HomeMy WebLinkAboutOrdinance - 10138-1999 - City Of Lubbock Tax And Waterworks System Revenue Certificates Of Obligation - 01/14/1999ORDINANCE N0.10138
AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS,
TAX AND WATERWORKS SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATES OF OBLIGATION, SERIES 1999"; specifying the terms
and features of said certificates; providing for the payment of said
certificates of obligation by the levy of an ad valorem tax upon all taxable
property within the City and a limited pledge of the net revenues from the
operation of the City's Waterworks System; and resolving other matters
incident and related to the issuance, sale, security, payment and delivery
of said certificates, including the approval of a Paying Agent/Registrar
Agreement and a Purchase Contract and the approval and distribution of
an Official Statement pertaining thereto; and providing an effective date.
WHEREAS, notice of the City Council's intention to issue certificates of obligation in the
maximum principal amount of $15,355,000 for the purpose of paying contractual obligations to be
incurred for (i) improvements and extensions to the City's Waterworks System, (ii) improvements
and extensions to the City's Sewer System, (iiQ professional services rendered in connection with
such projects and the financing thereof, has been duly published in the Lubbock
Avalanche-Journal, a newspaper hereby found and determined to be of general circulation in the·
City of Lubbock, Texas, on December 27, 1998 and January 3, 1999, the date of the first
publication of such notice being not less than fifteen ( 15) days prior to the tentative date stated
therein for the passage of this Ordinance; and
WHEREAS, no petition, protesting the issuance of such certificates and bearing valid
petition signatures of at least 5o/o of the qualified voters of the City, has been filed with the City
Secretary, any member of the Council or any other official of the City on or prior to the date of the
passage of this Ordinance; and
WHEREAS, the Council hereby finds and determines that all of the certificates of obligation
described in such notice should be issued and sold at this time; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
SECTION 1: Authorization-Designation-Principal Amount-Purpose. Certificates of
obligation of the City shall be and are hereby authorized to be issued in the aggregate principal
amount of $15,355,000 to be designated and bear the title "CITY OF LUBBOCK, TEXAS, TAX
AND WATERWORKS SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF
OBLIGATION, SERIES 1999" (the "Certificates'j, forthe purpose of paying contractual obligations
to be incurred for (i) improvements and extensions to the City's Waterworks System, (ii)
improvements and extensions to the City's Sewer System, and (iii) professional services rendered
in connection with such projects and the financing thereof, pursuant to authority conferred by and
in conformity with the Constitution and laws of the State of Texas, including V.T.C.A., Local
Government Code, Subchapter C of Chapter 271.
SECTION 2: Fully Registered Obligations • Authorized Denominations-Stated
Maturities-Date. The Certificates are issuable in fully registered form only; shall be dated
January 15, 1999 (the "Certificate Date'j and shall be in denominations of $5,000 or any integral
747832.1
multiple thereof (within a Stated Maturity) and the Certificates shall become due and payable on
February 15 in each of the years and in principal amounts (the "Stated Maturities'' and bear
interest at the per annum rate(s) in accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount Rate
2000 $770,000 4.00%
2001 770,000 4.00%
2002 770,000 4.00%
2003 770,000 4.00%
2004 770,000 4.00%
2005 770,000 4.00%
2006 770,000 4.00%
2007 770,000 4.00%
2008 770,000 4.10%
2009 770,000 4.25o/o
2010 770,000 4.35%
2011 765,000 4.45%
2012 765,000 4.55%
2013 765,000 4.65%
2014 765,000 4.75%
2015 765,000 4.80%
2016 765,000 4.85%
2017 765,000 4.90%
2018 765,000 5.00%
2019 765,000 5.00%
The Certificates shall bear interest on the unpaid principal amounts from the Certificate
Date at the per annum rate(s) shown above in this Section (calculated on the basis of a 360-day
year of twelve 30-day months). Interest on the Certificates shall be payable on February 15 and
August 15 in each year, commencing August 15, 1999.
SECTION 3: Terms of Payment-Paying Agent/Registrar. The principal of, premium, if
any, and the interest on the Certificates, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Certificates
(hereinafter called the "Holders") appearing on the registration and transfer books maintained
by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the
United States of America, which at the time of payment is legal tender for the payment of public
and private debts, and shall be without exchange or collection charges to the Holders.
The selection and appointment of Chase Bank of Texas, National Association to serve
as Paying Agent/Registrar for the Certificates is hereby approved and confirmed. Books and
records relating to the registration, payment, exchange and transfer of the Certificates (the
"Security Register") shall at all times be kept and maintained on behalf of the City by the Paying
Agent/Registrar, all as provided herein, in accordance with the terms and provisions of a "Paying
7<47832.1 -2-
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 of the City are hereby authorized to execute and deliver such
Agreement in connection with the delivery of the Certificates. The City covenants to maintain
and provide a Paying Agent/Registrar at all times until the Certificates are paid and discharged,
and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution
or other entity qualified and authorized to serve in such capacity and perform the duties and
services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the
Certificates, the City agrees to promptly cause a written notice thereof to be sent to each Holder
by United States Mail, first class postage prepaid, which notice shall also give the address of the
new Paying Agent/Registrar.
Principal of and premium, if any, on the Certificates shall be payable at the Stated
Maturities or the redemption thereof only upon presentation and surrender of the Certificates to
the Paying Agent/Registrar at its designated offices in Dallas, Texas (the "Designated
Paymentrrransfer Office"). Interest on the Certificates shall be paid by the Paying
Agent/Registrar to the Holders whose name appears in the Security Register at the close of
business on the Record Date (the last business day of the month next preceding each interest
payment date) and payment of such interest shall be (i) by check sent United States Mail, first
class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by
such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
expense of, the Holder. If the date for the payment of the principal of or interest on the
Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in
the City where the Designated PaymentrrransferOffice of the Paying Agent/Registrar is located
are authorized by law or executive order to close, then the date for such payment shall be the
next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking
institutions are authorized to close; and payment on such date shall have the same force and
· effect as if made on the original date payment was due.
In the event of a nonpayment of Interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Datej will be
established by the Paying Agent/ Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date)
shall be sent at least five (5) business days prior to the Special Record Date by United States
Mail, first class postage prepaid, to the address of each Holder appearing on the Security
Register at the close of business on the last business next preceding the date of mailing of such
notice.
SECTION 4: Redemption. (a) Optional Redemption. The Certificates having Stated
Maturities on and after February 15,2010, shall be subject to redemption priorto maturity, at the
option of the City, in whole or in part in principal amounts of $5,000 or any integral multiple
thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15,
2009 or on any date thereafter at the redemption price of par plus accrued interest to the date
of redemption.
747832.1
(b) Exercise of Redemption Option. At least forty-five (45) days prior to a redemption
date for the Certificates (unless a shorter notification period shall be satisfactory to the Paying
Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem
Certificates, the principal amount of each Stated Maturity to be redeemed, and the date of
redemption therefor. The decision of the City to exercise the right to redeem Certificates shall
be entered in the minutes of the governing body of the City.
(c) Selection of Certificates for Redemption. If less than all Outstanding Certificates of
the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar
shall treat such Certificates as representing the number of Certificates Outstanding which is
obtained by dividing the principal amount of such Certificates by $5,000 and shall select the
Certificates, or principal amount thereof, to be redeemed within such Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Certificates, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and
any notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii)
identify the Certificates to be redeemed and, in the case of a portion of the principal amount to
be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price,
(iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the
redemption date, and (v) specify that payment of the redemption price for the Certificates, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer
Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder.
If a Certificate is subject by its terms to prior redemption and has been called for redemption and
notice of redemption thereof has been duly given as hereinabove provided, such Certificate (or
the principal amount thereof to be redeemed) shall become due and payable and interest
thereon shall cease to accrue from and after the redemption date therefor; provided moneys
sufficient for the payment of such Certificate (or of the principal amount thereof to be redeemed)
at the then applicable redemption price are held for the purpose of such payment by the Paying
Agent/Registrar.
SECTION 5: Registration -Transfer -Exchange of Certificates-Predecessor
Certificates. The Paying Agent/Registrar shall obtain, record, and maintain in the Security
Register the name and address of each and every owner of the Certificates issued under and
pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any
Certificate may be transferred or exchanged for Certificates of other authorized denominations
by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to
the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or
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request for exchange duly executed by the Holder or by his duly authorized agent, in fonn
satisfactory to the Paying Agent/Registrar.
Upon surrender of any Certificate for transfer at the Designated Payment/Transfer Office
of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name
of the designated transferee or transferees, one or more new Certificates of authorized
denominations and having the same Stated Maturity and of a like aggregate principal amount
as the Certificate or Certificates surrendered for transfer.
At the option of the Holder, Certificates may be exchanged for other Certificates of
authorized denominations and having the same Stated Maturity, bearing the same rate of
interest and of like aggregate principal amount as the Certificates surrendered for exchange,
upon surrender of the Certificates to be exchanged at the Designated Payment/Transfer Office
of the Paying Agent/ Registrar. Whenever any Certificates are surrendered for exchange, the
Paying Agent/Registrar shall register and deliver new Certificates to the Holder requesting the
exchange.
All Certificates issued in any transfer or exchange of Certificates shall be delivered to the
Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by
United States Mail, first class, postage prepaid to the Holders, and, upon the registration and
delivery thereof, the same shall be the valid obligations of the City, evidencing the same
obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates
surrendered in such transfer or exchange.
All transfers or exchanges of Certificates pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying 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.
Certificates canceled by reason of an exchange or transfer pursuant to the provisions
hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the
case may be, of the same obligation to pay evidenced by the new Certificate or Certificates
registered and delivered In the exchange or transfer therefor. Additionally, the tenn
"Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for
which a replacement Certificate· has been Issued, registered and delivered in lieu thereof
pursuant to the provisions of Section 23 hereof and such new replacement Certificate shall be
deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to
an assignee of a Holder any Certificate called for redemption, in whole or in part, within 45 days
of the date fixed f9r the redemption of such Certificate; provided, however, such limitation on
transferability shall not be applicable to an exchange by the Holder of the unredeemed balance
of a Certificate called for redemption in part.
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'
SECTION 6: · Book-Entry Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3, 4 and 5 hereof relating to the payment and transfer/exchange
of the Certificates, the City hereby approves and authorizes the use of "Book-Entry Only"
securities clearance, settlement and transfer system provided by The Depository Trust Company
(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 of
Representations by and between the City and DTC (the ''Depository Agreement'1.
Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be
deposited with DTC who shall hold said Certificates for its participants (the "DTC Participants")
and, while the Certificates are held by DTC under the Depository Agreement, the Holder of the
Certificates on the Security Register for all purposes, including payment and notices, shall be
Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or
owner of each Certificate (the "Beneficial Owners") being recorded in the records of DTC and
DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the
Certificates or otherwise ceases to provide book-entry clearance and settlement of securities
transactions in general or the City determines that DTC is incapable of properly discharging its
duties as securities depository for the Certificates, the City covenants and agrees with the
Holders of the Certificates to cause Certificates to be printed in definitive form and provide for
the Certificate certificates to be issued and delivered to DTC Participants and Beneficial Owners,
as the case may be. Thereafter, the Certificates in definitive form shall be assigned, transferred
and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment
of such Certificates shall be made in accordance with the provisions of Sections 3, 4 and 5
hereof.
SECTION 7: Execution -Registration. The Certificates shall be executed on behalf of
the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the
City Secretary. The signature of said officers on the Certificates may be manual or facsimile.
Certificates bearing the manual or facsimile signatures of individuals who are or were the proper
officers of the City on the Certificate Date shall be deemed to be duly executed on behalf of the
City, notwithstanding that one or more of the individuals executing the same shall cease to be
such officer at the time of delivery of the Certificates to the Initial purchaser(s) and with respect
to Certificates delivered in subsequent exchanges and transfers, all as authorized and provided
in the Bond Procedures Act of 1981, as amended.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Certificate either a certificate of
registration substantially in the form provided in Section 9C, manually executed by the
Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a certificate
of registration substantially in the form provided in Section 90, manually executed by an
authorized officer, employee or representative of the Paying Agent/Registrar, and either such
certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence,
that such Certificate has been duly certified, registered and delivered.
7.f7832.1 -6-
SECTION 8:. Initial Certificate(s). The Certificates herein authorized shall be initially
issued either (i) as a single fully registered certificate in the total principal amount of $15,355,000
with principal installments to become due and payable as provided in Section 2 hereof and
numbered T-1, or (ii) as twenty (20) fully registered certificates, being one certificate for each
year of maturity in the applicable principal amount and denomination and to be numbered
consecutively from T-1 and upward (hereinafter called the nlnitial Certificate(s)") and, in either
case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the
designee thereof. The Initial Certificate(s) shall be the Certificates submitted to the Office of the
Attorney General of the State of Texas for approval, certified and registered by the Office of the
Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s).
Any time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to
written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial
Certificate(s) delivered hereunder and exchange therefor definitive Certificates of authorized
denominations, Stated Maturities, principal amounts and bearing applicable interest rates for
transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to
and in accordance with such written instructions from the initial purchaser(s), or the designee
thereof, and such other information and documentation as the Paying Agent/Registrar may
reasonably require.
SECTION 9: Forms. A. Forms Generally. The Certificates, the Registration Certificate
of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying
Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be
substantially in the forms set forth in this Section with such appropriate Insertions, omissions,
substitutions, and other variations as are permitted or required by this Ordinance and may have
such letters, numbers, or other marks of identification (including identifying numbers and letters
of the Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including insurance legends in the event the
Certificates, or any maturities thereof, are purchased with insurance and any reproduction of an
opinion of counsel) thereon as may, consistently herewith, be established by the City or
determined by the officers executing such Certificates as evidenced by their execution. Any
portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Certificate.
The definitive Certificates and the Initial Certificate(s) shall be printed, lithographed, or
engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as
determined by the officers executing such Certificates as evidenced by their execution thereof.
747832.1
B. Form· of Certificates.
REGISTERED REGISTERED
NO. $ __
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF LUBBOCK, TEXAS,
TAX AND WATERWORKS SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATE OF OBLIGATION,
Certificate Date:
January 15, 1999
Registered Owner:
Principal Amount
Interest Rate:
_%
SERIES 1999
stated Maturity: CUSIPNO:
DOLLARS
The City of Lubbock (hereinafter referred to as the "City"), a body corporate and
municipal corporation in the County of Lubbock, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, on the Stated Maturity date specified above the
Principal Amount stated above (or so much thereof as shall not have been paid upon prior
redemption) and to pay.interest (computed on the basis of a 360-day year of twelve 30-day
months) on the unpaid Principal Amount hereof from the Certificate Date at the per annum rate
of interest specified above; such interest being payable on February 15 and August 15 of each
year, commencing August 15, 1999. Principal of this Certificate is payable at its Stated Maturity
or redemption to the registered owner hereof, upon presentation and surrender, at the
Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration
certificate appearing hereon, or its successor. Interest is payable to the registered owner of this
Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter
referenced) whose name appears on the "Security Register'' maintained by the Paying
Agent/Registrar at the close of business on the "Record Date", which is the last business day of
the month next preceding each interest payment date and interest shall be paid by the Paying
Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of
the registered owner recorded in the Security Register on the Record Date or by such other
method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense
of, the registered owner. All payments of principal of, premium, if any, and interest on this
Certificate shall be without exchange or collection charges to the owner hereof and in any coin
or currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts.
This Certificate is one of the series specified In its title issued in the aggregate principal
amount of $15,355,000 (herein referred to as the "Certificates', for the purpose of paying
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contractual obligations to be incurred for (i) improvements and extensions to the City's
Waterworks System, (ii) improvements and extensions to the City's Sewer System, and (iii)
professional services rendered In connection with such projects and the financing thereof, under
and in strict conformity with the Constitution and laws of the State of Texas, particular1yV.T.C.A.,
Local Govemment Code, Subchapter C of Chapter 271, and pursuant to an Ordinance adopted
by the goveming body of the City (herein referred to as the "Ordinance").
The Certificates maturing on and after February 15, 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 February 15, 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 a redemption date, the City shall cause a written notice of such
redemption to be sent by United States Mail, first class postage prepaid, to the registered owners
of each Certificate to be redeemed at the address shown on the Security Register and subject
· to the terms and provisions relating thereto contained in the Ordinance. If a Certificate (or any
portion of its principal sum) shall have been duly called for redemption and notice of such
redemption duly given, then upon the redemption date such Certificate (or the portion of its
principal sum to be redeemed) shall become due and payable, and, if moneys for the payment
of the redemption price and the interest accrued on the principal amount to be redeemed to the
date of redemption are held for the purpose of such payment by the Paying Agent/Registrar,
interest shall cease to accrue and be payable from and after the redemption date on the principal
amount redeemed.
In the event a portion of the principal amount of a Certificate is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender
of such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and
a new Certificate or Certificates of like maturity and interest rate in any authorized denominations
provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be
issued to the registered owner, without charge. If a Certificate is selected for redemption, in
whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer such
Certificate to an assignee of the registered owner within 45 days of the redemption date therefor;
provided, however, such limitation on transferability shall not be applicable to an exchange by
the registered owner of the unredeemed balance of a Certificate redeemed in part.
The Certificates are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City and from a limited pledge of
the Net Revenues (as defined in the Ordinance) of the City's Waterworks System (the "System"),
such pledge being limited to an amount not in excess of $500 and being junior and subordinate
to the lien on and pledge of such Net Revenues securing the payment of "Prior Lien Obligations"
(as defined in the Ordinance) now outstanding and hereafter issued by the City. In the
Ordinance, the City reserves and retains the right to Issue Prior Lien Obligations without limitation
as to principal amount but subject to any applicable terms, conditions or restrictions under law
or otherwise.
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Reference is· hereby made to the Ordinance, a copy of which is on file in the Designated
Paymentrrransfer Office of the Paying Agent/Registrar, and to all the provisions of which the
Holder hereof by the acceptance hereof hereby assents, for definitions of terms; the description
of and the nature and extent of the tax levied for the payment of the Certificates; the nature and
extent of the limited pledge of the Net Revenues securing the payment of the Certificates; the
terms and conditions relating to the transfer or exchange of this Certificate; the conditions upon
which the Ordinance may be amended or supplemented with or without the consent of the
Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms
and provisions upon which the tax levy and the pledge of the Net Revenues and covenants
made in the Ordinance may be discharged at or prior to the maturity of this Certificate, and this
Certificate deemed to be no longer Outstanding thereunder; and for the other terms and
provisions contained therein. Capitalized terms used herein have the meanings assigned in the
Ordinance.
This Certificate, subject to certain limitations contained in the Ordinance, may be
transferred on the Security Register only upon its presentation and surrender at the Designated
Paymentrrransfer 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 fully registered Certificates
of authorized denominations and of the same aggregate principal amount will be Issued by the
Paying Agent/Registrar to the designated transferee or transferees.
The City and the Paying Agent!Registrar, and any agent of either, may treat the
registered owner hereof whose name appears on the Security Register~) on the Record Date
as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate
as the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in
whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the
City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the
contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date)
shall be sent at least five (5) business days prior to the Special Record Date by United States
Mail, first class postage prepaid, to the address of each Holder appearing on the Security
Register at the close of business on the last business day next preceding the date of mailing of
such notice.
It is hereby certified, recited, represented and covenanted that the City is a body
corporate and political subdivision duly organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas; that the issuance of the Certificates is duly
authorized by law; that all acts, conditions and things required to exist and be done precedent
to and in the issuance of the Certificates to render the same lawful and valid obligations of the
City have been properly done, have happened and have been performed in regular and due
time, form and manner as required by the Constitution and laws of the State of Texas, and the
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Ordinance; that the Certificates do not exceed any constitutional or statutory limitation; and that
due provision has been made for the payment of the principal of and interest on the Certificates
as aforestated. In case any provision in this Certificate or any application thereof shall be invalid,
illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of
this Certificate and the Ordinance shall be construed in accordance with and shall be governed
by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be
duly executed under the official seal of the City as of the Certificate Date.
