The URL can be used to link to this page

Home My WebLink AboutOrdinance - 9521-1992 - Combination Tax And Sewer System Subordinate Lien Revenue Certificates. - 04/23/1992ORDINANCE NO. 9521 First Reading April 23, 1992 Item /124 Second Reading May 14, 1992 Item 1110 AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992"; levying an ad valorem tax upon all taxable property in the City and pledging the Net Revenues of the City's Sewer System for the payment of said Certificates; prescribing the terms and details of such Certificates and resolving other matters incident and related to the issuance, sale, security, payment and delivery of said Certificates; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certifica~s of obligation in the maximum principal amount of $34,520,000 for the purpose of pJying contractual obligations to be incurred for {i) the construction of improvementJ and extensions to the City's Wastewater Treatment System, to wit: one new acti~ated sludge treatment plant; headworks facilities, solids handling facilities dig~ster rehabilitation; administration maintenance building, and (ii) professional sertri.ces rendered in connection therewith, 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 _____ ,, 1992 and _____ I_, 1992, the date of the first publication of such notice being not less than fifteeni(l5) days prior to the tentative date stated therein for the passage of the ordin~ce authorizing the issuance of such certificates; and I WHEREAS, no petition, protesting the issuance of such certificates and be~!ing valid petition signatures of at least 5% of the qualified voters of the City, has been !filed with the City Secretary, any member of the Council or any other official of the City on or prior to the date of the passage of this ordinance; and I WHEREAS, the Council hereby finds and determines that all of the certifiqates of obligation described in such notice should be issued and sold at this time; f ow, therefore, I BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBO K: SECTION 1: u o ·za io -Desi io -r·nci I mount-ur ose. Certificates of obligation of the City shal. l be and are hereby authorized to be issu~1d in the aggregate principal amount of $34,520,000 to be designated and bear the title " ITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYS EM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 199211 (the "Certificates"), for the purpose of paying contractual obligations to be incurred for (i) the construction of improvements and extensions to the City's Wastewater Treatment System, to wit: one new activated sludge treatment plant; headworks facilities, solids handling facilities digester rehabilitation; administration mainten4Dce building, and (ii) professional services rendered in connection therewith, pursuarit to authority conferred by and in conformity with the Constitution and laws of the S~te of Texas, including V.T.C.A., Local Government Code, Subchapter C of Chapter l71. SECTION 2: Fully Registered Obligations -Authorized Denominations- Stated Maturities-Date. The Certificates are issuable in fully registered form only; shall be dated May 16, 1992 (the "Certificate Date") and shall be in denominations of $6,000 or any integral multiple thereof and the Certificates shall become due and payable on February 16 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 lnte.rls; Stated Maturity: Amount Rate 1995 $1,725,000 5.50% 1996 1,725,000 5.50% 1997 1,725,000 5.50% 1998 1,725,000 5.50% 1999 1,725,000 5.50% 2000 1,725,000 5.50% 2001 1,725,000 5.50% 2002 1,725,000 6.50% 2003 1,725,000 5.50% 2004 1,725,000 5.50% 2005 1,725,000 5.50% 2006 1,725,000 5.50% 2007 1,725,000 5.50% 2008 1,725,000 5.50% 2009 1,725,000 5.50% 2010 1,725,000 5.50% 2011 1,730,000 5.50% 2012 1,730,000 5.50% 2013 1,730,000 5.50% 2014 1,730,000 5.50% The Certificates shall bear interest on the unpaid principal amount thereof from the date of delivery to the initial purchasers thereof (which date shall be the registration date noted on the Initial Certificates in the "Registration Certificate of Paying Agent/Registrar" to appear thereon) at the per annum rate shown above in this Section, and such interest shall be calculated on the basis of a 360-day year of twelve 30-day months. Interest on the Certificates shall be payable on February 15 and August 15 in each year, commencing February 15, 1993. 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 or 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 (the "Security Register") maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the -2- 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. Interest on each Certificate issued and delivered to a Holder shall accrue from the latest interest payment date that interest on such Certificate (or its Predecessor Certificate) has been paid that precedes the registration date appearing on such Certificate in the "Registration Certificate of Paying Agent/Registrar" (Section 8D hereoO, unless the registration date appearing thereon is an interest payment date for which interest is being paid, in which case interest on such Certificate shall accrue from the registration date appearing thereon and provided further that with respect to the initial payment of interest on a Certificate, such interest shall accrue from the date of delivery of the Certificates (or its Predecessor Certificate) · to the initial purchasers thereof. The selection and appointment of Ameritrust Texas N ationalAssociation, Austin, Texas to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed and the City agrees and covenants to be kept and maintained at the principal office of the Paying Agent/Registrar books and records for the registration, payment and transfer of the Certificates (the "Security Register"), all as provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement" substantially in the form attached hereto as Exhibit A and such reasonable rules and regulations as the Paying Agent/Registrar and City may prescribe; and the Mayor and City Secretary are 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 principal 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 Paying Agent/Registrar is located are -3- authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of'a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business next preceding the date of mailing of such notice. SECTION 4: Redemption. (a) Optional Redemption. The Certificates having Stated Maturities on and after February 15, 2005, shall be subject to redemption prior to maturity, at the option of the City, in whole or in part, and, if in part, in inverse annual maturity, 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, 2004 or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. (b) Exercise of Redemption Option. At least forty-five (45) days prior to a redemption date for the 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 du)y given irrespective of whether received by the Holder. -4- , All notices of redemption shall (i) specify the date of redemption for the Certifica~s, (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 principal 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 6: Registration Transfer -Exchange of Qertificates-Predecessor Certificates, A Security Register relating to the registration, payment, and transfer or exchange of the Certificates shall at all times be kept and maintained by the City at the principal office of the Paying Agent/Registrar, as provided herein and in accordance with the provisions of an agreement with the Paying Agent/Registrar and such rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender . of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer. or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Certificate for transfer at· the principal 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 principal office of the Paying Agent/Registrar. Whenever any Certificates are surrendered for -6- 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 principal 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 cancelled by reason of an exchange or transfer pursuant to · the provisions hereof are hereby defined to be "Predecessor Certificates,'' evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 28 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Certificate called for redemption, in whole or in part, within 45 days of the date fixed for the redemption of such Certificate; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate called for redemption in part. SECTION 6: 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 -6- a certificate of registration substantially in the form provided in Section SC, 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 8D, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon . any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified, registered and delivered. SECTION 7: Initial Certificates. The Certificates herein authorized shall be initially issued as a single fully registered certificate in the total principal amount of $34,520,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1. The Initial Certificate shall be the Certificate 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, the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificate 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 8: 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 shall be printed, lithographed, or engraved or produced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution, but the Initial Certificate(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. -7- B. Fonn of Certificates. REGISTERED NO._ Certificate Date: May 15, 1992 UNITED STATES OF AMERICA STATE OF TEXAS CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATE