation Act, to finance the cost of decent,·· safe, affordable residential
housing. The Mayor appoints the seven-member board. It is the opinion of the City Anomey
that LHFC is independent of the City. Indebtedness of the LHFC does not constitute
indebtedness of the City. The City is not able to impose its will on the LHFC.
JOINT VENTL"RE
In May 1998, the City; along with three other cities in the West Texas are11. ~tered into an
agreement with the West Texas Municipal Power Authority ("WTMPA") ~o purchase power
generated by a co-generation facility to be \:OUstructed wi:h the proceeds obtained from the
issuance of $28,910,000 of revenue bonds issued by WTMPA. The contractual arrangement with
WTMP A calls for each participating city to guarantee payments of the WTMP A bond debt service
in the event the net revenues of the power sales contracts with the participating cities is not
adequate to cover the debt service. The City's percentage of the debt service guaranteed is 85.21%.
The City has an ongoing financial interest in WTMPA through the contractual arrangement to
purchase generated power and is also considered to have an ongoing financial responsibility due to
the manner in which the debt service is guaranteed as well as the responsibility for financing the
operations of the joint venture by purchasing the power generated by WTMP A whiCh will benefit
the citizens of Lubbock.
· Financial information for WTMPA can be obtained from the City of Lubbock,P.O. Box 2000,
Lubbock, Texas 79401, (Attention Managing Director of Financial Services).
During the year ended September 30, 1998, the City did not purchase any powed~omWTMPA
and the City v.·;,s not required to subsidize any debt service payments.
B. BASIS OF PRESENTATION • FU~"D ACCOUNTING
The financial transactions of the City are recorded in individual funds and account groups. Each
fund is accounted for by providing a separate set of self-balancing accounts that comprise its asSets,
liabilities, reserves, fund equity, revenues, and expenditures/ expenses.
The various funds are classified into three categories: governmental, proprietary .and fiduciary.
The following fund types and account groups are wed by the City:
31
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE I. SUMMARY OF SIGNIFICANT ACCOUNTING POUCIES
A. REPORTING ENTITY (CONTINUED)
Civic Lubbock, Inc. promotes the cultural aud educational usage of the Lubbock Memor-W Civic
Center and Lubbock Municipal Coliseum. The 7 member bcnrd is appointed by the City Council.
City Council approves the aanual budget for Civic Lubbock, Inc. Civic Lubbock. Inc. is reported
as a proprietary type component unit.
Market Lubbock, Inc. On October 10, 1995, the Lubbock City Council created Market Lubbock,
Inc., a non-profit corporation responsible for creating, managing, operating and supervising
programs and . aciivities for the purpose of promoting, assisting and enhancing economic
development within and around the City of Lubbock. Market Lubbock. Inc. is a legally separate
entity. The City Council appoints the seven-member board. The operation is funded mostly by
the equivalent of three cents of the property tax rate. Market Lubbock, Inc. is reported as a
governmental type component unit.
·Marketing, EntcrUinmc:ot, Travel, Tourism, and Sports, Inc. (METTS) were formed on
September 22, 1995 with the merger of the Civic Center and the Conl--ention and Tourism Bureau
of Lubbock. Inc. boarc:ls. METTS promotes the City as a convention center, as a City of interest
to tourists, and encourages the use of the Lubbock . Memorial Civic Center and
Auditorium/Coliseum as well as other facilities located in the City. The operations are managed
by a board of directors appointed by the City· Council. METTS is a legally separate entity. City
Council approves the annual budget. METTS is reported as a governmental type component unit .
. The combined financial Statements presen~ . financial statements for each of the four discretely
presented component units. Copies of financial statements of the individual component units may
be obtained from their respective administratiye offices listed below:
Administrative Offices
City Transit Managemc;nt
Co., Inc. dba Citibus
801 Texas··
Lubbock, Texas
Market Lubbock, Inc
Civic Lubbock, Inc. · .1212 f3.h Street
15016th Street Suite 300
Lubbock, Texas Lubbock, Texas .
.KELATED ORGANIZATIONS.
METTS, Inc.
· 1212 13m Street
Suite 300.
Lubbock, Texas
The City's offic:Ws are also responsible for appointing the members of the boards . of other
organizations but the City's accountability for these organizations does not extend beyond making
the appointmenu. ·
The following are related o~tions, which have not been included in the reporting entity:
Housing Authority of the City of Lubbock (Authority) is a legally separate entity. The Mayor
appoints the five-member board. It is the City Attorney's opinion that the Authority is
independent of the City of Lubbock: The Authority. is not fiscally. dependent on the City of
Lubbock and City Cc.unca is not able to impose its will on the entity. The City of Lubbock has
no reSponsibility for debt issued by the Authority.