CITY OF LUBBOCK, TEXAS
COUNTERSIGNED: Mayor
City Secretary
{SEAL)
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C. * Fonn of Registration Certificate of Comptroller of Public Accounts to Appear on Initial
Certificate(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
§
§
§
§
REGISTER NO.-------
THE STATE OF TEXAS
I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
(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 Certificates
D. Fonn of Certificate of Paving Agent/Registrar to Appear on Definitive Certificates.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued and registered under the provisions of the
within-mentioned Ordinance; the certificate or certificates of the above entitled and designated
series originally delivered having been approved by the Attorney General of the State of Texas
and registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying Agent/Registrar located in Dallas, Texas, is the
"Designated Payment/Transfer Office" for this Certificate. '
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Paying Agent/Registrar
Registration Date:
BY-------~~---------------Authorized Signature
747832.1 -12-
E. Fonn· of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee:) ----------
(Social Security or other identifying number: ~-=---.-:"'--~~:-"':'""-.--~---~
------------~the within Certificate and all rights thereunder, and hereby
irrevocably constitutes and appoints-------------------
attomey to transfer the within Certificate on the books kept for registration thereof, with full
power of substitution in the premises.
DATED: ________________ __
Signature guaranteed:
NOTICE: The signature on this assignment
must correspond with the name of the
registered owner as it appears on the face
of the within Certificate in every particular.
F. The Initial Certificate(s} shall be in the fonn set forth in paragraph B of this Section.
except that the fonn of a single fully registered Initial Certificate shall be modified
as follows:
(i) immediately under the name of the certificate the headings "Interest Rate _"
and "Stated Maturity " shall both be omitted;
(ii) paragraph one shall read as follows:
Registered Owner:
Principal Amount: Dollars
The City of Lubbock (hereinafter referred to as the "City"), a body corporate and
municipal corporation in the County of Lubbock, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, the Principal Amount hereinabove stated, on
February 15 in each of the years and in principal installments in accordance with the following
schedule:
YEAR
747832.1
PRINCIPAL
INSTALLMENTS
INTEREST
RATE
(lnfonnation to be inserted from schedule in Section 2 hereof).
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(or so much principaithereof as shall not have been prepaid prior to maturity) and to pay interest
on the unpaid Piincipal Amount hereof from the Certificate Date at the per annum rates of
interest specified above computed on the basis of a 360-day year of twelve 30-day months; such
interest being payable on February 15 and August 15 of each year, commencing August 15,
1999. Principal installments of this Certificate are payable in the year of maturity or on a
prepayment date to the registered owner hereof by Chase Bank of Texas, National Association
(the "Paying Agent/Registrar"), upon presentation and surrender, at its designated offices in
Dallas, Texas (the "Designated Payment/Transfer Office"), Interest is payable to the registered
owner of this Certificate whose name appears on the "Security Register'' maintained by the
Paying Agent/Registrar at the close of business on the "Record Date", which Is the last business
day of the month next preceding each interest payment date hereof and interest shall be paid
by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to
the address of the registered owner recorded in the Security Register or by such other method,
acceptable to the Paying Agent/ Registrar, requested by, and at the risk and expense of, the
registered owner. All payments of principal of, premium, if any, and interest on this Certificate
shall be without exchange or collection charges to the owner hereof and in any coin or currency
of the United States of America which at the time of payment is legal tender for the payment of
public and private debts.
SECTION 10: Definitions. For purposes of this Ordinance and for clarity with respect to
the issuance of the Certificates, and the levy of taxes and appropriation of Net Revenues
therefor, the following words or terms, whenever the same appear herein without qualifying
language, are defined to mean as follows:
747832.1
(a) The term "Certificates" shall mean $15,355,000 "CITY OF
LUBBOCK, TEXAS, TAX AND WATERWORKS SYSTEM (LIMITED PLEDGE)
REVENUE CERTIFICATES OF OBLIGATION, SERIES 1999" authorized by this
Ordinance.
(b) The term "Certificate Fund" shall mean the special Fund created
and established under the provisions of Section 11 of this Ordinance.
(c) The term "Collection Date" shall mean, when reference is being
made to the levy and collection of annual ad valorem taxes, the date annual ad
valorem taxes levied each year by the City become delinquent.
(d) The term "Fiscal Year" shall mean the annual financial accounting
period used with respect to the operations of the System now ending on
September 30th of each year; provided, however, the City Council may change,
by ordinance duly passed, such annual financial accounting period to end on
another date if such change is found and determined to be necessary for
budgetary or other fiscal purposes.
(e) The term "Government Securities" 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 the
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747832.1
United States Treasury obligations such as Its State and Local Government
Series in book-entry form.
(f) The term "Gross Revenues" shall mean all income, receipts and
revenues of every nature derived or received from the operation and ownership
(excluding gifts and grant moneys, federal or state) of the System, including
earnings and income derived from the investment or deposit of moneys in any
special funds or accounts created and established for the payment and security
of the Prior Uen Obligations and other obligations payable in whole or in part from
and secured by a lien on and pledge of the Net Revenues.
(g) The term "Net Revenues" shall mean the Gross Revenues of the
System, with respect to any period, after deducting the System's Operating and
Maintenance Expenses during such period.
(h) The term "Operating and Maintenance Expenses" shall mean all
reasonable and necessary expenses directly related and attributable to the
operation and maintenance of the System, including, but not limited to, the cost
of insurance, the purchase and carrying of stores, materials, and supplies, the
payment of salaries, labor and other expenses reasonably and properly charged,
under generally accepted accounting principles, to the operation and
maintenance of the System and those expenses required by statute (Article 1113,
V.A.T.C.S. or other applicable statute) to be a first lien and charge against the
Gross Revenues. Depreciation charges on equipment, machinery, plants and
other facilities comprising the System and expenditures classed under generally
accepted accounting principles as capital expenditures shall not be considered
as "Operating and Maintenance Expenses" for purposes of determining "Net
Revenues".
(i) The term "Outstanding" when used in this Ordinance with respect
to Certificates means, as of the date of determination, all Certificates theretofore
issued and delivered under this Ordinance, except
(1) those Certificates canceled by the Paying
Agent/Registrar or delivered to the Paying Agent/Registrar for
cancellation;
(2) those Certificates deemed to be duly paid by the
City in accordance with the provisions of Section 19 hereof; and
(3) those Certificates that have been mutilated,
destroyed, lost, or stolen and replacement Certificates have been
registered and delivered in lieu thereof as provided in Section 23
hereof.
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01-The term "Prior Lien Obligations" shall mean all bonds or other
obligations now outstanding and hereafter issued that are payable in whole or in
part from and secured by a lien on and pledge of the Net Revenues of the
System and such lien and pledge securing the payment thereof is prior and
superior in claim, rank and dignity to the lien and pledge of the Net Revenues
securing the payment of the Certificates, including, but not limited to, the
outstanding obligations of the following issues:
(1) "City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates of
Obligation, Series 1991", dated May 15, 1991, and originally
issued in the principal amount of $16,120,000;
(2) "City of Lubbock, Texas, Tax and Waterworks System
(Limited Pledge) Revenue Certificates of Obligation, Series 1992",
dated August 15, 1992, and originally issued in the principal
amount of $7,565,000;
(3) "City of Lubbock, Texas, Tax and Waterworks System
(Limited Pledge) Revenue Certificates of Obligation, Series 1993",
dated October 1, 1993, and originally issued in the principal
amount of $1,470,000;
(4) "City of Lubbock, Texas, Tax and Waterworks System
(Limited Pledge) Revenue Certificates of Obligation, Series 1995",
dated December 15, 1995, and originally issued in the principal
amount of $10,000,000; and
(5) "City of Lubbock, Texas, Tax and Waterworks System
(Limited Pledge) Revenue Certificates of Obligation, Series 1998",
dated January 1, 1998, and originally issued in the principal
amount of $10,260,000; and
(k) The term "System" shall mean the City's Waterworks System,
being all properties, facilities, and plants currently owned, operated, and
maintained by the City for the supply, treatment, and transmission of treated
potable water, together with all future extensions, improvements, replacements
and additions thereto.
SECTION 11: Certificate Fund. For the purpose of paying the interest on and to provide
a sinking fund for the payment and retirement of the Certificates, there shall be and is hereby
created a special Fund to be designated "SPECIAL 1999 CITY OF LUBBOCK, TEXAS, TAX
AND WATERWORKS SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATE OF
OBLIGATION FUND", which Fund shall be kept and maintained at the City's depository bank,
and moneys deposited in said Fund shall be used for no other purpose. Proper officers of the
City are hereby authorized and directed to cause to be transferred to the Paying Agent for the
747BS2.1 -16-
Certificates, from_ funds on deposit in the Certificate Fund, amounts sufficient to fully pay and
discharge promptly each installment of interest and principal of the Certificates as the same
accrues or matures or comes due by reason of redemption prior to maturity; such transfers of
funds to be made in such manner as will cause immediately available funds to be deposited with
the Paying Agent for the Certificates at the close of business on the last business day next
preceding each interest and/or principal payment date for the Certificates.
Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate
Fund may, at the option of the City, be invested in obligations identified In, and in accordance
with the provisions of the "Public Funds lnvestmerJtAct .. (V.T.C.A., Government Code, Chapter
2256) relating to the investment of "bond proceeds"; provided that all such investments shall be
made in such a manner that the money required to be expended from said Fund will be available
at the proper time or times. All interest and income derived from deposits and investments in
said Certificate Fund shall be credited to, and any losses debited to, the said Certificate Fund.
All such investments shall be sold promptly when necessary to prevent any default in connection
with the Certificates.
SECTION 12: Tax Levv. To provide for the payment of the "Debt Service Requirements"
on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there
shall be and there is hereby levied .for the current year and each succeeding year thereafter
while said Certificates or any interest thereon shall remain Outstanding, a sufficient tax on each
one hundred dollars' valuation of taxable property in said City, adequate to pay such Debt
Service Requirements, full allowance being made for delinquencies and costs of collection; said
tax shall be assessed and collected each year and applied to the payment of the Debt Service
Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and
collected shall be paid into the Certificate Fund. The City Council hereby declares its purpose
and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service
Requirements, it having been determined that the existing and available taxing authority of the
City for such purpose is adequate to permit a legally sufficient tax in consideration of all other
outstanding indebtedness.
Accrued interest and premium, if any, received from the purchasers of the Certificates
shall be deposited to the Certificate Fund. In addition, any surplus proceeds from the sale of the
Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and
such amounts so deposited shall reduce the sums otherwise required to be deposited in said
Fund from ad valorem taxes.