OF OBLIGATION SERIES 1992 Interest Rate: 5.50% Stated Maturity: Registered Owner: Principal A.mount: RFGJSIERED $ ___ _ CUSIP NO: DOLLARS The City of Lubbock (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Lubbock, State of Texas, for value received, acknowledges itself indebted t.o and hereby promises t.o pay to the Registered Owner named above, or the registered assigns thereof, the Principal Amount stated above, on the Stated Maturity date specified above (or so much thereof as shall not have been paid upon prior redemption) and t.o pay interest on the unpaid Principal Amount hereof (computed on the basis of a 360•day year of twelve 30.day months) from the interest payment date next preceding the "Registration Date" of this Certificate appearing below (unless this Certificate bears a "Registration Date" as of an interest payment date, in which case interest shall accrue from such date, or unless the Registration Date of this Certificate is the delivery date of this Certificate (or its Predecessor Certificate) t.o the initial purchasers, in which case interest shall accrue from such date of delivery to the initial purchasers at the per annum rate of interest specified above; such interest being payable on February 15 and August 15 of each year, commencing February 15, 1993. Principal of this Certificate is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the principal 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 defmed 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 -8- other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. 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 kiay when banking institutions in the City where 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 aay 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. 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 $34,520,000 (herein referred to as the "Certificates") for the purpose of paying contractual obligations to be incurred for (i) the construction of improvements and extensions to the City's Wastewater Treatment System, to wit: one new activated sluage treatment plant; headworks facilities, solids handling facilities digester rehabilitation; administration maintenance building, and (ii) professional services rendered in connection therewith, under and in strict conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A., Local Government Code, Subchapter C of Chapter 271, and pursuant to an Ordinance adopted by the governing body of the City (herein referred to as the "Ordinance"). The Certificates maturing on and after February 15, 2005, may be redeemed . prior to their Stated Maturities, at the option of the City, in whole or in part, and, if in part, in inverse annual maturity, 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, 2004, or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption and upon 30 days prior written notice being sent by United States Mail, first class postage prepaid, to the registered owners of the Certificates to be redeemed, and subject to ~he terms and provisions relating thereto contained in the Ordinance. If this Certifieate (or any portion of the principal sum hereoO shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Certificate (or the portion of the principal sum hereof to be redeemed) shall becdme due and payable, and interest thereon shall cease to accrue from and after the redemption date therefor, provided moneys for the payment of the redemption price and the interest on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar. In the event of a partial redemption of the principal amount of this Certificate, payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Certificate to the Paying Agent/Registrar at its principal office and there shall be issued, without charge therefor to the registered owner hereof, a new Certificate or Certificates of like .9. maturity and interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance of the principal sum hereof. If this Certificate is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer this 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 hereof in the event of its redemption 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, together with the Previously Issued Obligations (as defined in the Ordinance), are additionally payable from and secured by a lien on and pledge of the Net Revenues (as defined in the Ordinance) of the City's Sewer System (the "System"), such lien and pledge, however, being junior and subordinate to the lien on and pledge of the Net Revenues of the System securing the payment of "Prior Lien Obligations" (as defined · in the Ordinance) hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations while the Certificates are outstanding without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise, as well as the right to issue Additional Obligations (as defined in the Ordinance). Reference is hereby made to the Ordinance, a copy of which is on file in the principal 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 properties constituting the System; the Net Revenues pledged to the payment of the principal of and interest on the Certificates; the nature and extent and manner of enforcement of the pledge; the terms and conditions relating to the transfer of this Certificate; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders of the Certificates; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the liens, pledges, charges and covenants made therein 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 principal 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 -10- principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, may treat the registered owner hereof whose name appears on the Security Register (i) on· the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and covenanted that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Certificates by the levy of a tax and a pledge of the Net Revenues of the System 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. -11- IN WITNESS WHEREOF,,~_City Council of the City has caused this Certificate to be duly executed u er the 1eial seal of the City as of the Certificate Date. COUNTERSIGNED: (SEAL) C. * Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § § 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. WITNESS my signature and seal of office this _________ , (SEAL) Comptroller of Public Accounts of the State of Texas *NOTE TO PRINTER: Do not print on definitive Certificates D. Form of Certificate of Paying Agent/Registrar to Appear on definitive Certificates. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued and registered under the provisions of the within-mentioned Ordinance; the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. AMERITRUST TEXAS NATIONAL ASSOCIATION Austin, Texas as Paying Agent/Registrar Registration Date: By ______________ _ Authorized Signature -18- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee:) ......................... ~ .... .. .................................................................................................................................................... -..... . (Social Security or other identifying number: ............................. ) the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints .................... . ••••••••11•••1••11••••••1••••111 II•••••••••••••• I I••••••••••••••••••-l••••l•••••t •••••••••••••••I ••••••••••••••••••••••••••••••• •••••I I••• t • ••••••••••• • attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: .............................. . Signature guaranteed: ................ ··············· ................. . NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. F. The Initial Certificates shall be in the form set forth in paragraph B of this Section, except that the form of the fully registered Initial Certificates shall be modified as follows: (i) immediately under the name of the certificate the beadings "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 installmehts in accordance with the following schedule: ' -14- YEAR PRINCIPAL INSTALLMENTS (Information to be inserted from schedul~ in Exhibit B hereoO. INTEREST RATE (or so much principal thereof as shall not have been prepaid prior to maturity) and to pay interest on the unpaid Principal Amount hereof computed on the basis of a 360-day year of twelve 30-day months at the per annum rates of interest specified above; such interest to accrue on such principal installment amounts when and as such amounts, or portions thereof, are advanced to the City by the initial purchasers and to be payable on February 15 and August 15 of each year, commencing February 15, 1993. Principal installments of this Certificate are payable in the year of maturity or on a prepayment date to the registered owner hereof, upon its presentation and surrender at the principal office of Ameritrust Texas National Association, Austin, Texas (the "Paying Agent/Registrar"). 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. 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 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. 