Lubbock Firemen's Retirement an,d Relief Fund. (LFRRF} operates under provisions of the
Firemen's Relief and Retirement Laws of the State ofTexas for purposes of providing retirement
benefits for the City's firefighters. Its aff~ are governed by the Mayor's designee, the F:inance
Manager, three firefighters elected by members of the LFRRF, and t~.-o ·at-huge members elected
by the Board. It is funded by contributions bythe firefighters and matched by contributions from
the City. As provided by enabling legislation, the City;s responsibility to the lnRF is limited to
matching monthly contributions made by the members. Tide to assets is vested .in the LFRRF and
30
CITY OF LUBBOCK, TEXAS
Notes to Financial Statements
September 30, 1998
NOTE I. SUMMARY OF SIGNIFICANT ACCOUNTING POUCIES
The financial statements of the City of Lubbock. Lubbock County, Texas (City) have been prepared in
conformity •with Generally Accepted Accounting Principles (GAAP) as applicable to governmental
units. The Government Accounting Standards Board (GASB) is the admowledged standard-setting
body for establishing governmental accounting and financial. reporting principles. With respect to
proprietary activities, including component units, the City has adopted GASB Statement No. 20,
"Accounting and Financial Reporting for Proprietary Funds and Other Governmental Entities that use
Proprietary Fund Accounting. • The City has elected to apply all applicable GASB pronouncements as
well as Financial Accounting Standards Board (F ASB) pronouncements and Accounting Principles
Board (APB) Opinions, issued on or before November 30, 1989 unless those pronouncements conflict
with or cont::adict GASB pronouncements. The more significant accounting policies are described
below. ·
A. REPORTING ENTITY
In June, 1991, the GASB issued Statement. No. 14, "The Financial Reporting Entity•. In
accordance with this statement, the City has presented those entities, 'which comprise the primary
government along with its discretely presented Component Units in the fiscal year 1998 general-
purpose ii.D.ancial statements. ·
The Cit: is a municipal cotpor·1tion governed by a "fayor·Council form of government. As
required by GAAP, the general purpose financial statements present the reporting entity which
consists of the primary government, organizations for which the primary government is
financially accountable and other organizations for which the nature and significance of their
relationship with the primary government are such that exclusion could cause the City's ger.eral
purpose ii.D.ancial statements to be misleading or incomplete.
BLENDED COMPONENT UNITS
The following Component Unit has been presented as a blended Component Unit because
although it is legally separate, the Component Unit is so intertwined with the pri.aiary government
that it is. in substance. a part o£ the prirn:u-y government.
The Urban Renewal Agency (URA) was formed to provide Urban Renewal Services for the City
of Lubbock. that include rehabilitation of housing, acquisition of housing, and· disposition of land.
The Urban Renewal Agency Board is composed of nine members appointed by the Mayor~ with
the consent of City Council, and acts only in aD. advisory capacity to the City Council. All powers
to govem the component unit are held by the City Council such that, the City . Council is
essentially the governing body for the Urban Renewal Agency. Financial activity of the
Component Unit is reponed in the Community Development Expendable TtuSt Fund.
OISCRETEL Y PRESENTED COMPONENT.UNITS
The Component Unit columns in the combined financial statements include _the fmancial data of
· the City's other Component Units. They are reponed in a separate column to emphasize that they
are legally separate from the City.· The following Component Units are included in the reporting
entity ~cause the primary government is financially accountable arid is able to impose its will on
the orgm.ization. A primary government has the ability to impose its will if it can significantly
influenc~ operations and/ or activities of an organization. · ·
City Transit Management Co., Inc. dba Citibus (Citibw) In 199!:, ~City renewed :1 fi,·e year
management agreement with McDonald Transit Associates, Inc. to manage and operate a city
owned transportation system (Citibus}. Citibus is a legally separate entity. The City Council
appoints the seven-member· Lubbock Public Transit Advisory Board, and approves ~he annual
budget. The City is responsible for funding ddicits. Citibus is . reported as a proprietary type
component unit.
29
28
CITY OF LUBBOCK
Notes to Financial Statements
September 30, 1998
I. Segment Information -Enterprise Funds .......................................... 50
J. Lease.Agreements .............................................................................. 51
K. Long-Term Debt .............................................. , ................................ 52
L. Advanced Defeasement ..................................................................... 56
M. Accrued Insurance Claims ................................................................. 57
N. Landfill Closu~e and Postclosure Care Cost ..................................... 57
IV. Contingent Liabilities ................................................................... , .......... 58
A. Federal Grants ..... , ............................................................................. 58
B. Litigation ..................................................................................... ;, .... 58
C. Site Remediation ................................................... ., .......................... 58
D. West Texas Municipal Power Authority ........................................... 58
V. Financial Instruments .............................................................................. 58
VI. Disclosures About Year 2000 Issues ........................................................ 59
VIT. Subsequent Events ........................................ , .......................................... 59
27
CITY OF LUBBOCK
Notes to Financial Statements
September 30, 1998
I. Summary of Significant Accounting Policies ...•...................................... 29
A. Reporting Entity ............................................................................... 29
B. Basis of Presentation-Fund Accounting .......................................... 31
C. Basis of Accounting ........................................................................... 33
D. Budgetary Accounting ....................................................................... 33