SECTION 13: Limited Pledge of Net Revenues. The City hereby covenants and agrees
that, subject to the prior lien on and pledge of the Net Revenues of the System to the payment
and security of Prior Lien Obligations, the Net Revenues of the System in an aggregate amount
notto exceed $500 are hereby irrevocably pledged to the payment of the principal of and interest
on the Certificates-in accordance with the provisions of this Ordinance, and the limited pledge
of $500 of the Net Revenues of the System herein made for the payment of the Certificates shall
constitute a lien on the Net Revenues of the System in accordance with the terms and provisions
hereof. Furthermore, such lien on and pledge of the Net Revenues securing the payment of the
141832.1 -17-
Certificates shall be valid and binding without further action by the City and without any filing or
recording except for the filing of this Ordinance in the records of the City.
SECTION 14: Svstem Fund. The City hereby covenants and agrees that all Gross
Revenues (excluding eamlngs from the investment of money held in any special funds or
accounts created for the payment and security of Prior Lien Obligations) shall be deposited from
day to day as collected into a "City of Lubbock, Texas, Waterworks System Operating Fund"
(hereinafter called "System Fund") which Fund shall be kept and maintained at an official
depository bank of the City. All moneys deposited in the System Fund shall be pledged and
appropriated to the extent required for the following purposes and in the order of priority shown,
to wit:
First: To the payment of all necessary and reasonable Operating and
Maintenance Expenses of the System as defined herein or required by statute to
be a first charge on and claim against the Gross Revenues.
Second: To the payment of the amounts required to be deposited
in the special Funds created and established for the payment, security and
benefit of Prior Lien Obligations in accordance with the terms and provisions of
the ordinances authorizing the issuance of Prior Lien Obligations; and
Third: To the payment of the limited amount pledged to the payment of
the Certificates.
Any Net Revenues remaining in the System Fund after satisfying the foregoing payments,
or making adequate and sufficient provision for the payment thereof, may be appropriated and
used for any other City purpose now or hereafter permitted by law.
SECTION 15: Securitv of Funds. All moneys on deposit in the Funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested)
shall be secured in the manner and to the fullest extent required by the laws of Texas for the
security of public funds, and moneys on deposit in such Funds shall be used only for the
purposes permitted by this Ordinance.
7"17832.1
SECTION 16: Special Coyenants. The City hereby further covenants as follows:
(a) It has the lawful power to pledge the Net Revenues of the System
supporting this issue of Certificates and has lawfully exercised said powers under
the Constitution and laws of the State of Texas, including said power existing
under Articles 1111 et seq., V.A.T.C.S. and V.T.C.A., Local Govemment Code,
Subchapter C of Chapter 271.
(b) Other than for the payment of the Prior Lien Obligations and the
Certificates, the Net Revenues of the System have not in any manner been
pledged to the payment of any debt or obligation of the City or of the System.
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SECTION. 17: Issuance of Prior Lien Obligations and Additional Certificates. The City
hereby expressly reserves the right to hereafter issue Prior lien Obligations, without limitation
as to principal amount but subject to any terms, conditions or restrictions applicable thereto
under law or otherwise.
Additionally, the City reserves the right to issue obligations payable, in whole or in part,
from the Net Revenues of the System and, to the extent provided, secured by a parity lien on
and pledge of the Net Revenues of equal rank and dignity with the lien and pledge securing the
payment of the Certificates.
SECTION 18: Subordinate to Prior Lien Obligations Covenants and Agreements. It is
the intention of this governing body and accordingly hereby recognized and stipulated that the
provisions, agreements and covenants contained herein bearing upon the management and
operations of the System and the administering and application of revenues derived from the
operation thereof, shall to the extent possible be harmonized with like provisions, agreements
and covenants contained in ordinances authorizing the issuance of Prior lien Obligations, and
to the extent of any irreconcilable conflict between the provisions contained herein and in
ordinances authorizing the issuance of Prior lien Obligations, the provisions, agreements and
covenants contained therein shall prevail to the extent of such conflict and be applicable to this
Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred
thereby to the holders or owners of the Prior Lien Obligations. Notwithstanding the above, any
change or modification affecting the application of revenues derived from the operation of the
System shall not impair the obligation of contract with respect to the pledge of revenues herein
made for the payment and security of the Certificates.
SECTION 19: Satisfaction of Obligations of 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 Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of
taxes levied and the lien on and pledge of the Net Revenues of the System under this Ordinance
and all covenants, agreements, and other obligations of the City to the Holders shall thereupon
cease, terminate, and be discharged and satisfied.
Certificates shall be deemed to have been paid within the meaning and with the effect
expressed above in this Section when (I) money sufficient to pay in full such Certificates or the
principal amount(s) thereof at maturity or (if notice of redemption has been duly given or waived
or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been
made) the redemption date thereof, together with all interest due thereon, shall have been
irrevocably deposited with and held In trust by the Paying Agent/Registrar, or an authorized
escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with
the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have
been certified by an independent accounting firm to mature as to principal and Interest in such
amounts and at such times as will insure the availability, without reinvestment, of sufficient
money, together with any moneys deposited therewith, if any, to pay when due the principal.of
·and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated
Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable
arrangements therefor acceptable to the Paying Agent/Registrar have been made) the
747832.1 -19-
redemption date thereof. The City covenants that no deposit of moneys or Govemment
Securities will be made under this Section and no use made of any such deposit which would
cause the Certificates to be treated as "arbitrage bonds" within the meaning of Section 148 of
the lntemal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/ Registrar and all income from
Govemment Securities held in trust by the Paying Agent/Registrar, or an authorized escrow
agent, pursuant to this Section which is not required for the payment of the Certificates, or any
principal amount(s) thereof, or interest thereon with respect to which such moneys have been
so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any
money held by the Paying Agent/Registrar for the payment of the principal of and interest on
the Certificates and remaining unclaimed for a period of four (4) years after the maturity,
or applicable redemption date, of the Certificates for which such moneys were deposited
and are held in trust to pay, shall upon the request of the City be remitted to the City against
a written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds
from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property
laws of the State of Texas.
SECTION 20: Ordinance a Contract • Amendments. This Ordinance shall
constitute a contract with the Holders from time to time, be binding on the City, and shall not be
amended or repealed by the City so long as any Certificate remains Outstanding except as
permitted in this Section. The City, may, without the consent of or notice to any Holders of the
Certificates, from time to time and at any time, amend this Ordinance in any manner not
detrimental to the interests of the Holders of the Certificates, including the curing of any
ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the
written consent of Holders of the Certificates holding a majority in aggregate principal amount
of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the
provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding
Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of
payment of the principal of, premium, if any, and interest on the Certificates, reduce the principal
amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify
the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give
any preference to any Certificate over any other Certificate, or(3) reduce the aggregate principal
amount of Certificates required to be held by Holders for consent to any such amendment,
addition, or rescission.
SECTION 21: Notices to Holders -Waivers. Wherever this Ordinance provides for
notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the
address of each Holder appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides
for notice In any manner, such notice may be waived in writing by the Holder entitled to
747832.1 -20-
receive such notice; either before or after the event with respect to which such notice is given,
and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be
filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.
SECTION 22: Cancellation. Certificates surrendered for payment, redemption, transfer,
or exchange, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and,
if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already
canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time
deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or
registered and delivered which the City may have acquired in any manner whatsoever, and all
Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled
Certificates held by the Paying Agent/Registrar shall be retumed to the City.
SECTION 23: Mutilated. Destroved. Lost and Stolen Certificates. In case any Certificate
shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and
deliver a replacement Certificate of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate,
only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying
Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss
or theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the fumishing
to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and
the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity
and with the preparation, execution and delivery of a replacement Certificate shall be bome by
the Holder of the Certificate mutilated, or destroyed, lost or stolen.
Every replacement Certificate issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the
destroyed, lost or stolen Certificates.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost, or stolen Certificates.
SECTION 24: Covenants to Maintain Tax-Exempt Status. A.
in this Section, the following terms have the following meanings:
747832.1
"Closing Date" means the date on which the Certificates 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.
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"Computation Date" has the meaning set forth in Section 1.148-1 (b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b)
of the Regulations, and any replacement proceeds as defined in Section
1.148-1 (c) of the Regulations, of the Certificates.
"Investment" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Nonpurpose Investment• means any investment property, as defined in
section 148(b) of the Code, in which Gross Proceeds of the Certificates are
invested and which is not acquired to carry out the governmental purposes of the
Certificates.
"Rebate Amount• has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the
Certificates. Any reference to any specific Regulation shall also mean, as
appropriate, any proposed, temporary or final Income Tax Regulation designed
to supplement, amend or replace the specific Regulation referenced.
"Yield" of
(1) any Investment has the meaning set forth in Section
1.148-5 of the Regulations; and
(2) the Certificates has the meaning set forth in Section
1.148-4 of the Regulations.
B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or Indirectly with Gross Proceeds)
in a manner which if made or omitted, respectively, would cause the interest on any Certificate
to become includable in the gross income, as defined in section 61 of the Code, of the owner
thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless
and until the City receives a written opinion of counsel nationally recognized in the field of
municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Certificate, the City shall
comply with each of the specific covenants in this Section.
?4?832.1 -22-
. C. No Private Use or Private Payments. Except as pennitted by section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last
Stated Maturity of Certificates:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Certificates, and not use or pennit the use
of such Gross Proceeds (including all contractual arrangements with tenns
different than those applicable to the general public) or any property acquired,
constructed or improved with such Gross Proceeds in any activity carried on by
any person or entity (including the United States or any agency, department and
instrumentality thereof) other than a state or local govemment, unless such use
is solely as a member of the general public; and
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Certificates or any property the acquisition, construction or improvement of which
is to be financed or refinanced directly or indirectly with such Gross Proceeds,
other than taxes of general application within the City or interest eamed on
investments acquired with such Gross Proceeds pending application for their
intended purposes.
D. No Private Loan. Exceptto the extent pennitted by section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates
to make or finance loans to any person or entity other than a state or local govemment. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income
tax purposes; (2) capacity in or service from such property is committed to such person or entity
under a take--or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens
and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or
improved with such Gross Proceeds are otherwise transferred in a transaction which is the
economic equivalent of a loan.
E. Not to Invest at Higher Yield. Except to the extent pennitted by section 148 of the
Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final
Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any Investment
(or use Gross Proceeds to replace money so Invested), if as a result of such investment the Yield
from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Certificates.