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 9: Defmitions. That for purposes of this Ordinance and for clarity with respect to the issuance of the Certificates, and the levy of taxes and appropriation of Net Revenues therefor, the following words or terms, whenever the same appear herein without qualifying language, are defined to mean as follows: (a) The term "Additional Certificates" shall mean combination tax and revenue certificates of obligation hereafter issued under and pursuant to the provisions ofV.T.C.A., Local Government Code, Subchapter C of Chapter 271, or similar law hereafter enacted and payable from ad valorem taxes and additionally payable from and secured by a lien on and pledge of the Net -15- Revenues of the System on a parity with and of equal rank and dignity with the lien and pledge securing the payment of the Certificates. (b) The term "Certificates" shall mean $34,520,000 "CITY· OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992" authorized by this Ordinance. (c) The term 11Certificate Fund" shall mean the special Fund created and established under the provisions of Section 10 of this Ordinance. · (d) The term 11Collection 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. (e) The term "Fiscal Year" shall mean the annual financial accounting period used with respect to the operations of the System now ending on September 30th of each year; provided, however, the City Council may change, by ordinance duly passed, such annual financial accounting period to end on another date if such change is found and determined to be necessary• for budgetary or other fiscal purposes. (0 The term "Government Obligations" shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and the United States Treasury obligations such as its State and Local Government Series in book-entry form. (g) The term "Gross Revenues" shall mean, with respect to any period, all income, revenues and receipts received from the operation and ownership of the System. (b) The term "Net Revenues" shall mean the Gross Revenues of the System, with respect to any period, after deducting the System's Operating and Maintenance Expenses during such period. (i) The term "Operating and Maintenance Expenses" shall mean all reasonable and necessary expenses directly related and attributable to the operation and maintenance of the System, including, but not limited to, the cost of insurance, the purchase and carrying of stores, materials, and supplies, the payment of salaries and labor, and other expenses reasonably and properly charged, under generally accepted accounting principles, to the operation and maintenance of the System. 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 -16- be considered as "Operating and Maintenance Expenses" for purposes of determining "Net Revenues". (j) The term "Outstanding" when used in this Ordinance with respect to Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Ordinance, except: (1) those Certificates cancelled 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 23 hereof by the irrevocable deposit with the Paying Agent/Registrar, or an authorized escrow agent, of money or Government Securities, or both, in the amount necessary to· fully pay the principal of, premium, if any, and interest thereon to maturity or redemption, as the case may be, provided that, if such Certificates are to be redeemed, notice of redemption thereof shall have been duly given pursuant to this Ordinance or irrevocably provided to be given to the satisfaction of the Paying Agent/Registrar or waived; 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 27 hereof. (k) The term 11Previously Issued Obligations" shall mean (i) the outstanding "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Refunding Bonds, Series 1988,11 (ii) the outstanding "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1988," and (iii) the outstanding "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1991." (1) The term "Prior Lien Obligations" shall mean all bonds or other similar obligations hereafter issued that are payable in whole or in part from and secured by a lien on and pledge of the Net Revenues of the System and such lien and pledge securing the payment thereof is prior and superior in claim, rank and dignity to the lien and pledge of the Net Revenues securing the payment of the Certificates. (m) The term 11Similarly Secured Obligations" shall mean collective]y the Certificates, the Previously Issued Obligations, and any Additional Certificates. -17- (n) The term "System" shall mean the City's sanitary sewer system, being all sanitary sewage collection system, ground storage facilities, effluent disposal and treatment facilities and/or other works and equipment. SECTION 10: Certificate Fund. That, 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 1992 CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATE OF OBLIGATION FUND", which Fund shall be kept and maintained at the City's depository bank, and moneys deposited in said Fund shall be used for no other purpose. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent for the Certificates, from funds on deposit in the Certificate Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Certificates as the same accrues or matures or comes due by reason of redemption prior to maturity; such transfers of funds to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent for the Certificates at the close of business on the last business day next preceding each interest and/or principal payment date for the Certificates. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the "Public Funds Investment Act of 1987" 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 11: Tax Leyy. That to provide for the payment of the "Debt Service Requirements" on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied 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 deposited into the Certificate Fund. This governing body hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. -18- The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates herein authorized to be issued shall be determined and accomplished in the following manner: (a) Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council el.tall determine: (1) The amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of Net Revenues of the System appropriated and allocated to pay such Debt Service Requirements prior to the Collection Date for the ad valorem taxes to be levied. (2) The amount of Net Revenues if any, appropriated and to be set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (3) The amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (b) The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (3) above less the sum total of the amounts established in paragraphs (l)and (2), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 12: Pledge of Revenues. The City hereby covenants and agrees that, subject only to a prior lien on and pledge of the Net Revenues of the System for the payment and security of Prior Lien Obligations, the Net Revenues of the System, with the exception of those in excess of the amounts required to be deposited to the Certificate Fund as hereafter provided, are hereby irrevocably pledged, equally and ratably, to the payment of the principal of and interest on the Similarly Secured Obligations as herein provided, and the pledge of the Net Revenues of the System herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the System in accordance with the terms and provisions hereof and be -19· 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 13: System Fund. The City hereby reaffirms its covenant and agreement made in connection with the issuance of the Previously Issued Obligati()ns that all Gross Revenues (excluding earnings from the investment of money held in any special funds or accounts created for the payment and security of Prior Lien Obligations) shall be deposited from day to day as collected into a "City of Lubbock, Texas, Sewer 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: Equally and ratably to the payment of the amounts required to be deposited in the special funds and accounts created and established · for the payment of the Similarly Secured Obligations. 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 14: Deposits to Certificate Fund. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to each interest and principal payment date from the Net Revenues of the System, after deduction of all payments required to be made to special Funds or accounts created for the payment and security of the Prior Lien Obligations, an amount equal to one hundred per centum (100%) of the amount required to fully pay the accrued interest and principal of the Certificates then due and payable by reason of maturity or redemption prior to maturity, such deposits to pay accrued interest and principal on the Certificates to be made in substantially equal monthly installments on or before the last business day of each month beginning the month the Certificates are delivered to the initial purchaser. The monthly deposits to the Certificate Fund, as hereinabove provided, shall be made until such time as such Fund contains an amount equal to pay the principal of and interest on the Certificates to maturity. Ad valorem taxes levied, collected and -20- deposited in the Certificate Fund for and on behalf of the Certificates may be taken into consideration and reduce the amount of the monthly deposits otherwise required to be deposited in the Certificate Fund from the Net Revenues of the System. In addition, any proceeds of sale of the Certificates in excess of the amount required to pay the contractual obligations to be incurred (including change orders to a construction contract) shall be deposited in the Certificate Fund, which amount shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes and the Net Revenues of the System. SECTION 15: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 16: Maintenance of System -Insurance. While the Certificates remain Outstanding, the City covenants and agrees to maintain and operate the System with all possible efficiency and to maintain casualty and other insurance on the properties of the System and its operations of a kind and in such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type business; and that