E. Encumbrances ................................................................................... 34
F. Assets, Liabilities and Fund Equity .......................... ~ .....................•.. 34
G._ Risk Management ..................................................................... ~ ........ 35
H. Revenues, Expenses and Expenditures .............................................. 36
I. Totals {Memorandum Only) ............................................................. 37
J. Reclassification .......................................................... : ...................... : 37
II. Stewardship, Compliance and Accountability ..................................... : .. 37
A. Retained Earnings/Fund Balance Deficits ........................................ 37
III. Detail Notes on all Funds and Account Groups ..................................... 38
A. Pooled Cash and Investments ............................................................ 38
B. Interfund Transactions ........... ; .......................................................... 40
C. Deferred Charge ................................................................................ 41
D. Property, Plant and Equipment ....................................................... .41
E. Retirement Plans ............................................................................... 42
F. Deferred Compensation .................................... ; ... · ............................ 48
G. Surface Water Supply ........................................................................ 48
H. Other Enterprise Fund Activities .................................................... .49
26
Com~nent Units
Totals Tdals
Proerietary T¥Ees Component Repc:II'Ulg Entity
Civic Lubbock, Units (Memo1'11tldum Onl~2
Inc. Citibus 1998 1998 1997
s (27,404) s (4,609,193) s (4,636,597) s 28,036,914 s 28,164,353
4,614 1,407,101 1,411,715 19,030,910 15,558,071
3,258,916 (4,855,089)
2,709,452 2,199,668
(5,565) (204,378) (209,943) (699.723) (1,049,158)
(1.176) (86,733) (87,909) (194,589) 64,948
(104) (104) 69,763 (786,425)
(29,399) 40,017 10,618 41,516 (64,880)
(28,623) (7,384) (36,007) 1,469,457 2,057,300
(56,947} (165,884)
2,445,500 (1,720,408)
32,913 32,913 43,044 81,245
(13,103) (46,308)
10,831 2,065
(286) (286) (286• (1,701)
(114,000) {114,000) {114,000) 63,936
{201.943) . {3,427,657) {3.629,600) 56,037,655 39,501,733
(655,846\ (5,803,806)
(34,588,734) (16,653,387)
284,712 194,571
(888,041i (875,043)
:3.678,598) (3,393,275)
(7,244.27&) (6,098,748)
(8,453,141) (7,842,381)
(3~ 153,482) (4,354.004)
20,760,000
193,719 (21,389)
1,579,569 1,700,877
(4,550) (4,550) (54,120) (97,914)
10,634 10,598
6,653,325 1,488,669
{4.550) (4,550) {29,234,182) {41,745,232)
12,869,913 7,373,669
(25,710.034) (20,264,682)
(120,000)
14,603
3,206,642 3,206,642 3,206,642 2,792,813
{50,820)
3,206,642 3,206,642 {9,633,479) {10,254,417)
58,260,325 66,469,482
(64,129,052) (64, 7 40,062)
7,466 7,466 6,623,556 4,927,847
7,466 7,466 754,829 6,657,267
(194,477) (225,565) (420,042) 17,924,823 (5,840,649)
383,467 325,534 709,001 62,737,131 68,577,780
$ 188,990 s 99,969 s 288,959 $ 80,661,954 $ 62,737,131
See a~nying notes to financial statements
25
CITY OF LUBBOCK, TEXAS
COMBINED STATEMENT OF CASH FLOWS •
ALL PROPRIETARY FUND TYPES AND DISCRETELY PRESENTED COMPONENT UNITS
Yeal'5 Ended September 30, 1998
With Comparative Totals for Year Ended September 30, 1997
Totals Primary
Government
P~riela!:l Fund Types (Memorandum
Internal On~}
Enterprise Service 1998
Cash llows from operating activities:
Operating income (loss) s 30,921,862 s 1,751,649 s 32,673,511
Adjustments to reconcile operating inccme (loss)
to net cash from operating activiUes:
Depreciation and amortization 17,206,555 412,640 17,619,195
Increase (decrease) in long-tenn asselslliabilitles
not requiring cash flow 2,572,256 686,660 3,258,916
Olher Income 2,5n,643 131,809 2,709,452
Olange in current assets and Habililies:
Accounts racelvable (458,362) (31,418) (489,780)
Inventory (14,388) (92,292) (106,680)
Due talrrom olher governments 69,867 69,867
Prepaid expenses 30,898 30,898
Accounts payable 1,209,405 296,059 1,505,464
Due loiJrom others (56,947) (56,947)
Due tllfrom other funds 4,420,500 (1,975,000) 2,445,500
Olher acaued expenses 10,131 10,131
Customer deposits (13,103) (13,103)
Accrued liabilities 10,831 10,831
.Deferred revenue
Long-term assets
Net cash provided by (used for) opetating activities 58,502,366 1,164,889 59,667,255
Cash flows from capital and related financing activities:
Payments for gas reserves and other deferred charges (655,846) (655,846)
FVdlases of property, plant and equipment (34,090,392) (498,342) (34,588,734)
Sale of property, plant and equipment 265,524 19,188 284,712
Receipts (payments) on leases (4,969) (883.072) (888,041} . .
Principal paid on revenue bOnds (3,678,598) (3,678,598)
Interest paid on revenue bonds {7,244,279) (7,244,279)
Principal paid on general obligation bonds and other debt {8,453,141) (8.453,141}
Interest paid on general obligation bonds {3,153,482) (3,153,482}
Issuance of revenue, G.O. and C.O. bonds 20,760,000 20,760,000
Deposits on pro-rata contracts 193,719 193,719
Passenger facility charges 1,579,669 1,579,669
Interest paid on long-tenn debt (49,570) (49,570)
Receipts from building rent 10,634 10,634
Contributed capital 6,110,357 542,968 6,653,325
Net cash used for capital and related
financing activities (28,371,438) {858,194) (29,229,632)
Cash flows fiom noncapital and related lnancing activities:
· Operating transfers in .from other funds 12,196,247 673,666 12,869,913
Operating transfers out to other funds {25,564,252) (145,782) {25,710,034)
Advances from other funds
Payments on advariC:es to other funds
Cash grants and reimbursements
Book overdrafts
Net cash provided (used) by noncapital and related
financing activities {13,368,005) 527.884 {12,840,121)
Cash flows from investing activities:
Proceeds from sales and maturities of investments 39,184,651 19,075,674 58,260,325
Purchase of investments (42,888,408) {21,240,644) (64,129,052)
Interest eami~s on cash and investments 5,893,002 723,088 6,616,090
Net cash provided by (used for) investing activities 2,189,245 11,441,882) 747,363
Net increase (decrease) in pooled cash and cash equivalents 18,952,168 (607,303) 18,344.865
Pooled cash and cash equivalents at beginning of year 58,352,058 3,676,072 62,028,130
Pooled cash and cash equivalents at end of year s n.304,226 $ 3,068,769 $ 80,372,995
Supplemental cash now infonnation:
Noncash capital contributions for the Enterprise Funds during fiscal year 1997-98 was $863,600.