F. Not Federally Guaranteed. Except to the extent pennitted by section 149{b) of
the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the Certificates to be federally guaranteed within the meaning of
section 149{b) of the Code and the Regulations and rulings thereunder.
747832.1 -23-
G. Information Report. The City shall timely file the information required by section
149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and
in such place as the Secretary may prescribe.
H. Rebate of Arbitrage Profrts. Except to the extent otherwise provided in section
148(f) of the Code and the Regulations and rulings thereunder:
141832.1
(1) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and
apart from all other funds (and receipts, expenditures and investments thereof)
and shall retain all records of accounting for at least six years after the day on
which the last Outstanding Certificate is discharged. However, to the extent
permitted by law, the City may commingle Gross Proceeds of the Certificates with
other money of the City, provided that the City separately accounts for each
receipt and expenditure of Gross Proceeds and the obligations acquired
therewith.
(2) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in section 148(f)
of the Code and the Regulations and rulings thereunder. The City shall maintain
such calculations with its official transcript of proceedings relating to the issuance
of the Certificates until six years after the final Computation Date.
· (3) As additional consideration for the purchase of the Certificates by the
Purchasers and the loan of the money represented thereby and in order to induce
such purchase by measures designed to insure the excludability of the interest
thereon from the gross income of the owners thereof for federal income tax
purposes, the City shall pay to the United States out of the Certificate Fund or its
general fund, as permitted by applicable Texas statute, regulation or opinion of
the Attomey General of the State of Texas, the amount that when added to the
future value of previous rebate payments made for the Certificates equals (i) in
the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the
Regulations, one hundred percent (100%) of the Rebate Amount on such date;
and (ii) in the case of any other Computation Date, ninety percent (90%) of the
Rebate Amount on such date. In all cases, the rebate payments shall be made
at the times, in the installments, to the place and in the manner as is or may be
required by section 148(f) of the Code and the Regulations and rulings
thereunder, and shall be accompanied by Form 8038-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
-24-
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 Certificates, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection H of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Certificates not been
relevant to either party.
J. Elections. The City hereby directs and authorizes the Mayor, City Secretary, City
Manager, and First Assistant City Manager, individually or jointly, to make elections permitted or
required pursuant to the provisions of the Code or the Regulations, as they deem necessary or
appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar
or other appropriate certificate, form or document.
SECTION 25: Sale of Certificates -Official Statement Approval. The Certificates
authorized by this Ordinance ar!! hereby sold by the City to Morgan Keegan & Company, Inc.,
Estrada Hinojosa & Company, Inc., NationsBanc Montgomery Securities LLC and Siebert
Brandford Shank & Co., LLC (herein collectively referred to as the "Purchasers'1 in accordance
with the Purchase Contract, dated January 28, 1999, attached hereto as Exhibit B and
Incorporated herein by reference as a part of this Ordinance for all purposes. The Mayor is
hereby authorized and directed to execute said Purchase Contract for and on behalf of the City
and as the act and deed of this Council, and in regard to the approval and execution of the
Purchase Contract, the Council hereby finds, determines and declares that the representations,
warranties and agreements of the City contained therein are true and correct in all material
respects and shall be honored and performed by the City.
Furthermore, the use of the Official Statement by the Purchasers in connection with the
public offering and sale of the Certificates is hereby ratified, confirmed and approved in all
respects. The final Official Statement, which reflects the terms of sale, attached as Exhibit A to
the Purchase Contract (together with such changes approved by the Mayor, City Manager, First
Assistant to City Manager, Managing Director of Finance or City Secretary, one or more of said
officials), shall be and is hereby in all respects approved and the Purchasers are hereby
authorized to use and distribute said final Official Statement, dated January 28, 1999, in the
reoffering, sale and delivery of the Certificates to the public. The Mayor and City Secretary are
further authorized and directed to manually execute and deliver for and on behalf of the City
copies of said Official Statement in final form as may be required by the Purchasers, and such
final Official Statement in the form and content· manually executed by said officials shall be
deemed to be approved by the City Council and constitute the Official Statement authorized for
distribution and use by the Purchasers.
SECTION 26: Proceeds of Sale. The proceeds of sale of the Certificates, excluding the
accrued interest and premium, if any, received from the Purchasers, shall be deposited in a
construction fund maintained at the City's depository bank. Pending expenditure for authorized
747832.1
projects and purposes, such proceeds of sale may be invested in authorized investments and
any investment earnings realized may be expended for such authorized projects and purposes
or deposited in the Certificate Fund as shall be determined by the City Council. Accrued interest
and premium, if any, received from the Purchasers as well as all surplus proceeds of sale of the
Certificates, including investment earnings, remaining after completion of all authorized projects
or purposes shall be deposited to the credit of the Certificate Fund.
SECTION 27: Control and Custody of Certificates. The Mayor of the City shall be and
is hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, including the printing of the
Certificates, and shall take and have charge and control of the Certificates pending the approval
thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts
and the delivery thereof to the Purchasers.
Furthermore, the Mayor, City Secretary, City Manager, First Assistant City Manager,
Managing Director of Finance, and Director of Financial Services, 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 Certificates, including a certification as
to facts, estimates, circumstances and reasonable expectations pertaining to the use and
expenditure and investment of the proceeds of the Certificates as may be necessary for the
approval of the Attorney General, registration by the Comptroller of Public Accounts and delivery
of the Certificates 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 Certificate(s) to the purchasers.
SECTION 28: Legal Opinion. The obligation of the Purchasers to accept delivery of the
Certificates is subject to being furnished a final opinion of Fulbright & Jaworski L. L. P., Attorneys,
Dallas, Texas, approving such Certificates as to their validity, said opinion to be dated and
·delivered as of the date of delivery and payment for such Certificates. A true and correct
reproduction of said opinion is hereby authorized to be printed on the definitive Certificates or
an executed counterpart thereof shall accompany the global Certificates deposited with the
Depository Trust Company.
SECTION 29: CUSIP Numbers. That CUSIP numbers may be printed or typed on the
definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Certificates shall be of no significance or effect as regards the legality
thereof and neither the City nor attorneys approving said Certificates as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates.
SECTION 30: Benefits of Ordinance. 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 of the City, the Paying
Agent/Registrar and the Holders.
147832.1 -26-
SECTION 31~ Inconsistent Provisions. All ordinances, orders or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 32: Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 33: Severabilitv. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and the City Council
hereby declares that this Ordinance would have been enacted without such invalid provision.
SECTION 34: Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 35: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
SECTION 36: Continuing Pisclosure Undertaking. (a) Definitions. As used in this
Section, the following terms have the meanings ascribed to such terms below:
"MSRB' means the Municipal Securities Rulemaking Board.
"NRMSIR' means each person whom the SEC or its staff has determined to be
a nationally recognized municipal securities information repository within the meaning of the Rule
from time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC' means the United States Securities and Exchange Commission.
"SIO' 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, 1998) financial information and operating data with respect to the City of the
general type included in the final Official Statement approved by Section 25 of this Ordinance,
being the information described in Exhibit C hereto. Financial statements to be provided shall
be (1) prepared in accordance with the accounting principles described in Exhibit C hereto and
(2) audited, if the City commissions an audit of such statements and the audit is completed within
the period during which they must be provided. If audited financial statements are not available
747832.1 -27-
r
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 Certificates,
if such event is material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4.
5.
6.
Certificates;
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
7. Modifications to rights of holders of the Certificates;
8. Certificate calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the
Certificates; and
11. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely
manner, of any failure by the City to provide financial information or operating data in accordance
with subsection (b) of this Section by the time required by such Section.
(d) 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 Certificates within the meaning of the Rule, except that the
City in any event will give the notice required by subsection (c) hereof of any Certificate calls and
defeasance that cause the City to be no longer such an "obligated person."
7478S2.1 -28-
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit
or any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty conceming such
information or its usefulness to a decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE 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 ad to disclaim, waive, or otherwise limit
the duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to
adapt to changed circumstances resulting from a change in legal requirements, a change in law,
or a change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into
account any amendments or interpretations of the Rule to the date of such amendment, as well
as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate
principal amount (or any greater amount required by any other provision of this Ordinance that
authorizes such an amendment) of the Outstanding Certificates consent to such amendment or
(b) a person that is unaffiliated with the City (such as nationally recognized bond counsel)
determines that such amendment will not materially impair the interests of the Holders and
beneficial owners of the Certificates. The provisions of this Section may also be amended from
time to time or repealed by the City if the SEC amends or repeals the applicable provisions of
the Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and
to the extent that reservation of the City's right to do so would not prevent underwriters of the
initial public offering of the Certificates from lawfully purchasing or selling Certificates in such
offering. If the City so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with subsection (b) an
explanation, in narrative form, of the reasons for the amendment and of the impact of any
change in the type of financial information or operating data so provided.
7-47832.1
SECTION 31: 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 byV.T.C.A., GovemmentCode, Chapter551, as amended.
SECTION 38: Effective Date. This Ordinance shall take effect and be in force
immediately from and after its passage on second and final reading, and IT IS SO ORDAINED.
PASSED AND ADOPTED ON FIRST READING, January 14, 1999.
PASSED AND ADOPTED ON SECOND AND FINAL READING, this the 28th day of
January, 1999.
CITY OF LUBBOCK, TEXAS
ATTEST:
747832.1 -30-
fXHIBIT 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 "Issuer"), 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, Tax and Waterworks System (Limited Pledge) Revenue
Certificates of Obligation, Series 1999" (the "Securities"), 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.
751903.1
Section {02. Compensation. As compensation for the Bank's services as Paying
AgentiRegistrar, 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 AgentiRegistrar
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:
751903.1
"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 goveming
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-
EXHIBIT 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 pefinitions. 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. puties of Paying Agent. As Paying Agent, the Bank shall, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date,
or Acceleration Date, to the Holder upon surrender of the Security to the Bank Office.
151903.1 -3-
EXHIBIT A
-·· -----------------------------------------·---------· -----
As Paying Agent, the Bank shall, provided adequate colleded 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 Holders 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. Security Register-Transfers and Exchanges. The Bank agrees to keep
and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register') for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such
other information as may be reasonably required by the Issuer and subjed 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 satisfadory 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 effed 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 satisfadory 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
751903.1 -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. Ust 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 Cancelled Certificates. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for
which other Securities have been issued, or which have been paid.