it will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Texas. SECTION 17: Rates and Charges. The City hereby covenants and agrees that rates and charges for services provided by the System will be established and maintained, on the basis of all available information and experience and with due allowance for contingencies, that are reasonably expected to provide Gross Revenues to pay: (a) Operating and Maintenance Expenses of the System; (b) the interest on and principal of Prior Lien Obligations and the amounts required to be deposited into any special Funds created and established for the payment and security of the Prior Lien Obligations; (c) the amounts required to be deposited in the special Funds or Accounts created for the payment of the Similarly Secured Obligations; (d) any other legally incurred indebtedness payable from the revenues of the System and/or secured by a lien on the System or the revenues thereof. SECTION 18: Recqrds and Accounts -Annual Audit. The City further covenants and agrees that w;b.ile any Certificates remain Outstanding, it will keep and maintain accurate and complete records and accounts pertaining to the ownership, operation and maintenance of the System. The Holders of the Certificates or any duly authorized agent or agents of such Holders shall have the right to inspect the System -21- and all properties comprising the same. The City further agrees that following•the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of Certified Public Accountants. Copies of each annual audit shall be furnished to the Executive Director of the Municipal Advisory Council of Texas at his office in Austin, Texas and to the initial purchaser of the Certificates and any subsequent Holder of 10% or more in principal amount of the Certificates Outstanding. SECTION 19: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Ordinance, the owner or owners of any of the Certificates shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescense therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 20: follows: Special Covenants. The City hereby further covenants as (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 V.T.C.A., Local Governmental Code, Subchapter C of Chapter 271. (b) Other than for the payment of the Certificates and the Previously Issued Obligations, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System. SECTION 21: 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 or any other limitation or restriction. In addition, the City reserves the right to issue Additional Certificates, without limitation or any restriction or condition being applicable to their issuance under the -22- terms of this Ordinance, payable from and secured by a lien on and pledge of the Net Revenues of the System of equal rank and dignity, and on a parity in all respects, with the lien thereon and pledge thereof securing the payment of the Certificates. SECTION 22: 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 23: Satisfaction of Obligations of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal· of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Net Revenues of the System under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at maturity or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. The City covenants that no deposit of moneys or Government Securities will -23- be made under this Section and no use made of any such deposit which would c9:use the Certificates to be treated as "arbitrage bonds" within the meaning of Section ~48 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. · Any moneys so deposited with the Paying Agent/Registrar and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of four (4) years after the maturity, or applicable redemption date, of the Certificates 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 24: Ordinance a Contract -Amendments. This Ordinance s}lall constitute a contract with the Holders from time to time, be binding on the City, ,-md 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 (8) reduce the aggregate principal amount of Certificates required to be held by Holders for consent to any such amendment, addition, or rescission. SECTION 25: 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. -24- In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 26: Cancellation. Certificates surrendered for payment, redemption, transfer, or exchange, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled 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 cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying Agent/Registrar shall be returned to the City. SECTION 27: Mutilated, Destroyed, Lost and Stolen Certificates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Certificates. -25- SECTION 28: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section 28, the following terms have fhe following meanings: "Code" means the Internal Revenue Code of 1986, as amended by• all legislation, if any, enacted on or before the date of delivery of the Certificates to the initial purchaser(s) thereof. "Computation Date" has the meaning stated in Treas. Reg. § 1.148-8T(b)(l). "Gross Proceeds" has the meaning stated in Treas. Reg.§ 1.148-8T(d). "Investment" has the meaning stated in Treas. Reg.§ 1.148-8T(e). "Net Proceeds" of the Certificates means the proceeds of the Certificates. "Nonpurpose Investment" means any Investment in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purpose of the Certificates. "Rebatable Arbitrage" has the meaning stated in Treas. Reg.§ 1.148-2T. ''Yield of' (1) any Investment shall be computed in accordance with Treas. Reg. §l.148-2T, and (2) the Certificates has the meaning stated in Treas. Reg. § 1.148-ST. (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 shall have received a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exclusion of interest on any Certificate from gross income for federal income tax purposes pursuant to Section 103 of the Code, the City shall comply with each of the specific covenants in this Section. -26- (c) No Private Use or Private Payments. Proceeds of the Certificates andithe facilities financed with the proceeds of the Certificates will not be used in a manner that would cause the Certificates to be "private activity bonds," as that term is defihed in section 141 of the Code. Except as permitted by section 141 of the Code and ithe regulations and rulings thereunder, the City shall, at all times prior to the last Stated Maturity of Certificates, 1 (1) exclusively own, operate, and possess all property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds of the Certificates and not use or permit the use of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds in any activity carried on by any person or entity other than a state or local government, unless such use is solely as a member of the general public, or (2) not directly or indirectly impose or accept any charge or other payment for use of Gross Proceeds of the Certificates or any property the acquisition, construction, or improvement of which is to be financed directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if (1) property acquired, constructed, or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes, (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output, or similar contract or arrangement, or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, the City shall not, at any time prior to the final Stated Maturity of the Certificates, directly or indirectly invest Gross Proceeds of the Certificates in any Investment (or use such Gross Proceeds to replace money so invested}, if as a result of such investment the Yield of all Investments allocated to such Gross Proceeds whether then held or previously disposed of, exceeds the Yield of the Certificates. (t) Not Federally Guaranteed. Except to the extent permitted by section 149(b} of the Code and the regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally -27• guaranteed within the meaning of Section 149(b) of the Code and the regulations and rulings thereunder. (g) Information Report. The City shall timely file with the Secretary of the Treasury the information required by section 149(e) of the Code with respect to the Certificates on such form and in such place as such Secretary may prescribe. (h) Payment of Rebatable Arbitrage. Except to the extent otherwise provided in section 148(0 of the Code and the regulations and rulings thereunder, (1) The City shall account for all Gross Proceeds of the Certificates (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 maintain all records of such accounting with the official transcript of the proceedings relating to the issuance of · the Certificates until six years after the final Computation Date. The City may, however, to the extent permitted by law, commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall either (i) cause to be calculated by a nationally recognized accounting or financial advisory firm or (ii) calculate and cause its calculations to be verified by a nationally recognized accounting or financial advisory firm, in either case in accordance with rules set forth in section 148(0 of the Code and Treas. Reg.§ 1.148-2T and rulings thereunder, the Rebatable Arbitrage with respect to the Certificates. The City shall maintain such calculations with the official transcript of the 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 initial purchasers thereof and the loan of the money represented thereby, and in order to induce such purchase by measures designed to result in 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 the amount described in paragraph (2) above and the amount described in paragraph (4) below, at the times, in the installments, to the place, in the manner, and accompanied by such forms or other information as is or may be required by section 148(0 of the Code and Treas. Reg.