24
Component Units Totals Totals
Component Reporting Entity
Prof:!rieta!i: T:t!;!es Units {Memorandum On!l}
Civic LUbbock,
Inc. Citibus 1998 1998 1997
$ 268,619 $ 1,880,487 $ 2,149,106 $ 159,354,461 $ 149,251,655
142,660 131,305
690,495 505,060
531,455 538,399
749,234 729,073
1,260,733 1,376,865
44,385
1,420,n1 1,490,980
927,905 900,379
71,607 71,907
268,619 1,880,487 2,149,106 165,193,707 154,995,623
69,501 2,693,688 2,763,189 26,998,063 25,729,604
506,682 506,682 12,104,167 11,717,843
2,723,682 2,637,045
5,707,673 6,396,118
974,093 974,093 7,623,742 . 6,738,542
1,109,740 841,853
. 39,060,251 . 34,2ss.sn
1,996,364 1,827,188
221,908 908,116 1,130,024 21,296,272 21,118,429
4,614 1,407.101 1,411,715 18,536,839 15,558,071
296,023 6,489,660 6,785,703 137,156,793 126,831,270
(27,404) (4,609,1S3) {4,636,597) 28,036,914 28,164,353
7,466 7,466 5,974,553 5,274,011
1,579,669 1,700,877
(3,049) (90,416)
2,588,213 2,262,528
(4,550) (4,550) (10,709,335) (10,411,111)
3,206,642 3,206,642 3,206,642 2,792,813
7,466 3,202,092 3,209,558 2,636,693 1,528,702
(19,938) (1,407,101) (1,427,039) 30,673,607 29,693,055
12,869,913 11,664,061
(25,7'10,034) (24,555,074)
. {12,840,121) . {12,891,013)
(19,938) (1,407,101) (1,427,039) 17,833,486 16,802,042
1,407,101 1,407,101 1,998,308 1,833,405
387,221 387,221 238,159,241 219,536.709
{12,915)
387,221 387,221 238,159,241 219,523,794
367,283 367,283 257,991,035 238,159,241
13,821.C17 13,821,017 141.783,833 131,186.114
6n.734 577,764 8,133,751 12,431,124
{1.407.101) {1 ,407,1 01) {1,998;308) . (1,833,405)
13,091.680 13,091,680 147,919,276 141,783,833
$ 367,283 $ 13,Q~1.680 $ 13,458,963 $ 405,910,311 $ 379,943,074
See accompanying notes to financial statements
23
CITY OF LUBBOCK, TEXAS
COMBINED STATEMENT OF REVENUES, EXPENSES AND CHANGES IN EQUITY
ALL PROPRIETARY FUND TYPES AND DISCRETELY PRESENTED COMPONENT UNITS
Year Ended September 30, 1998
With Comparative Totals for, Year Ended September 30, 1997
Totals Primary
Government
(Memorandum
Proprieta!} Fund Types Onl:i}
Internal
Enterprise Service 1998
Operating· revenues:
Charges for services $ 129,694,475 $ 27,510,880 $ 157,205,355
New taps and reconnects 142,660 142,660
Eftluent water sales 690,495 690,495
Commodity sales 531,455 531,455
Landing fees 749,234 749,234
Parking· · 1,260,733 1.260,733
Greenfees and memberships 44,386 44,386
Rentals 1,420,771 1,420,771
Concessions 927,905 927,905
Administrative ctlarges 71,607 71,607
Total operating revenues 135,462,114 27,582,487 163,044,601
Operating expenses:
PersOnal services 19,023,558 5,211,316 24,234,874
Insurance 11,597,485 11,597,485
Supplies 2.539,597 184,085 2,723,682
Materials 5,707,673 5,707,673
Maintenance 5,713,293 936,356 .. 6,649,649
Uncollectible accounts 1,109,740 1,109,7'40
Purchase of fuel and power .· 39,060,251 39;060,251
COnection expense 1.996,364 '1,996,364
other services and charges 18,384,965 1,781,283 20,166,248
Depreciation 16,712,484 412,640 17,125,124
Total operating expenses 104,540,252 25,830,838 . 130,371,090
O!)erating income (loss) 30,921,862 1,751,649 32.673,511
Nonoperating revenues (expenses):
Interest 5.275,043 692,044 5,967,087
Passenger facility charges 1,579,669 1,579,669
Disposition of properties 40,262 (43,311) (3,049)
Miscellaneous 2,403,382 184,831 2.588,213
IntereSt and fiscal charges (10,655.215) (49,570) {10,704,785)
cash grants and reimbursements '.-~ c
Total nonoperating revenues (expenses) {1.356,859) 783,994 {572,865)
Income (loss) before operating transfers 29,565,003 2;535,643 32,c100,646
'' ,,_,, <' Transfers:·: . . "·~~·~ ~ Operating transfers in 12,196,247 673,666 •' .12.869,913
Operating transfers out (25,564,252) (145,782) {25,710,034)
Total transfers in (out) {13,368,005) 527,884 {12,840,121)
Net InCOme (IC)ss) . · . :~ .r ' 16,196,998 3,063,527 19.260,525
Depreciation on fixed assets acquired by contributions 591,207 '591,207
Retained earnings at beginning of year as previously reported 229,877,563 7,894,457 237,772,020
AdjuStment . ·~·,
Retained eamings at beginnin9 of year as restated
...