Section 4.06. Mutilated, Destroyed. Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of Section 23 of the Bond Resolution, to deliver and
issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as
long as the same does not result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank may
execute and deliver a replacement Security of like form and tenor, and in the same denomination
and bearing a number not contemporaneously outstanding, in exchange and substitution for
such mutilated Security, or in lieu of and in substitution for such destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with
the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All
751903.1 -5-
EXHIBIT A
.
expenses and charges associated with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be bome 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, fum ish 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. puties 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 fumished 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.
751903.1 -6-
EXHIBIT A
{f) Ttle 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 own expense and risk, request such other medium of payment
The Bank shall be under no liability for interest on any money received by it hereunder.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal, premium (if any), or interest on any
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
751903.1 -7-
EXHIBIT A
.
the Bank Office or the administrative offices of the Issuer is located, and agree that service of
process by certified or registered mail, retum receipt requested, to the address referred to in
Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank
further agree that the Bank has the right to file a Bill of Interpleader In any court of competent
jurisdiction to determine the rights of any Person claiming any interest herein.
Section 5.08. DT Services. It is hereby represented and warranted that, in the event the
Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust serviees 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 tumaround time, and notification of redemptions and
calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02. Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or fumished 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.
751903.1 -8-
txliiBiT 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 conflid 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
affed 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 effed 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.
751903.1 -9-
EXHIBIT A
IN WITNE;SS 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
751903.1
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, 5" 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. Box2000
Lubbock,Texas79457
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EXHIBIT A
EXHtBIT B
S15,3SS,OOO
CllY OF LUBBOCK, TEXAS
Tax and Waterworks System (Limited Pledge) Revenue
Certificates of Obligation,
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:
Morgan Keegan & Co., Inc. (the "Authorized Representative"), NationsBanc Montgomery
Securities LLC, Estrada Hinojosa & Company, Inc. and Siebert Brandford Shank & Co., LLC
(collectively, the "Underwriters"), offer to enter into this Purchase Contract with the City ofLubbock,
Texas (the "City"). This offer is made subject to the City's acceptance of this Purchase Contract on
or before 9:00 p.m. Central Time on January 28, 1999.
I. Purchase and Sale of the Certificates. Upon the terms and conditions and upon the
basis of the representations set forth herein, the Underwriters jointly and severally hereby agree to
purchase from the City, and the City hereby agrees to sell and deliver to the Underwriters an
aggregate of $15,3 55,000 principal amount of City of Lubbock, Texas Tax and Waterworks System
(Limited Pledge) Revenue Certificates of Obligation, Series 1999 (the "Certificates"). The
Certificates shall have the maturities, interest rates and be subject to redemption in accordance with
the provisions of Exhibit A hereto and shall be issued and secured under the provisions of the
Ordinance (as defined below). The purchase price for the Certificates shall be $15,240,070.61
(representing the principal amount of the Certificates, less an Underwriters' discount on the
Certificates of$96,527 .69,1ess an aggregate original issue discount on the Certificates of$18, 401. 70)
plus accrued interest in the amount of$91,569.77.
Morgan Keegan & Co., Inc. represents that it has been duly authorized to execute this
Purchase Contract and has been duly authorized to act hereunder as the Authorized Representative.
All actions that may be taken by the Underwriters may be taken by the Authorized Representative
alone.
2. Ordinance. The Certificates shall be as described in and shall be issued and secured
under the provisions of the Ordinance authorizing the issuance and sale of the Certificates adopted
by the City on January 28, 1999 (the "Ordinance"). The Certificates shall be secured and payable as
provided in the Ordinance.
3. Public Offering. It shall be a condition of the obligations of the City to sell and
deliver the Certificates to the Underwriters, and of the obligations of the Underwriters to purchase
and accept delivery of the Certificates, that the entire principal amount of the Certificates authorized
by the Ordinance shall be sold and delivered by the City and accepted and paid for by the
Underwriters at the Closing. The Underwriters agree to make a bona fide public offering of all of the
Certificates, at not in excess of the initial public offering prices, as set forth in the Official Statement;
provided however at least ten percent (1 00.4) of the principal amount of the Certificates of each
maturity shall be sold to the "public" {exclusive of dealers, brokers and investment bankers, etc.) at
the initial offering price set forth in the Official Statement.
4. Security Deposit. Delivered to the City herewith is a corporate check of the Authorized
Representative payable to the order of the City in the amount of$361,900. Such check is a common
"Good Faith" check for the Certificates and the City's General Obligation Refunding and
Improvement Bonds, Series 1999 {the "Series 1999 Bonds"), and an amount of such check equal to
1% of the principal amount of the Certificates may be applied toward any obligation of the
Underwriters owing as a result of the failure of the Underwriters to accept delivery of the Certificates,
as provided herein. The City agrees to hold such check uncashed until the Closing to ensure the
performance by the Underwriters of their obligation to purchase, accept delivery of and pay for the
Certificates at the Closing. Concurrently with the payment by the Underwriters of the purchase price
of the Certificates, the City shall return such check to the Authorized Representative as provided in
Paragraphs 7 and 8 hereof. Should the City fail to deliver the Certificates at the Closing, or should
the City be unable to satisfy the conditions of the obligations of the Underwriters to purchase, accept
delivery of and pay for the Certificates, as set forth in this Purchase Contract (unless waived by the
Authorized Representative), or should such obligations of the Underwriters be terminated for any
reason 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 Certificates at the Closing as herein
provided, such check shall be retained by the City as and for full liquidated damages for such failure
of the Underwriters and for any defaults hereunder on the part of the Underwriters. The Authorized
Representative hereby agrees not to stop or cause payment on said check to be stopped unless the
City has breached any of the terms of this Purchase Contract.
2
EXHIBIT S.
5. Official Statement. The Official Statement, including the cover pages and
Appendices thereto, of the City, dated January 28, 1999, with respect to the Certificates, as further
amended only in the manner herein provided, is hereinafter Called the "Official Statement." The City
hereby authorizes the Ordinance and the Official Statement and the information therein contained to
be used by the Underwriters in connection with the public offering and sale of the Certificates. The
City confirms its consent to the use by the Underwriters prior to the date hereof of the Preliminary
Official Statement, relative to the Certificates, dated January 6, 1999 (the "Preliminary Official
Statement"), in connection with the preliminary public offering and sale of the Certificates, and it is
"deemed final" as of its date, within the meaning, and for the purposes, of Rule 15c2-12 promulgated
under authority granted by the federal Securities and Exchange Act of 1934 (the ''Rule"). The City
agrees to cooperate with the Underwriters to provide a supply of final Official Statements within
seven business days of the date hereof in sufficient quantities to comply with the Underwriters'
obligations under the Rule and the applicable rules of the Municipal Securities Rulemaking Board.
The Underwriters will use their best efforts to assist the City in the preparation of the final Official
Statement in order to ensure compliance with the aforementioned rules.
If at any time after the date of this Purchase Contract but before the first to occur of (i) the
date upon which the Underwriters notify the City that the period of the initial public offering of the
Certificates has expired or (ii) the date that is 90 days after the date hereof, any event shall occur that
might or would cause the Official Statement to contain any untrue statement of a material fact or to
omit to state a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, the City shall notify
the Authorized Representative, and if, in the opinion of the Authorized Representative, such event
requires the preparation and publication of a supplement or amendment to the Official Statement, the
City will at its expense supplement or amend the Official Statement in the form and in a manner
approved by the Authorized Representative and furnish to the Underwriters a reasonable number of
copies requested by the Authorized Representative in order to enable the Underwriters to comply
with the Rule.
To the best knowledge and belief of the City, the Official Statement contains information,
including financial information or operating data, as required by the Rule. The Issuer has not failed
to comply with any undertaking specified in paragraph (b)(5)(i) of the Rule within the last five years.
6. Representations, Warranties and Agreements oftbe City. On the date hereof, the
City represents, warrants and agrees as follows:
(a) The City is a home rule municipality and a political subdivision of the State of
Texas and a body politic and corporate, and has full legal right, power and authority to enter
into this Purchase Contract, to adopt the Ordinance, to sell the Certificates, and to issue and
deliver the Certificates to the Underwriters as provided herein and to cany out and
consummate all other transactions contemplated by the Ordinance and this Purchase Contract~
(b) By official action of the City prior to or concurrently with the acceptance
hereof, the City has duly adopted the Ordinance, has duly authorized and approved the
execution and delivery of, and the performance by the City of the obligations contained in the
3
EXHIBIT 8
Certificates and this Purchase Contract and has duly authorized and approved the
performance by the City of its obligations contained in the Ordinance and in this Purchase
Contract;
(c) The City is not in breach of or default under any applicable law or
administrative regulation of the State of Texas or the United States (including regulations of
its agencies) or any applicable judgment or decree or any loan agreement. note, order,
agreement or other instrument, except as may be disclosed in the Official Statement, to which
the City is a party or to the knowledge of the City it is otherwise subject, that would have a
material and adverse effect upon the business or financial condition of the City; and the
execution and delivery of this Purchase Contract by the City and the execution and delivery
of the Certificates and the adoption of the Ordinance by the City and compliance with the
provisions of each thereof will not violate or constitute a breach of or default under any
existing law, administrative regulation, judgment, decree or any agreement or other
instrument to which the City is a party or, to the knowledge of the City, is otherwise subject;
(d) AU approvals, consents and orders of any governmental authority or agency
having jurisdiction of any matter that would constitute a condition precedent to the
performance by the City of its obligations to sell and deliver the Certificates hereunder will
have been obtained prior to the Closing;
. (e) At the time of the City's acceptance hereof and at the time of the Closing, the
Official Statement does not and will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
(f) Between the date of this Purchase Contract and the Closing, the City will not.