§§ 1.148-lT through 1.148-9T and rulings thereunder. ( 4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (2) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any -28- Correction Amount as descn"bed in Treas. Reg. § 1.148-1 T(c)(2) and any penalty under Treas. Reg.§ 1.148-1T(c)(3)(ii)(B). SECTION 29: Sale of the Certificates. The sale of the Certificates to the Texas Water Development Board (herein referred to as the "Purchasers" or the ''Board11 ) at the price of par is hereby approved and confirmed. Delivery of the Certificates to . the Purchasers shall occur as soon as possible upon payment being made therefor in accordance with the terms of sale. SECTION 30: Proceeds of Sale; Construction Fund. The City hereby creates a construction fund account in the City's depository bank, which is known as the "Construction Fund", into which shall be deposited all proceeds derived from the sale of the Certificates, all in accordance with Section 32 of this Ordinance and this Section. To the extent of conflict between this Section and Section 32, Section 32 controls. Moneys on deposit in the Construction Fund shall be disbursed only for payment of the costs of the project financed. All expenditures for construction, labor and materials shall be disbursed only upon receipt of a certificate of Black & Veatch Engineers, the engineer named in the City's Application to the Board, or of a substitute engineer acceptable to the Board, based upon estimates of work and material furnished as approved by them and submitted to the City and the City's engineer for approval prior to payment. The City shall keep records of the nature and amount of all Construction Fund expenditures and make the same available to the engineers at all reasonable times. Should there be any balance in the Construction Fund after all such costs of the Project have been paid, such balance shall be placed in the Certificate Fund. Subject to the limitations of the Public Funds Investment Act of 1987, moneys in the Construction Fund may be invested in one or more of the following (a) Government Obligations, (b) certificates of deposit of any bank or trust company which are fully secured by a pledge of direct obligations of, or obligations of which the principal and interest are guaranteed by, the United States of America to the extent such certificates are not insured, which obligations shall mature on dates which coincide as closely as practicable to the dates when money will be needed to pay construction costs as such dates are estimated in schedules prepared by the engineer and furnished the City. All earnings realized from these investments shall be transferred to the Certificate Fund. SECTION 31: Control and ~stody 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. -29- Furthermore, the Mayor, City Secretary, City Manager, and Assistant City Manager for 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 to the purchasers. SECTION 32: Compliance with State Revolving Loan Fund Rules. In compliance with the State Revolving Loan Fund Permanent Rules of the Board, the City agrees and covenants: (1) to keep and maintain full and complete records and accounts pertaining to the construction of the project financed with the proceeds of sale of the Certificates, including the construction fund account created below, in accordance with the standards set forth by the Government Accounting Standard Board; (2) a "Special City of Lubbock SRF Loan Construction Fund" has been created and established by Section 30 of this Ordinance at an official depository of the City (the "Construction Fund") for the receipt and disbursement of all proceeds from the sale of the Certificates and all other funds acquired by the City in connection with the planning and construction of the projects financed, in whole or in part, by the Bo~d pursuant to a loan evidenced by the Certificates and all funds deposited to the credit of the Construction Fund shall be disbursed only for the payment of costs and expenses incurred in connection with the planning and building of such projects as approved by the Board and as otherwise allowed by the rules; (3) upon completion of the construction of the projects financed, in whole or in part, by the loan evidenced by the Certificates, to provide a final accounting to the Board of the total costs of the projects. If the projects as finally completed were built at a total cost less than the amount of available funds for building the projects, or if the Executive Administrator of the Board disapproves construction of any portion of such projects as not being in accordance with the plans and specifications, the City agrees to immediately, with filing of the final accounting, return to the Board the amount of any such excess and/or the cost determined by the Executive Administrator of the Board relating to the parts of such projects not built in accordance with the plans and specifications, to the nearest multiple of the authorized denominations for the Certificates, upon the surrender and cancellation of a like amount of such Certificates held by the Board in inverse order of their Stated Maturities. In determining the amount of available funds for building the project, the City agrees to account for all amounts deposited to the credit of the Construction Fund, including all loan funds extended by the Board, all other funds available from the projects as -80- described in the project engineer's or fiscal representative's sufficiency of funds statement and all interest earned by the City on money in the Construction Fund; (4) notwithstanding the provisions of Section 16 hereof, to maintain adequate insurance coverage on the projects financed with the proceeds of the Certificates in amount.a adequate to protect the Board's interest; (5) to implement any water conservation program required by the Board until all financial obligations to the State have been discharged; (6) to comply with any special conditions specified by the Board's environmental determination until all financial obligations to the State have been discharged; and (7) to abide by the Board's rules and relevant state statutes. SECTION 33: Legal Opinion. The Purchaser's obligation to accept delivery of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski, Attorneys, approving such Certificates as to their validity, said opinion to be dated and delivered as of the date of final delivery and payment for the Certificates. SECTION 34: 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 35: Benefit§ 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 it.s provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. SECTION 36: Inconsistent Provisions. All ordinances, orders or resolutions, or part.a 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 37: 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. -Sl- SECTION 38: Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 39: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 40: 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 41: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. SECTION 42: 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, this 23rd day of April, 1992. PASSEDANDADOPTEDO,~'2:!A,,,/ONDANDFINALREADING,thisl4thday of May, 1992. ATTEST: City -32- tC CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS § § COUNTY OF LUBBOCK § § CITY OF LUBBOCK § I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That on the 23rd day of April, 1992, the City Council of the City of Lubbock, Texas, convened in regular session at its regular meeting place in the·· City Hall of said City; the duly constituted members of the Council being as follows: B. C. MCMINN T. J. PATTERSON BILL MALOY JOAN BAKER MAGGIE TREJO M.J. ADERTON VACANCY MAYOR MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER all of said persons were present at said meeting, except the following: _____ _ 'RONE • Among other business considered at said meeting, the attached resolution entitled: AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992"; levying an ad valorem tax upon all taxable property in the City and pledging the Net Revenues of the City's Sewer System for the payment of said Certificates; prescribing the terms and details of such Certificates and resolving other matters incident and related to the issuance, sale, security, payment and delivery of said Certificates; and providing an effective date. was introduced and submitted to the Council for passage and adoption. After presentation and due consideration· of the resolution, and upon a motion made by Councilmember T • J • Patterson and seconded by Councilmember Maggie Trejo the resolution was fmally passed and adopted by the Council by the following vote: I I ~ voted "For" ~ voted "Against" ~ abstained 169961'1 1 .-. all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached resolution is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, each member of the Council was given actual notice of time, place and purpose of the meeting and had actual notice that the matter would be considered; and that said meeting, and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the entitled resolution, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section SA, V .A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the 23rd day of April, 1992. (City Seal) 1699MI .• .