·. 22'9,877,563 7,894,457 . 237,772,020
Retained eamings at end of year. 246,665,768 10,957,984 257,623,752
Contributed capital at beginning of year . . . 123,082,032 4,!180,784 . 127,962,816
~pitalcordrlbutions 6,756,829 699,158 . . .. 7,455,987
Depreciation on capital contributions {591,207) {591,207)
Contribt#ed capital at en~ of year ~ ' .. 129,247,654 5,579,942 134,827,596
Total equity at end of year $ . 375,913,422 $ 16;537,926 ·$ 392,451;348
,, :; ~
22
CITY OF LUBBOCK, TEXAS
COMBINED STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN
FUND BALANCES -BUDGET (GAAP BASIS) AND ACTUAL
· GENERAL FUND
Year Ended September 30, 1998
General Fund
Budget Actual
Revenues:
Taxes $ 54,492,095 $ 55,990,190 $
Licenses and permits 959,120 1,037,458
Intergovernmental 969,394 917,572
Charges for services 3,870,017 4,016,475
Fines and forfeits 3,258,300 3,313,233
Miscellaneous 1,818,434 2,251,121
Total revenues 65,367,360 67,526,049
Expenditures:
Current:
Civic services 13,124,944 12,667,406
Electric-street lighting 1,880,927 1,848,283
Fire 14,793,214 14,468,027
General govemment 6,143,640 5,762,283
Health & community service.o; 4,812,204 4,519,880
Human resources 844,161 810,997
Police 22,815,790 22,013,906
Strategic planning 767,268 774,878
Management services 386,340 389,583
Financial services 1,198,212 1,196,779
Transportation services 5,354,771 5,007,496
Non-departmental 1,066,700 1,125,310
Total expenditures 73,188,171 70,584,828
Deficiency of revenues under expenditures (7,820,811) (3,058,779)
Other financing sources (uses):
Operating transfers in 16,029,090 16,030,636
Operating transfers out (10,597,474) (12,454,461)
Total other financing sources (uses) 5,431,616 3,576,175
Excess (deficiency) of revenues and other
financing sources (uses) over (under) expenditures (2,389,195) 517,396
Fund balance at beginning of year 18,472,903 1_8,472,903
Fund balance at end of year · $ 16,083,708 $ 18,990,299 $
See accompanying notes to financial statements
21
Variance-
favorable
(unfavorable)
1,498,095
78,338
(51,822)
146,458
54,933
432,687
2,158,689
457,538
32,644
325,187
381,357
292,324
33,164
801,884
(7,610)
(3,243)
1,433
347,275
(58,610)
2,603,343
4,762,032
1,546
(1,856,987)
(1,855,441)
2,906,591
2,906,591
20
Component
Units
Govemmental Types Totals
Marketing, Market Component
Entertainment, Travel, Lubbock, Units
Tourism and Sports, Inc. Inc. 1998
$ $ 1,706,940 $ 1,706,940
1,222,536 1,222,536
1,050,000 1,050,000
152,565 263,137 415,702
1,375,101 3,020,077 4,395,178
1,308,740 2,178,687 3,487,427
18,556 41,551 60,107
1,327,296 2,220,238 3,547,534
47,805 799,839 847,644
47,805 799,839 847,644
354,672 3,393,692 3,748,364
$ 402,477 $ 4,193,531 $ . 4,596,008
19
$
Totals
Reporting Entity
(Memorandum Only)
1998
70,785,451
1,037,458
10,901,235
4,028.211
3,313,233
1,328,000
7,154,583
98,548,171
12,667,406
1,848,283
14,468,027
22,601,851
4,519,880
810.997
22,013,906
774,878
389,583
1,196,779
5,007,496
1,733,069
14,541,125
5,746,935
2,997,203
111,317,418
(12,769.247)
42,552.884
(29,712,763)
12,840,121
70,874
68,835,741
$
1997
67,166,479
1,077,878
9,679,072
3,539,968
3,460,453
1,463,491
8,358,766
94,746,107
12,347,987
1,778,824
13,897,682
22,010,513
4,398,348
831,758
20,519,946
727,448
1,170,948
1,067.281
4,993,564
1,660,312
17,362,232
5.725,476
3,274,654
111,766.973
( 17 ,020,866)
17,627,743
40,053,561
{17,627,743)
(27,162,548)
12,891,013
(4.129,853)
72,965,594
$ 68,906,615 $ 68,835,741
CITY OF LUBBOCK, TEXAS
COMBINED STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN
FUND BALANCES -PRIMARY GOVERNMENT FUND TYPES, EXPENDABLE TRUST FUNDS
AND DJSCRETEL Y PRESENTED COMPONENT UNITS
For Year Ended September 30, 1998
With Comparative Totals for Year Ended September 30, 1997
Totals
Fiduciary Primary
Governmental Fund T~pes FundT~ Government
(Memorandum
Special Debt Capital Expendable Only)
General Revenue Service Projects Trust 1998
Revenues:
Taxes and special assessments $ 55,990,190 $ 3,907,019 s 9,181,302 $ -$ -$ 69,078,511
licenses and permits 1,037,458 1,037,458
Intergovernmental 917,572 8,761,127 9,678,699
Charges for services 4,016,475 11,736 4,028.211
Fines and.forfeits 3,313,233 3,313,233
Contributions 278,000 278,000
Miscellaneous 2,251,121 400,401 63,510 3,381,290 642.559 6,738,881
Total revenues 67,526,049 4,307,420 9.244,812 3,671,026 9,403,686 94,152,993
Expenditures:
Current
Civic services 12,667,406 12,667,406
Electric-street lighting 1,848,283 1,848,283
Fire 14,468,027 14,468.027'
General government 5,762,283 4,112,587 9,239.554 19,114,424
Health & ~unity services 4,519,880 4.519,880
Human reSourCes 810,997 810,997
Police 22,013,906 22,013,906
Strategic planning 774,878 774.878
Management services 389,583 389,583
Financial services 1,196,779 1,196,779
Transportation services 5.007,496 5.007,496
Non-departmental 1,125,310 607,759 1,733,069
Capital outlay 254,170 14,014,729 212.119 14,481,018
Debt service:
Principal retirement 5,746,935 5,746,935
Interest arld fisCal charges 2,971,000 26,203 2,997,203
Total expenditures 70,584,828 4,366,757 8,717,935 14,648,691 9,451.673 107,769,884
Excess (deficiency) of revenues
over (under) expenditures (3,058,779) (59,337) 526,877 (10,977,665) (47.987) (13,616,891)
Other financing sources (uses):
Proceeds of refunding bonds
Operating transfers in 16,030,636 2,031,246 12,319,808 12,171.194 42.552.884
Payment to. refuilded bond escrow agent
Operating transfers out (12,454,461) (1,743,133) (11,932,033) (3,583,136) (29,712,763)
Total otherfinaOdng
sources (uses) 3,576,175 288,113 387,775 8,588,058 12,840,121
Excess (deficiency} of revenues
and other financing sources
over (under) expenditures
and other uses 517;396 228,776 914,652 (2.389.607) (47.987) (776.770)
Fund balances at beginning of year 18,472,903 1,761,749 505,449 40,701,791 3,645,485 65,087,377
Fund balances at end of year $ 18,990,299 $ 1,990,525 $ 1,420,101 s 38,312,184 $ 3,597,498 $ 64,310,607
18
COmponent Units
Account Groups
General
General Fixed Assets L~ermDebt Totals Totals
Mal"keting, Market al'ket Component Reporting Entity
Entertainment, Travel, Lubbock, Lubbock, Units (Memorandum Only)
Tourism & Sports, Inc. Inc. Inc. 1998 1998 1997
$ -$ -$ $ 13,091,680 $ 147,919,276 $ 141,783,833
237,949 78,816 316,765 240,271,217 231,530,632
118,021 42,757,763 38,044,641
14,962,710 9,886,963
1,400,192 1,890.726
15,173,332 11,861,190
465,938 470,046
1,981,636 . 2,956,100
1,050,544 1,364,524
7,951,865 6.691,161
249,262 172,247,055 164,993,890
27,248 125,824 78,854.