without the prior written consent of the Underwriters, issue any additional bonds, notes or
other obligations for borrowed money payable in whole or in part from ad valorem taxes
(except for the Series 1999 Bonds), and the City will not incur any material liabilities, direct
or contingent, nor will there be any adverse change of a material nature in the financial
position of the City;
(g) Except as described in the Official Statement. no litigation is pending or, to
the knowledge of the City, threatened in any court affecting the corporate existence of the
City, the title of its officers to their respective offices, or seeking to restrain or enjoin the
issuance or delivery of the Certificates, the levy, collection or application of the ad valorem
taxes pledged or to be pledged to pay the principal of and interest on the Certificates, or in
any way contesting or affecting the issuance, execution, delivery, payment, security or validity
of the Certificates, or in any way contesting or affecting the validity or enforceability of the
Ordinance or this Purchase Contract, or contesting the powers of the City, or any authority
for the Certificates, the Ordinance or this Purchase Contract or contesting in any way the
completeness, accuracy or fairness of the Preliminary Official Statement or the Official
Statement;
4
EXHIBIT a·
(h) The City will cooperate with the Underwriters in arranging for the qualification
of the Certificates for sale and the determination of their eligibility for investment under the
laws of such jurisdictions as the Authorized Representative designates, and will use its best
efforts to continue such qualifications in effect so long as required for distribution of the
Certificates; provided, however, that the City will not be required to execute a consent to
service of process or to qualify to do business in connection with any such qualification in any
jurisdiction;
(i) The descriptions of the Certificates and the Ordinance contained in the Official
Statement accurately summarize certain provisions of such instruments, and the Certificates,
when validly executed, authenticated and delivered in accordance with the Ordinance and sold
to the Underwriters as provided herein, will be validly issued and outstanding obligations of
the City entitled to the benefits of, and subject to the limitations contained in, the Ordinance;
(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 City shall notify the Authorized Representative, and if in the
opinion of the City and the Authorized Representative such event requires a supplement or
amendment to the Official Statement, the City will supplement or amend the Official
Statement in a form and in a manner approved by the Authorized Representative;
. (k) The financial statements contained in the Official Statement present fairly the
financial position of the City as of the date and for the period covered thereby and are stated
on a basis substantially consistent with that of the prior year's audited financial statements;
(/) Any certificate signed by any official of the City and delivered to the
Underwriters shall be deemed a representation and warranty by the City to the Underwriters
as to the truth of the statements therein contained;
(m) The City has not been notified of any listing or proposed listing by the Internal
Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not
be relied upon; and
(n) The City will not knowingly take or omit to take any action, which action or
omission will in any way cause the proceeds from the sale of the Certificates to be applied in
a manner other than as provided in the Ordinance or that would cause the interest of the
Certificates to be includable in gross income of the holders thereof for federal income tax
purposes.
7. Closing. At 10:00 AM .• Central Time, on March 4, 1999 (the "Closing"), the City will
deliver the initial Certificates (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 Certificates, and to provide the Underwriters with the other documents hereinafter mentioned.
On or prior to the date of Closing, the Underwriters shall make arrangements with The Depository
Trust Company ("DTC") for the Certificates to be immobilized and thereafter traded as book-entry
s
EXHIBIT 8
only securities and on the date of Closing the Underwriters wilJ accept such delivery and pay the
purchase price of the Certificates as set forth in Paragraph 1 hereof in immediately available funds.
Concurrently with such payment by the 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 of the date hereof and as of the date of Closing. Accordingly, the
Underwriters' obligations under this Purchase Contract to purchase and pay for the Certificates shall
be subject to the performance by the City of its obligations to be performed hereunder and under such
documents and instruments at or. prior to the Closing, and shall also be subject to the following
conditions:
1 (a) The representations and warranties of the City contained herein shall be true,
cofuplete and correct in all material respects on the date hereof and on and as of the date of
Closing, as if made on the date of Closing;
(b) At the time of the Closing, (i) the Ordinance shall be in full force and effect,
and the Ordinance shall not have been amended, modified or supplemented and the Official
Statement shall not have been amended, modified or supplemented, except as may have been
agreed to by the Authorized Representative; and (ii) the net proceeds of the sale of the
Certificates shall be deposited and applied as described in the Official Statement and in the
Ordinance;
(c) At the time of the Closing, all official action of the City related to the
Ordinance shall be in full force and effect and shall not have been amended, modified or
supplemented;
(d) The City shall not have failed to pay principal or interest when due on any of
its outstanding obligations for borrowed money;
(e) At or prior to the Closing, the Underwriters shall have received each of the
following documents:
(1) The Official Statement of the City executed on behalf of the City by
the Mayor and City Secretary;
(2) The Ordinance certified by the City Secretary under the seal of the City
as having been duly adopted by the City and as being in effect, 'With such changes or
amendments as may have been agreed to by the Underwriters, the Ordinance shall
contain the agreement of the City, in form satisfactory to the Underwriters, that is
6
~..:·xH'BI r 8 · J-\.d ·~
described under the caption "Continuing Disclosure ofinformation" 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 Certificates as required by law and the
registration certificate of the Comptroller ofPublic 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(t){3) hereof, and opining to the effect that (a) the
Purchase Contract has been duly authorized, executed and delivered by the City and
(assuming due authorization by the Underwriters) constitutes a binding and
enforceable agreement of the City in accordance with its terms; (b) in its capacity as
Bond Counsel, such firm has reviewed the information in the Official Statement under
the captions or subcaptions subcaptions "Plan of Financing," "The Obligations"
(exclusive of the information under the subcaptions "Book·Entry Only System" and
. "Bondholders' Remedies''), "Tax Matters," "Continuing Disclosure of Information"
(exclusive of the information under the subcaption "Compliance with Prior
Undertakings"), "Legal Opinions"( exclusive of the last two sentences thereof) and
.. Legal Investments and Eligibility to Secure Public Funds in Texas" and such firm is
of the opinion that such descriptions present a fair and accurate sununary of the
provisions of the laws and instruments therein described and, with respect to the
Certificates, such information conforms to the Ordinance; and (c) the Certificates are
exempt from registration pursuant to the Securities Act of 1933, as amended, and the
Ordinance is exempt from qualification as an indenture pursuant to the Trust
Indenture Act of 1939, as amended;
(6) An opinion of McCall, Parkhurst & Horton L.L.P., Underwriters'
Counsel addressed to the Underwriters, and dated the date of Closing to the effect
that: (i) the Certificates are exempt securities within the meaning of Section 3(a)(2)
of the Securities Act of 1933, as amended, and it is not necessary in connection with
the sale of the Certificates to the public to register the Certificates under the Securities
Act of 1933, as amended, or to qualify the Ordinance under the Trust Indenture Act
of 1939, as amended; and (ii) in their participation in the preparation of the Official
Statement, nothing has come to the attention of said firm that would lead them to
believe that the Official Statement (excluding the financial and statistical data and
forecasts included therein, all as to which no view need be expressed) contains any
untrue statement of a material fact or omits to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not
misleading;
7
EXHIBIT 8
(7) A certificate, dated the date of Closing, signed by the City Manager
and Director ofFinancial 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 ofthe date of Closing as if made on the date of Closing; (ii) except to the
extent disclosed in the Official Statement, no litigation is pending or, to the
knowledge of such persons, threatened in any court to restrain or enjoin the issuance
or delivery of the Certificates, or the levy, collection or application of the ad valorem
taxes pledged or to be pledged to pay the principal of and interest on the Certificates,
or the pledge thereof. or in any way contesting or affecting the validity of the
Certificates, the Ordinance or this Purchase Contract, or contesting the powers of the
City or the authorization of the Certificates or the Ordinance, or contesting in any way
the accuracy, completeness or fairness of the Official Statement (but in lieu of or in
conjunction with such certificate, the Underwriters may, in their sole discretion,
accept certificates or opinions of the City Attorney that, in the opinion thereof, the
issues raised in any such pending or threatened litigation are without substance or that
the contentions of all plaintiffs therein are without merit); (iii) to the best of their
knowledge, no event affecting the City has occurred since the date of the Official
Statement that should be disclosed in the Official Statement for the purpose for which
it is to be used or that it is necessary to disclose therein in order to make the
statements and information therein not misleading in any respect; and (iv) that there
has not been any material and adverse change in the affairs or financial condition of
the City since September 30, 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 of the Closing, of an appropriate officer
of the City to the effect that, on the basis of the facts, estimates and circumstances in
effect on the date of delivery of the Certificates, it is not expected that the proceeds
of the Certificates will be used in a manner that would cause the Certificates to be
arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of
1986, as amended;
(10) Evidence of the rating on the Certificates, which shall be "Aa2" or
better by Moody's Investors Service, Inc. ("Moody's"), "AA" or better by Standard
and Poor's Corporation, a division of the McGraw-Hill Companies, Inc. ("S&P"), and
"AA" or better by Fitch IBCA, Inc., shall be delivered in a form acceptable to the
Underwriters; and
(11) 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
8
EXHIBIT B
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 Certificates as set forth in this Purchase Contract,
or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the
Certificates shall be terminated for any reason permitted by this Purchase Contract, this Purchase
Contract shall terminate, the security deposit referred to in Paragraph 4 of this Purchase Contract
shall be returned to the Authorized Representative and neither the Underwriters nor the City shall be
under further obligation hereunder, except that the respective obligations of the City and the
Underwriters set forth in Paragraphs 10 and 12 hereof shall continue in full force and effect.
9. Termination. The Underwriters may terminate their obligation to purchase at any
time before the Closing if any of the following should occur:
(a) (i) Legislation shall have been enacted by the Congress of the United States,
or recommended to the Congress for passage by the President of the United States or
favorably reported for passage to either House of the Congress by any Committee of such
House; or (ii) a decision shall have been rendered by a court established under Article 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 Certificates or upon income of the general
character to be derived by the City, other than any imposition of federal income taxes upon
interest received on obligations of the general character as the Certificates on the date hereof
and other than as disclosed in the Official Statement, in such a manner as in the judgment of
the Authorized Representative would materially impair the marketability or materially reduce
the market price of obligations of the general character of the Certificates.
(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 1939, as
amended, in connection with the public offering of the Certificates, or any action shall have
been taken by any court or by any governmental authority suspending the use of the
Preliminary Official Statement or the Official Statement or any amendment or supplement
thereto, or any proceeding for that purpose shall have been initiated or threatened in any such
court or by any such authority.
9
EXHIBIT B
(c) (i) The Constitution of the 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 ofTexas by an official, agency or department
thereof, affecting the tax status of the City, its property or income, its bonds or other
obligations (including the Certificates) or the interest thereon, that in the judgment of the
Authorized Representative would materially affect the market price of the Certificates.
(d) (i) A general suspension of trading in securities shall have occurred on the
New York Stock Exchange; or (ii) the United States shall have become engaged in hostilities
(including the escalation of any hostilities existing on the date hereof, whether foreseeable),
the effect of which, in either case described in clause (i) and (ii), that, in the judgment of the
Authorized Representative, would materially affect the market price of the Certificates.