• l CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS § § COUNTY OF LUBBOCK § § CITY OF LUBBOCK § I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That on the 14th day of May, 1992, the City Council of the City of Lubbock, Texas, convened in regular session at its regular meeting place in the City Hall of said City; the duly constituted members of the Council being as follows: DAVID R. LANGSTON T. J. PATTERSON BILL MALOY JOAN BAKER MAGGIE TREJO M. J. ADERTON RANDY NEUGEBAUER MAYOR MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER all of said persons were present at said meeting, except the following: _____ _ NONE . Among other business considered at said meeting, the attached resolution entitled: AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992"; levying an ad valorem tax upon all taxable property in the City and pledging the Net Revenues of the City's Sewer System for the payment of said Certificates; prescribing the terms and details of such Certificates and resolving other matters incident and related to the issuance, sale, security, payment and delivery of said Certificates; and providing an effective date. was introduced and submitted to the Council for passage and adoption. After presentation and due consideration of the resolution, and upon a motion made by Councilmember Randy Neugebauer and seconded by Councilmember Maggie T:,;ejo the resolution was finally passed and adopted by the Council by the following vote: _J_ voted "For" _o_ voted "Against" 1699513 ,. • all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached resolution is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, each member of the Council was given actual notice of time, place and purpose of the meeting and had actual notice that the matter would be considered; and that said meeting, and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the entitled resolution, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V.A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the 14th day of May, 1992. (City Seal) 111996.1. ,. May 14, 1992 Item /110 GENERAL CERTIFICATE THE STATE OF TEXAS § § COUNTY OF LUBBOCK § § CITY OF LUBBOCK § WE, the undersigned, Mayor and City Secretary, respectively, of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. Relative to Tax-Sup_ported Indebtedness. That the total principal amount of indebtedness of .the City, including the proposed $34,520,000 "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992," dated May 15, 1992, payable from ad valorem taxes levied and collected by the City is as follows: OUTSTANDING INDEBTEDNESS SERIES 1992 CERTIFICATES TOTAL INDEBTEDNESS $ 89,783,752 34,520.000 $124,303,752 2. Relative to Debt Service Requirements. That a debt service requirement schedule for the City's above-described outstanding indebtedness as well as the proposed $34,520,000 "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992," dated May 15, 1992, is attached hereto as Exhibit A and made a part of this certificate for all purposes. 3. Relative to City Officials. That certain duly qualified and acting officers of said City are as follows: · 4. RANETTE BOYD LARRY J. CUNNINGHAM J. ROBERT MASSENGALE Relative to Incorporation. MAYOR CITY SECRETARY CITY MANAGER ASSISTANT CITY MANAGER FOR FINANCIAL SERVICES - CITY TREASURER I That said City is incorporated under the General Laws of the State of Texas, and is operating under the Home Rule Amendment to the Texas Constitution, Section 5, Article XI, as amended in 1912; the City Charter was originally adopted at an election held on December 27, 1917, and said Charter has not been amended or revised in any respect since May 7, 1988, the date of the last Charter Amendment Election. 5. Relative to Taxable Values. That the assessed value of all taxable property (net of exemptions) in the City, as shown by the tax rolls for the year 1991, and which have been duly approved and are the latest official assessment of taxable property in the City is as follows: TOTAL ASSESSED TAXABLE VALUES OF REAL AND PERSONAL PROPERTY 6. Relative to Nonencumbrance. $4,741,607,780 Save and except for the pledge of the income and revenues of the City's Sewer System to the payment of principal and interest to become due with respect to the proposed "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992," dated May 15, 1992, and the ''City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1988," and the "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Refunding Bonds, Series 1988,'' said income and revenues of said System have not been pledged or hypothecated in any other manner or for any other purpose; and the above obligations evidence the only liens, encumbrances or indebtedness of said System or against the income and revenues of such System. 7. Relative to Income and Revenues. The following is a schedule of the gross receipts, operating expenses and net revenues of the City's Sewer System for the years stated: Fiscal Year Gross Operating Net Ending 9-30 Receipts Expenses Revenues 1986 $ 4,194,086 $2,085,015 $2,109,071 1987 5,001,994 3,248,237 1,753,757 1988 6,370,167 4,201,440 2,169,327 1989 9,097,080 4,124,560 4,972,520 1990 10,334,826 4,054,261 6,280,565 1991 9,417,207 4,402,344 5,014,863 8. Relative to Utilitr Properties. The sewer utility properties owned, operated and maintained by the : City currently provides sewer services to approximately 184,121 inhabitants of the City. 1700:) -2- As of the date hereof, no question is pending and no proceedings of any nature have been instituted in any manner questioning the City's right and title to its utility properties or its authority· to operate the same. 9. Relative to Rates and Charges. The current monthly rates and charges for services provided by the City's Sewer System are as follows: SEWER RATES Residential First 3,000 gallons (minimum) Next 7,000 gallons Over 10,000 gallons Maximum Monthly Charge Commercial/Industrial {1) First 3,000 gallons (minimum) Over 3,000 gallons (1) Industrial Waste Surcharges: Biochemical Oxygen Demand and grease Suspended Solids 10. Relative to No Petition. Present Rate (effective 10/1/91) $ 5.60 $ .68/M gallons No additional charge $10.36 $5.60 $ .68/M gallons $0.1076/lb. $0.0918/lb. That no petition of any kind or character has been filed with the Mayor, City Secretary or any other official of the City protesting the issuance of the proposed "City of Lubbock, Texas Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 199211 • 11. Relative to Interest Earnings. That interest earnings on proceeds from the sale of $34,520,000 "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992" will be deposited to the Certificate Fund established by the ordinance authorizing the issuance of the obligations, save and except during the time of construction of improvements and extensions being financed by such obligations, such interest earnings, upon approval of the governing body of the City, will be used for the construction of improvements and extensions for which such obligations are being issued. l'IOOll .3. • ,. (City Seal) 17005 -4- Messrs. Fulbright & Jaworski 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 May 14, 1992 RE: $34,520,000 "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992", dated May 15, 1992 Gentlemen: Enclosed you will find five Certificates as to Tax Exemption executed but undated. At such time as the above described certificates are delivered to the purchaser, you are authorized to complete and date each of these certificates. 17041/S Very truly yours, £-~7e!e sistant City Manger for Financial Services City of Lubbock, Texas J. ROBERT MASSENGALE Ms. Arlene Chisholm Economic Analysis Center Comptroller of Public Accounts P.O. Box 13528, Capitol Station Austin, Texas 78711 May 14, 1992 RE: $34,520,000 "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 199211, dated May 15, 1992 Dear Ms. Chisholm: When the Initial Certificate of the series described above has been received from the Attorney General, please register the same on behalf of the City, and when so registered, forward it by overnight delivery to the firm of Fulbright & Jaworski, 2200 Ross Avenue, Suite 2800, Dallas, Texas 75201, Attention: Mark S. Westergard for further handling under our instructions to them. It is further requested that three copies of the approving opinion of the Attorney General and Comptroller's Registration Certificate be enclosed with the Initial Certificate when it is sent to said firm. r·· 1704:ln ( ;'-ly yo rs, ayor, City of Lu DAVID R. LANGSTON Attorney General of Texas 411 West 13th Street -4th Floor Austin, Texas 78701 Attention: Public Finance Division May 14, 1992 RE: $34,520,000 "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992", dated May 15, 1992 Ladies and Gentlemen: Enclosed herewith is the Initial Certificate of the above series and a Signature and No-Litigation Certificate relating thereto, executed and completed except as to date. When the record of proceedings relating to the issuance of the above referenced series and the Initial Certificate have been approved by your office, this will be your authority to insert that date in the Signature and No-Litigation Certificate and deliver such Initial Certificate to the Comptroller of Public Accounts for registration. Should any litigation in any way affecting the issuance of the certificates or the security for the payment thereof develop prior to that date, the undersigned or other official of the City, will notify you at once by telephone and by telegraph. You may thus be assured that there is no such litigation at the time the certificates are finally approved unless notice to the contrary has en in the manner aforementioned. 