1,963,439 1,963,439
1,420;101 505,449
38,312,184 40,701,791
5,361,568 . 4,642,226
22,767 22,767
4,568,760 8,096,809 6,840,466
13,603,923 14,080,749
4,963,291 326,897,650 306,994,982
237,949 78,816 18,371,736 715,088,143 680,309.447
$ 237,949 $ 78,816 $ 1,450,382 $ 22,674,815 $ 1 ,025,054,040 $ 979,954,921
See accompanying notes to financial statements
17
CITY OF LUBBOCK, TEXAS
COMBINED BALANCE SHEET· PRIMARY GOVERNMENT FUND TYPES, ACCOUNT GROUPS
AND DISCRETELY PRESENTED COMPONENT UNITS
September 30, 1998
With Comparative Totals for September 30, 1997
Fund Equity and Other Credits
Contributed capital
Investment in general fixed assets
Retained earnings:
Reserved for capital projects
Reserved for facilities/system
improvements
Resetved for system improvements
Reserved for rate stabilization
Reserved for economic development
Reserved per bond indentures
Reserved for self insurance -health
Reserved for self insurance -
risk management
Unreserved
Fund balances:
Reserved for prepaid items
Reserved for advances to other funds
Reserved for debt .service
Reserved for capital projects
Governmental
Fund Types
Mal'keting,
Entertainment, Travel,
Tourism & Sports, Inc.
$ - $
27,248
Reserved f()[ Federal housing programs
Unreserved:
Designated for perpetual care
Designated for subsequent
year's _expenditures
Undesignated
Total retained earnings/fund balances
Total fund equity and other credits
Total liabilities and
375,229
402,477
402,477
Market
Lubbock,
Inc.
COmponent Units
Proprietary
Fund Types
Civic
Lubbock
Citibus Inc.
- $ 13,091,680 $
4,193,531
4,193,531.
4,193,531 13,091,680
118,021
249,262
367,283
367,283
Fiduciary
Fund Type
Mal'keting,
Entertainment, Travel,
Tourism & Sports, Inc.
$
fund equity and other credits $ 506,020 $ 5,842,299 $ 13,972,582 $ 433,323 $ ====153===,444===
16
(continued)
Totals
Proprietary Fiduciary Primary
Fund Types Fund Type Account Groups Government
General (Memorandum
Internal Trust and General Long-term Onl~)
Enterprise Service Agency Fixed Assets Debt 1998
$ 129,247,654 $ 5,579,942 $ • $ • $ • $ 134,827,596
239,954,452 239,954,452
42,465,858 173,884 42,639,742
13,938,987 1,023,723 14,962,710
1,400,192 1,400,192
15,173,332 15,173,332
465,938 465,938
1.981,636 1.981 ,6:?6
1,050,544 1,050,544
7,951,865 7.951,865
171.239,825 757,968 171.997,793
. 98,576
1,963,439
1,420,101
38,312,184
5,361,568 5,361,568
22,767
3,528,049
(1.764,070) 13,603,923
246,665,768 10,957,984 3,597,498 321,934,359
375,913,422 16,537,926 3,597,498 239,954,452 696,716,407
$ 581,966,497 $ 28,794,612 $ 18.590,656 $ 239,954,452 $ 61,955,428 $ 1,002,379,225
See accompanying notes to financial statements
15
CITY OF LUBBOCK, TEXAS
COMBINED BALANCE SHEET· PRIMARY GOVERNMENT FUND TYPES, ACCOUNT GROUPS
AND DISCRETELY PRESENTED COMPONENT UNITS
September 30, 1998
With Comparative Totals for September 30, 1997
Governmental Fund T~pes
Special Debt Capital
General Revenue Service Projects
Eund EQui~ and Other Credit5
Contributed capital $ - $ - $ - $
Investment in general fiXed assets
Retained earnings:
Reserved for capital projects
Reserved for facilities/system
improvements
Reserved for system improvements
Reserved for rate stabilization
Reserved for economic development
Reserved per bond indentures
Reserved for self insurance -health
Reserved for self insurance -
risk management
Unreserved
Fund balances:
Reserved for prepaid items 98,576
Reserved for advances to other funds 1,963,439
Reserved for debt service 1,420,101
Reserved for capital projects 38,312,184
Reserved for Federal housing programs
Unreserved:
Designated for perpetual care 22,767
Designated for subsequent
year's expenditures 3,358,065 169,984
Undesignated 13,547,452 1,820,541
Total retained earnings/fund balances 18,990,299 1,990,525 1,420,101 38,312,184
Total fund equity and other credits 18,990,299 1,990,525 1,420,101 38,312,184
Total liabilities and
fund equity and other credits $ 24,391,749 $ 2,784,177 $ 1,655,064 $ 42,286,590
14
(continued)
Component Units
Account Groups
General
(;eneral Fixed Assets Long-term Debt Totals Totals
Marketing, Market Market Component Reporting Entity
Entertain,{llent, Travel, Lubbock, Lubbock, Units (Memorandum Only)
T ourisrn & Sports, Inc. Inc. Inc. 1998 1998 1997
$ - $ -$ 1,450,382 $ 3,262,955 $ 13,992,934 $ 13,652,574