(e) An event described in Paragraph 6G) hereof occurs that, in the opinion of the
Authorized Representative, requires a supplement or amendment to the Official Statement
that is deemed by them, in their discretion, to adversely affect the market for the Certificates.
(f) A general banking moratorium shall have been declared by authorities of the
United States, the State ofNew York or the State of Texas .
. (g) A lowering of the ratings of" Aal," "AA" and "AA", initially assigned to the
Certificates by Moodys, S&P and Fitch, respectively, shall occur prior to the Closing.
10. Expenses. (a) The City shall pay all expenses incident to the issuance of the
Certificates, including but not limited to: (i) the cost of the preparation, printing and distribution of
the Preliminary Official Statement and the Official Statement; (ii) the cost of the preparation and
printing of the Certificates; (iii) the fees and expenses ofBond Counsel to the City; (iv) the fees and
disbursements of the CitYs accountants, advisors, and of any other experts or consultants retained
by the City; and (v) the fees for the bond ratings and any travel or other expenses incurred incident
thereto.
(b) The Undervniters shall pay (i) all advertising expenses in connection with the offering
of the Certificates; (ii) the cost of the preparation and printing of all the underwriting documents; and
(iii) the fee of McCall, Parkhurst & Horton L.L.P. for such firm's opinion required by Paragraph
8(e)(6) hereof.
I 1. 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 Undervniters under this Purchase
Contract may be given by delivering the same in writing to Morgan Keegan & Co., Inc., 5956 Sherry
Lane, Suite 1900, Dallas, TX 75225, Attention: Alan Scarisbrick.
12. Panies in Interest. This Purchase Contract is made solely for the benefit of the City
and the Undervniters (including the successors or assigns of any Undervniter) and no other person
10
EXHIBIT B
shall acquire or have any right under this contract. The City's representations, warranties and
agreements contained in this Purchase Contract that exist as of the Closing, and without regard to
any change in fact or circumstance occurring subsequent to the Closing, shall remain operative and
in full force and effect, regardless of (i) any investigations made by or on behalf of the Underwriters,
and (ii) delivery of any payment for the Certificates hereunder; and the City's representations and
warranties contained in Paragraph 6 of this Purchase Contract shall remain operative and in full force
and effect, regardless of any termination of this Purchase Contract.
13. Severability. If any provision of this Purchase Contract shall be held or deemed to
be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any
constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative or unenforceable in any other case
or circumstances, or of rendering any other provision inoperative or unenforceable to any extent
whatever.
14. Choice of Law. This Purchase Contract shall be governed by and construed in
accordance with the laws of the State of Texas.
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.
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 ofthis
Contract and will.not be used in the interpretation of any provisions of this Contract.
17. Status of the Underwriters. It is understood and agreed that for all purposes of this
Contract and the transactions contemplated hereby the Underwriters have, in their role as
underwriters, acted solely as independent contractors and have not acted as financial or investment
advisors, fiduciaries or agents to or for the City, whether directly or indirectly through any person.
The City recognizes that the Underwriters expect to profit from the acquisition and potential
distribution of the Certificates.
11
EXHIBIT B
18. Effective Date. This Purchase Contract shall become effective upon the execution
of the acceptance hereof by the Mayor of the City and shall be valid and enforceable as of the time
of such acceptance.
Accepted:
This 28th day of January, 1999
Very truly yours,
Morgan Keegan & Co., Inc. NationsBanc
Montgomery Securities LLC
Estrada Hinojosa & Company, Inc.
Siebert Brandford Shank & Co., LLC
By: Morgan Keegan & Co., Inc.
Authorized Representative
By:
Title: Assistant Vice President
By: ________________________________ ___
Mayor
City of Lubbock, Texas
Attest:
City Secretary
City of Lubbock, Texas
12
EXHIBIT B
EXHmiT A
Schedule of Maturities, Interest Rates, Yields and Redemption Provisions
Ci-ty of Lubbock, Texas Tax and Watenvorks S~stem
(Limited Pledge) Revenue Certificates of Obligation, eries 1999
Maturi9' Principal Interest Rate Yield (2/15} Amount (%) (%)
2000 770,000 4.00 3.20
2001 770,000 4.00 3.50
2002 770,000 4.00 3.70
2003 770,000 4.00 3.80
2004 770,000 4.00 3.90
2005 770,000 4.00 3.95
2006 770,000 4.00 4.05
2007 770,000 4.00 4.10
2008 770,000 4.10 4.18
2009 770,000 4.25 4.25
2010 770,000 4.35 4.40
2011 765,000 4.45 4.50
2012 765,000 4.55 4.60
2013 765,000 4.65 4.70
2014 765,000 4.75 4.80
2015 765,000 4.80 4.85
2016 765,000 4.85 4.90
2017 765,000 4.90 4.95
2018 765,000 5.00 5.00
2019 ·765,000 5.00 5.05
The Certificates maturing on and after February 15, 2010 are subject to redemption prior to maturity
at the option of the Issuer on February IS, 2009 or any date thereafter at a price of par plus accrued
interest to the date of redemption.
A-1
EXHIBIT d
EXHIBITS
OPINION OF THE CITY ATTORNEY
March 4, 1999
Morgan Keegan & Co., Inc.
NationsBanc Montgomery Securities LLC
Estrada Hinojosa & Company, Inc.
Siebert Brandford Shank & Co., LLC
j Morgan Keegan & Co., Inc.
5956 Sherry Lane
Suite 1900
Dallas, TX 75225
Ladies and Gentlemen:
I am the City Attorney for the City of Lubbock, Texas (the "City") and have acted as such in
connection with the issuance of"City ofLubboc.k, Texas Combination Tax and Revenue Certificates
of Obligation, Series 1999," in the aggregate principal amount of$15,355,000 (the "Certificates"),
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 malcing my review, I have assumed the authenticity of all documents and agreements
submitted to me as originals confonnity to the originals of all documents and agreements submitted
to me as certified or photostatic copies, the authenticity ofthe 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
ofT exas 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
B-1
EXHIBIT B
' _.__.,..;_ --..
I
the passage of time or the giving of notice, or both, would constitute such a default by the
City under any of the foregoing; and the execution and delivery of the Purchase Contract and
the Certificates, and the adoption of the Ordinance and compliance with the provisions of
each of such agreements or instruments does not constitute a breach of or default under any
applicable law or administrative regulation of the State of Texas or the United States or any
applicable judgment or decree or, to the best of my knowledge, any trust agreement, loan
agreement, bond, note, resolution, ordinance, agreement or other instrument to which the
City is a party or is otherwise subject; and
2. Except as disclosed in the Official Statement, no litigation is pending, or, to my knowledge,
threatened, in any court in any way (a) challenging the titles of the Mayor or any of the other
members of the City Council to their respective offices, (b) seeking to restrain or enjoin the
issuance or delivery of any of the Certificates, or the collection of taxes levied or to be levied
to pay the principal of and interest on the Certificates, (c) contesting or affecting the validity
or enforceability of the Certificates, the Ordinance or the Purchase Contract (d) contesting
the powers of the City or any authority for the issuance of the Certificates, or the adoption
of the Ordinance, or (e) that would have a material and adverse effect on the financial
condition of the City, including, particularly on the financial condition of the Waterworks
System or the Sewer System ofthe City.
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 B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
ExhibltC
to
Ordinance
The following information is referred to In Section 36 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be
provided annually in accordance with such Section are as specified (and induded 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 8, but for the most recently conduded fiscal year.
2. The information contained in Tables 1 through 6 and SA through 20 of the
Official Statement.
Accounting Principles
The accounting principles referred to in such Section are the generally accepted
accounting principles as applicable to governmental units as prescribed by The Government
Accounting Standards Board.
747832.1
THE STATE OF TEXAS
COUNlY OF LUBBOCK
AFFIDAVIT OF PUBLICATION
§
§
§
BEFORE ME, the undersigned authority on this day personally appeared ~~"ft6 /U/tv
----------of the Lubbock Avalanche-Journal, a newspaper published in the 7
City of Lubbock. Texas, who, being by me duly sworn, upon oath deposes and says:
That said newspaper is of general circulation in the City of Lubbock, Texas, and that the
attached "NOTICE OF INTENTION TO ISSUE CllY OF LUBBOCK, TEXAS, REVENUE BONDS",
hereto attached, was published in said newspaper in its issues of
/)u,,., /,c J 1 , 1998; and
.=l:ttrteo/ j 1 1999;
and said newspaper devotes not less than twenty-five percent (25%) of Its total column lineage
to items of general interest. is published not less frequently than once each week, entered as
periodical postal matter in the county where it is published and has been published regularly and
continuously for not less than twelve (12) months prior to the date of the publication of said
"NOTICE OF INTENTION TO ISSUE CllY OF LUBBOCK, TEXAS, REVENUE BONDS".
SWORN TO AND SUBSCRIBED BEFORE ME, this the :J.5 day of ..::J'A0 tJa.!J{
1999.
THE STATE OF TEXAS
COUNTY OF LUBBOCK
AFFIDAVIT OF PUBLICATION
§
§
§
~! 1 BEFORE ME, the undersigned authority on this day personally appeared "r4 h K.t.ll~(n of the Lubbock Avalanche-Journal, a newspapefPUbtished
ir *'e cOnty of Lubbock Texas, who, being by me duly sworn, upon oath deposes and says:
That said newspaper is of general circulation in the City of Lubbock, Texas, and that
\IOTICE OF SALE". hereto attached, was published in said newspaper in its issues of
/}r(,.,/tc t9 l( • 1998; C~t.tzwo/ 3 1 1999; Ju ;r,...,.,_.,, • 1999;
I 11 ...::r;avt<)l , 1999;
..:::O.(Isl& ')' si?L( 1 1999;
and said newspaper devotes not less than twenty-five percent (25o/o) of its total column lineage
to items of general interest. is published not less frequently than once each week, entered as
periodical postal matter in the county where it is published and has been published regular1y and
continuously for not less than twelve (12) months prior to the date of the publication of said
"NOTICE OF SALE".
ffk\ r
1999.
SWORN TO AND SUBSCRIBED BEFORE ME, this the ..J5_ day of ..:lA.nue.ty ,
e PHJWP HERNANDEZ
Notary Publk:, State ol Taxaa
Uy CommisSion Elph8 12.()4·2001 ~~~ Notary P lictStS~ Texas