17041/1 t· May 14, 1992 Ameritrust Texas National Association 1000 San Jacinto Center 98 San Jacinto Blvd. Austin, Texas 78701 Attention: Janna Hill RE: $34,520,000 "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992", dated May 15, 1992 . Dear Ms. Hill: In reference to the above described series of obligations, the delivery of the same to the initial purchasers is to occur at your Bank with one (1) fully registered obligation in the total principal amount of said series (the "Initial Obligation"). When the Initial Obligation has been approved by the Attorney General and registered by• the Comptroller of Public Accounts, it will be sent by the Comptroller to the City's Bond Counsel, Fulbright & Jaworski, Attorneys at Law, 2200 Ross Avenue, Suite 2800, Dallas, Texas for their examination. After the examination of the Initial Obligation by said Firm, the same will be sent to you and thereupon you are authorized to deliver the same to the initial purchasers thereof, to wit: Texas Water Development Board, or their order, upon payment being made therefor in immediately available funds in accordance with the terms of the Certificate and Receipt for Payment enclosed herewith. When payment for the obligations bas occurred, please transmit the proceeds thereof by the fastest means available in immediately available funds to the City's depository bank, American State Bank, Lubbock, Texas, Attention: Selma Sedgwick. Enclosed herewith you will find four copies of the Signature and No-Litigation Certificate and three copies of the Certificate and Receipt for Payment executed and completed except as to date. When payment for the obligations is made, please date and release one copy of the Signature and No-Litigation Certificate to the purchasers and forward the remaining copies of said Certificate and all executed and dated copies of the Certificate and Receipt for Payment to Bond Counsel at the address shown above. 11041/4 ,. Should any litigation having any effect upon the subject obligations develop prior to the time you have received payment for same the undersigned or other official of the City will notify you at once by telephone y egraph. You may thus be assured that there is no such litigation at the ti the obli tions e delive d to you unless you have been advised otherwise in the · r ment10ned. 311 12-89 3497 ,_ 8038-G (Rev. October 1989) Department af the Trusur, lntetNI Rewnue Serw:e Information Return for Tax-Exempt Governmental Obllgatlons • Under Section J49(e) • Set aeparate ln1tructlon1 0MB No. 1~5-0720 Expires 5-31-92 (Use form 8038-GC if the Issue price is under S 100,000) Check box if Amended Return • l lssuer·s name 2 Issuer's employer identification number City of Lubbock, Texas 75-600059-0 3 Number and street 1625 13th Street 4 Repart number 01992 - 5 City or town, state, and ZIP code Lubbock, Texas 79401 fi Date of issue 7 Name of Issue i yo Lu , Texas, Combination Tax and Sew tCUSIPNumber System Subordinate Lien Revenue Certificates of 9 Check box if obligations are tax or other revenue anticipation bonds • 0 10 Check box if obligations are in the form of a lease or installment sale • D 11 0 Education • , • • • • • . . • • • . . . . . • • 12 0 Health and hospital • 13 0 Transportation • . 14 0 Public safety • • • 15 0 Environment(includingsewage bonds) 16 0 Housing • . • • • • . • • • 17 0 Utilities • • . • • • • . • 18 0 Other. Describe (see Instructions)•-------------------- 19 Final maturity • 20 Entire issue • . (1) Maturity date (b) Interest rate (C) lssuei:mce Uses of Ori lnal Proceeds of Bond Issues lncludin Proceeds used for accrued interest • • • • . • • • • . • • • • Issue price of entire issue (enter line 20c) • • • • • • • • Proceeds used for bond issuance costs (including underwriters' discount). Proceeds used for credit enhancement • • • • • . • • • • • Enter the remaining weighted average maturity of the bonds to be refunded Enter the last date on which the refunded bonds will be called • • • • Enter the date s the refunded bonds were issued • 23 24 25 26 .• ' . • 32 Enter the amount of the state volume cap allocated to the issue • • • • • • • • • • • • • • 33 Enter the amount of the bonds desisnated by the issuer under section 265(bX3XBXiXIII) (small issuer exception) • • • • • . • • • • • • • • • • • • • • . . • • • • • • • 34 Pooled financings: Issue price a Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units • b Check box if this issue is a loan made from the proceeds of another tax-exempt issue • 0 and enter the name of the issuer • and the date of the issue • years Under penalties al pe!Jury, I declare that I have eummed tll11 return and ac:c:ompany1ng schedules ana atatements. ana to the !lest of my knowleel&e 1ncr behef, they are true. correct. 1na camplete. Please Sign Here for Paperwork Reduction Act Notice. see pace 1 of the ln1tructlon1. (The next page ii 3497•3.] J. Robert Massengale Asst. City Manager for • Financial Services Type ar pr,nt name and trtle ,ann 8038-G (Rev. 10-89) TELEPHONE: 214/855•8000 P"ACSIMILE: 214/855·8200 WRITER'S DIRECT DIAL NUMBER: 214/855•8002 FULBRIGHT & JAWORSKI 2200 Ross AVENUE SUITE 2800 DALLAS, TEXAS 75201 May 13, 1992 VIA FEDERAL EXPRESS Ms. Ranette Boyd City Secretary 1625 13th Street Lubbock, Texas 79401 HOUSTON WASHINGTON, D.C. AUSTIN SAN ANTONIO DALLAS NEW YORK LOS ANGELES LONDON ZURICH HONG KONG RE: $34,520,000 "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992" Dear Ranette: Enclosed herewith are the proceedings relating to the issuance of the above described certificates. The enclosures are as follows: 1. Two copies of the Ordinance authorizing the issuance of the certificates. When executed, one copy is for the City's records and one copy is to be returned to us. 2. Five copies of the Certificate of City Secretary relating to passage of the ordinance on first reading. When completed and executed, one copy is for the City's records and four copies are to be returned to us. 3. Five copies of the Certificate of City Secretary relating to the passage of the ordinance on second reading. When completed and executed, one copy is for the City's files and four copies are to be returned to us. 4. Five copies of the General Certificate to be dated and executed. Retain one copy for your files and return four copies to us. The debt service requirement schedule attached as Exhibit A will be furnished by First Southwest Company. 5. Five copies of Signature and No-Litigation Certificate to be executed by the Mayor and City Secretary and their signatures notarized. The seal of the City is to be impressed on each Certificate. DO NOT DATE these Certificates as they will be dated at the time of delivery. Return all copies to us. Ms. Ranette Boyd May 13, 1992 Page2 The signatures of the City officials must conform to the signatures of those officials signing the Initial Certificates. 6. Three copies of the Paying Agent/Registrar Agreement relating to the Certificates. After execution, all copies should be returned to us. We will forward them on to Ameritrust Texas National Association. 7. Five copies of Certificate as to Tax Exemption to be signed and left undated. Return all signed copies to us. 8. Two copies each of four letters of instruction to be signed by the appropriate City officials. Retain one copy of each letter for your files and return one copy to us. 9. The Initial Certificate to be signed, sealed and returned to us. 10. Three copies of Form 8038-G to be signed and returned to us. We will complete the form and file with Internal Revenue Service after delivery of the certificates. Please call if you have any questions. MSW/le Enclosures 17119 Very truly yours, M~-~gard NOTICE OF INTENTION TO ISSUE CITY OF LUBBOCK, TEXAS, CERTIFICATES OF OBLIGATION NOTICE IS HEREBY GIVEN that the City Council of the City of Lubbock, Texas, will convene at its regular meeting place in the City Hall of Lubbock, Texas at 9:00 o'clock A.M. on the 23rd day of April, 1992, and, during such meeting, the City Council will consider the passage of an ordinance authorizing the issuance of certificates of obligation in an amount not to exceed THIRTY FOUR MILLION FIVE HUNDRED TWENTY THOUSAND DOLLARS ($34,520,000) for the purpose of paying contractual obligations to be incurred for (i) the construction of improvements and extensions to the City's Wastewater Treatment System, to wit: one new activated sludge treatment plant; headworks facilities, solids handling facilities digester rehabilitation; administration maintenance building, and (ii) professional services rendered in connection therewith, such certificates to be payable from ad valorem taxes and a lien on and pledge of the net revenues derived from the operation of the City's Sewer System. The Certificates are to be issued and this notice is given, under and pursuant to the provisions of V.T.C.A., Local Government Code, Subchapter C of Chapter 271. 7 1 1 0 £ Secretary, ck, Texas Ranette Boyd The above referenced notice was·;posted on the bulletin board located by the east entrance of City Ha 1, 1625 13th Street, Lubbock, TX at :oo f.Yk. on this 2~th day of March, 1992. ( :harle~ W. Jenness, (,"Ju1im1t111 Thomas \1. Dunning .. lln11/Jrr :'\oc Fernandez, .lle111her Mr. Marks. Westergard Fulbright & Jaworski 2200 Ross Avenue Suite 2800 Dallas, Texas 75201 Dear Mark: Craig D. Pedersen. t•:.wrfltin· .-\d111i11islrltffJf· April 21, 1992 Wc~lcy E. Pittman. l'ia, {.'/,r1imu111 William B. \laddcn, J/n11her Luis Chavez . .1/rmber Re: $34,520,000 City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992 I reviewed the above referenced ordinance and have found all to be in order. The City may adopt the documents at their April 23, 1992 meeting. Thank you for the concise document. I look forward to closing the loan soon. s;:_rely :_/) ~J~ca~ Texas Water Development Fund ~c: Ms. Ranette Boyd, City Secretary, Lubbock l'.0. B11, 1.,..:.,1 • 1700 \.. Congrc,s \\cnuc • .\11,tin. Tc\.a, 7~711-.U.~1 Tdq1h,,n1:151.!)