2,838,554 2,464,514
4,712 5,952,212 6,584,512
592,672 1,046,879 1,206,562
912,998 947,657
359,662 3,923,491 3,670,443
8,771,361 8,242,083
2,726,334 1,357,145
866,867 574,754
7,719 11,095
3,729,474 2,878,476
3,716,208 3,332,418
341,598 355,451
9,572,548. 9,182,672
13,078 2,204,329 959,482
3,924,627 4,255,920
70,000 70,000 70,000
2,803,358 2,978,107
615,238 1,503,279
20,009,067 20,809,067
128,406,419 130,580,685
74,032,930 68,596,334
13,297,201 12,233,304
6,203,551 3,198,940
s - $ - $ 1,450,382 $ 4,303,079 $ 309,965,897 $ 299,645,474
See accompanying notes to financial statements
13
CITY OF LUBBOCK, TEXAS
COMBINED BALANCE SHEET • PRIMARY GOVERNMENT FUND TYPES, ACCOUNT GROUPS
AND DISCRETELY PRESENTED COMPONENT UNITS
September 30, 1998
With Comparative Totals for September 30, 1997
Component Units
Governmental
Fund Types
Mai'keting,
Entertainment, Travel,
Tourism & Sports, Inc~
Market
Lubbock,
Inc.
liabilities
Accounts and vouchers payable
Contracts payable
$ 86,422 $ 1,507,864 $
Due to other funds
Due to other agencies and governments
Accrued general obligation Interest
Other accrued Habilities
Current portion of general obligation bonds
and construction obligation payable
Payable from restricted assets:
Accounts payable
Accrued interest
Other accrued liabilities
Acaued insurance claims
Revenue bonds payable {current portion}
Customer deposits
Deferred compensation
Deferred revenue
Advances from other funds
Advances from other agencies
Accrued insurance claims
Notes and leases payable
Construction obligati~ payable
General obligation bonds (net of
current portion)
Revenue bonds payable (net of
current portion)
Accrued vacation and sick leave
Anticipated landfill closure and postciosure
Total liabilities $
4,712
869
11,540
50,050
90,854
103,543 $ 1,648,768 $
12
Proprietary
Fund Types
Civic
Lubbock
Citibus Inc.
Fiduciary
Fund Type
Marketing,
Entertainment, Travel,
Tourism & Sports, Inc.
83,589 $ 5,058 $ 129,640
470,045 47,904 23,804
257,268
13,078
70,000
880,902 $ 66,040 $ __ 15_3...:..._.4;_44_
(continued)
Totals
Proprietary Fiduciary Primary
Fund TYPeS Fund Type Account Groups Government
General (Memorandum
Internal Trust and General Long-term Only)
Enterprise Service Agency Fixed Assets Debt 1998
$ 4,943,972 $ 1,045,277 $ 1,883,820 $ • $ • $ 10,729,979
974,992 2,838,554
2,020,500 1,389,000 1,938,000 5,947,500
454,207
912,998 912,998
662,436 141,766 64,839 301,269 3,563,829
8,771,361 8.n1,361
2,442,410 283,924 2,726,334
866,867 866,867
7,719 7,719
3,729.474 3,729,474
3,716,208 3,716,208
341,598 341,598
9,572,548 9,572,548
1,533,951 2,191,251
529,na 1,815,876 3,924,627
2,803,358 2,803,358
38,099 577,139 615,238
20,009,067 20,009,067
76,840,318 51,566,101 128,406,419
74,032,930 74,032,930
2,745,990 463,153 10,088,058 13,297,201
6,203,551 6,203,551
$ 206,053,075 $ 12,256,686 $ 14,993,158 $ • $ 61,955,428 $ 305,662,818
See accompanying notes to financial statements
11
CITY OF LUBBOCK, TEXAS
COMBINED BALANCE SHEET· PRIMARY GOVERNMENT FUND TYPES, ACCOUNT GROUPS
AND DISCRETELY PRESENTED COMPONENT UNITS
September 30, 1998
With Comparative Totals for September 30, 1997
Governmental Fund Types
Special Debt Capital
General Revenue Service Projects
Uabitities
Accounts and vouchers payable $ 2,158,029 $ 167,010 $ - $ 531,871
Contracts payable 1,863,562
Due to other funds 600,000
Due to other agencies and governments 445,237 8,970
Accrued general obligation interest
Other accrued liabilities 2,375,847 17,672
Current portion of general obligation bonds
and construction Qbligation payable
Payable from restricted assets:
Accounts payable
Accrued interest
Other accrued liabilities
Accrued insuli'Jnce claims ,
Revenue bonds payable {current portion)
Customer deposits
Deferred compensation
Deferred revenue 422,337 234,963
Advances from other funds 1,578,973
Advances from other.agencies
Accrued insurance claims
Notes and leases payable
Construction obligation payable
General obligation bonds (net of
current portion)
Revenue bonds payable (net of
current portion)
Accrued vacation and sick leave
Anticipated landfill dosure and postclosure
. T otalliabilities $ 5.401,450 $ 793,652 $ 234,963 $ 3,974,406
10
Component Units
Account Groups
General Fixed Assets
Marketing, Market
Entertainment, Travel, Lubbock,
Tourism & Sports, Inc. Inc.
$ -$ -$
237,949 78,816
$ 237,949 $ 78,816 $
(continued)
General
Long-tenn Debt
Market
Lubbock,
Inc.
1,450,382
1,450,382
$
$
Totals
Component
Units
1998
Totals
Reporting Entity
(Memorandum Only)
1998 1997
1,583,131 $ 11,216,087 $ 11,968,250
81,270,624 4,991,482 80,209,413
4,961,673 5,038,190
200,415 15,976,378 14,773,154
1,108,610 1,264,259
4,712 5.952,212 6,584,512
356,474 1,820,255 1,384,142
50,050 2,052,569 1,208,439
32,538 180,511 204,456
3,924,627 4,255,920
292,038 2,293,456 2,100,283
118,021 78,517,156 60,443,672
22,294,092 17,048,024
174,780 483,145
150,753 233,026
9,199,603 8,014,067
13,417,638 700,146,093 673,914,778
177,934 21,469,962 21,713,691
1,420,101 505,449
1,450,382 61,985,709 67,546,840
22,674,815 s 1,025,054,040 $ . 979,954,921
See accompanying notes to financial statements
9
CITY OF LUBBOCK, TEXAS
COMBINED BALANCE SHEET· PRIMARY GOVERNMENT FUND TYPES, ACCOUNT GROUPS
AND DISCRETELY PRESENTED COMPONENT UNITS
September 30, 1998
With Comparative Totals for September 30, 1997
Component Units
Governmental Proprietary Fiduciary
Fund T~pes Fund TyEes Fund Type
Marketing, Market Civic Marketing,
Entertainment, Travel, Lubbock, Lubbock Entertainment, Travel,
Tourism & Sports, Inc. Inc. Citibus Inc. Tourism & Sports, Inc.
~
Pooled cash and cash equivalents $ 98,239 $ 1,313,954 $ 99,969 $ 70,969 $
Investments 309,693 4,528,345 153,444
Receivables (net, where applicable,
of allowance for uncollectibles):
Taxes, induding interest,
penalities, and liens
Accounts. notes, and mortgages 14,412 172,679 13,324
Interest
Due from other funds 4,712
Due from other governments 337;804 18,670
Due from other agencies 50,050
Prepaid items 27,248 5,290
Advances to other funds
Inventory, at average cost 1,666 265,160 25,212
Restricted assets:
Pooled cash and cash equivalents 118,021
Investments
Accounts receivable
Interest receivable
Deferred charges
Fixed assets (net of accumulated
depreciation) 13,091,680 9,193
Other assets (net of accumulated
amortization) 177,934
Amount available in debt service funds
Amount to be providEid tOr retirement
of general long-term debt
Total assets $ 506,020 $ 5,842,299 $ 13,972,582 $ 433,323 $ 153,444
8
(continued)
Proprietary Fiduciary
Fund Types Fund Type Account Groups
General
Internal Twst and General Long-term
Enterprise Service Agency Fixed Assets Debt
$ 1,799,536 $ 174,326 $ 313,244 $ -$ -$
13,578,051 1,158,798 11,658,712
10,499,440 2,832 4,916,056
189,437
1,389,000
72,040 1,256,040
80,051
49,397
1,961,188
154,086 1,815,137
75,504,693 2,894,442
11,088,495 11,205,597
69,646 105,134
134,793 15,960
9,199,603
436,423.461 9,903,938 446,604 239,954,452
21,292,028
1,420,101
60,535,327
$ 581,966,497 $ 28,794,612 $ 18,590,656 $ 239,954,452 $ 61,955,428 $
See accompanying notes to financial statements
7
Totals
Primary
Government
(Memorandum
Only)
1998
9,632,956
75,217,931
4,961,673
15,775,963
1,108,610
5,947,500;
1,463,781.
2,002,519
147,973
3,924,627
2,001,418
78,399,135
22,294,092
174,780
150,753
9,199,603
686,728,455
21,292,028
1,420,101
60,535,327
1,002,379,225
CITY OF LUBBOCK, TEXAS
COMBINED BALANCE SHEET ·PRIMARY GOVERNMENT FUND TYPES, ACCOUNT GROUPS
AND DISCRETELY PRESENTED COMPONENT UNITS
September 30, 1998
With Comparative Totals for September 30,1997
Governmental Fund Types
Special Debt capital
General Revenue Service Projects
~
Pooled cash and cash equivalents $ 1,359,409 $ 320,830 $ 181,381 $ 5,484.229
Investments 9,097,582 1,808,777 1,213,865 36,702,147
Receivables (net, where applicable,
of allowance for uncollectibles):
Taxes, including interest,
penalities, and liens 4,686,377 19,097 ·256,199
Accounts, notes, and mortgages 357,635
Interest 869,266 25,499 ·3,619 20,789
Due from other funds 4,558,500
Due from other governments 135,701
. Due from other agencies 1,233,069 609,974 79,425
Prepaid items 98,576
Advances to other funds 1,963.439
Inventory, at average cost 32,195
Restrided assets:
Pooled cash and cash equivalents
Investments
Accounts receivable
Interest receivable
Deferred charges
Fixed assets (net of accumulated
depreciation)
Other assets (net of accumulated
amortization)
Amount available in debt service funds
Amount to be proVided for retirement
of general long-term debt
Total assets $ 24,391,749 $ 2,784,177 $ 1,655,064 $ 42,286,590
6
/
General Purpose Financial Statements