-l6.,-7H-l7 • Tclcfa\.i:il2l •7:i-.!O.'i.i @ l'ri111,,d r,11 Rnwlal P,,pn @ C1i.11r1e~ w. Jt:11nc~~. c1:11,,wt111 'l'h<;mas M .. Durming, Jl,111/Jer Noli l-'.c1mmJ.:1.,··,11nnbr, Cr;;ii,d). 1'cdc1s1,;n, lt.wrn(iv, :'srlmiui.,t,,u.,, \\'ci.ky E. l'iLun.i.r,, Vir, (,l.,1im1t1u \Villi..tm U. :vi.t,t,kn • .U,·mbcr Lui; Cfo,,.: ,. ill,.·1111i,•r ·•., . Mr •. ·Mark s. Westergard Fulbright.& Jaworski 2200. Ross Avenue suite.· 2800 .April 2i,. 1992 :pallas, Texas 75201 Dear Mark: R.e: $34,520, ooo City ot t,ubbock, Texa,:;, combination Tax and sewer system subordinate Lien Revenue Certificates of Obligation, series 1992 .I reviewed the above referenced ordinance· and have found all to be in order. 'The city may adopt the documents at their April 23, 1992 meeting. 'T.hank you for the co~cise document •. I look forward tc closing the loan soon. '. Sinc;:e elyt· ~ -. ·ve o~ica Le y Texas·water Development Fund cc: ·Ms. Ranette :aoyd, City Secretary, Lubbock P.O. !fox J:\Z.,1 • l?l!U N. C'.\,ngrl,-is ,\vcnul· • A11~1in, Tt»:as ;'K71 l-,,2:H · 1 l·k1ilwm• I~ I /.i 4(, ,. 71:14'1 • ·.1 "dd.,,. (:i 12) 47'i-20.'iJ e-l'trtll~d,m u.-.,rl,·d l'.,J•tl $ ., TELEPHONE: 21<4/85!H3000 f"ACSIMILE: 214/8!15·8200 WRITER'S DIRECT DIAL NUMBER: 214/855-8002 FULBRIGHT & JAWORSKI 2200 Ross AVENUE SUITE 2800 DALLAS. TEXAS 75201 June 1, 1992 VIA FEDERAL EXPRESS Ms. Ranette Boyd City Secretary City of Lubbock 1625 18th Street Lubbock,Texas 79401 HOUSTON WASHINGTON, D.C. AUSTIN SAN ANTONIO DALLAS Nl!:W YORK LOS ANGELl!:S LONDON ZURICH HONG KONG RE: City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992 Dear Ranette: Enclosed please find the Signature and No-Litigation Certificates executed in connection with the captioned . bonds. The signatures require notarization by a notary that was present and witnessed the execution of the documents. The notary should complete, execute, seal, and date the notary block, but not the date line which appears immediately above the Mayor's signature. Please call if you have any questions. When the certificate has been notarized, one copy should be forwarded by Federal Express, with a copy of this letter, to Ms. Teryl C. Whitfield at the following address: Office of the Attorney General of Texas, 411 W. 18th Street, 4th Floor, Austin, Texas 78701. The remaining copies should be returned by Federal Express to me. Very truly yours, -fijrl/ Mark S. Westergard MSW:lc Enclosures 9697/38 ' ... May 14, 1992 Item #10 SIGNATURE AND NO-LITIGATION CERTIFICATE THE STATE OF TEXAS § § COUNTY OF LUBBOCK § § CITY OF LUBBOCK § WE, the undersigned, officials of the City of Lubbock, Texas (the 11Issuer"), do hereby certify as follows: (1) That this Certificate is executed and delivered with reference to the following described certificates of obligation: "CITY OF LUBBOCK, TEXAS COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992,11 dated May 15, 19921 (the "Certificate Date"), in the aggregate principal amount of $34,520,000 (the "Certificates"). (2) The Certificates have been duly and officially executed by the undersigned with their manual or facsimile signatures in the same manner appearing thereon, and the undersigned hereby adopt and ratify their respective signatures in the manner appearing on each of the Certificates whether in manual or facsimile form, as the case may be, as their true, genuine, and official signatures. (3) That on the Certificate Date and on the date hereof, we were and are the duly qualified and acting officers indicated therein and authorized to execute the same. (4) The legally adopted proper and official corporate seal of the Issuer is impressed, imprinted, or lithographed on all of the Certificates and impressed on this certificate. (5) No litigation of any nature is now pending before any federal or state court, or administrative body, or to our knowledge threatened, seeking to restrain or enjoin the issuance or delivery of the Certificates or questioning the issuance or sale of the Certificates, the authority or action of the governing body of the Issuer relating to the issuance or sale of the Certificates, the levy of the tax or the assessment and collection thereof to pay the principal of and interest on the Certificates, the collection of the revenues of the City's Sewer System (the "System") or the imposition of rates and charges with respect to the System, pledged to pay the principal of and interest on the Certificates, or that would otherwise adversely affect in a material manner the financial condition of the Issuer to pay the principal of and interest on the Certificates; and that neither the corporate existence or boundaries of the Issuer nor the right to hold office of any member of the governing body of the Issuer or any other elected or appointed official of the Issuer is being contested or otherwise questioned. (6) That no petition or other request has been filed with or presented to any official of the Issuer requesting any proceeding authorizing the issuance of the ,. Certificates adopted by the governing body of the Issuer be submitted to a referendum or other election; no authority or proceeding for the issuance. sale, or delivery of the Certificates, passed and adopted by the governing body of the Issuer, has been amended, repealed, revoked, rescinded, or otherwise modified since the date of passage thereof, and all such proceedings and authority relating to the issuance and sale of the Certificates remain in full force and effect as of the date of this certificate. ·• EXECUTED AND DELIVERED this ________ . (Issuer's Seal) . ~ \ \' I l l ·., 'SIGNATURE -,• j , ' I _/ , ) , I ' : () : . ' '; ! ; I I I '• • •, ', ' \ I • . THE STATE OF TEXAS § COUNTY OF LUBBOCK § City Secretary, City of Lubbock, Texas RANETTE BOYD Public, on this day personally appeared __._~....._.u.---=:i~.p..1..---' known to me to be the Mayor and City Secre , respectively, o Lubbock, xas, and who in my presence each executed this instrument before me in the capacity represented and each of said person's signature is genuine. (\'\GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the -day of !.!J ~ , 1992. Public, Sta e of &a. tflrz; m I r?od fl ~la.CZ. Printed name of Notary Pu FULBRIGHT & JAWORSKI 2200 Ross AVENUE TELEPHONE:214/8!5!5·8000 FACSIMILE: 214/855·8200 WRITERS DIRECT DIAL NUMBER: VIA FEDERAL EXPRESS Ms. Ranette Boyd SUIT£ 2800 DALLAS, TEXAS 75201 April 14, 1992 Ms. Veronica Leavy HOUSTON WASHINGTON, O.c. AUSTIN SAN ANTONIO CALLAS NEW YORK LOS ANGELES LONDON ZURICH HONG KONG City Secretary City of Lubbock 1625 13th Street Lubbock, Texas 79401 Texas Water Development Board 1700 N. Congress Avenue Austin, Texas 78701 RE: City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992 Dear Ranette and Veronica: Enclosed please find the form of ordinance proposed for use in authorizing the captioned certificates. The ordinance is being furnished to Veronica for her review, although it is virtually identical to the ordinance which authorized the Series 1991 Certificates. The primary change from the Series 1991 ordinance is the elimination of the delivery mechanism used in Lot A and Lot B. The enclosed ordinance contemplates that all of the Certificates would be delivered simultaneously on a single date. The enclosed ordinance is forwarded to Ranette for inclusion in the counci 1 agenda packets. I understand the proposed ordinance is to be adopted on first reading on Apri 1 23, 1992. As a consequence, if Veronica has any comments, · it would be helpful to receive them as soon as possible. Ranette, you should keep in mind that I may be forwarding revised pages to incorporate Veronica's comments. Please call if you have any questions. Very truly yours, /frjaJ-. Mark S. Westergard MSW: le Enclosures cc: Mr. Joe w. Smith (w/encl.) Via Federal Express 0 0 0 I F. -l 0 .. ! ' ' ORDINANCE NO. 9521 First Reading April 23, 1992 Item ii Second Reading May 14, 1992 Item /110 AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992"; levying an ad valorem tax upon all taxable property in the City and pledging the Net Revenues of the City's Sewer System for the payment of said Certificates; prescribing the terms and details of such Certificates and resolving other matters incident and related to the issuance, sale, security, payment and delivery of said Certificates; and providing an effective date. WHEREAS, notice of the City Council• s intention to issue certificates of obligation in the maximum principal amount of· $34,520,000 for the purpose of paying contractual obligations to be incurred for ( i) the construction of improvements and extensions to the City• s Wastewater Treatment System, to wit: one new activated sludge treatment plant; headworks facilities, solids handling facilities digester rehabilitation; administration maintenance building, and (ii) professional services rendered in connection therewith, 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 ______ , 1992 and _______ , 1992, 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 the ordinance authorizing the issuance of such certificates; and WHEREAS, no petition, protesting the issuance of such certificates and bearing valid petition signatures of at least 5\ of the qualified voters of the City, has been filed with the City Secretary, any member of the Council or any other official of the City on or prior to the date of the passage of this ordinance; and WHEREAS, the Council hereby finds and determines 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 $34,520,000 to be designated and bear the title "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE \ ' ! ' LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992• (the •certificates•), for the purpose of paying contractual obligations to be incurred for (i) the construction of improvements and extensions to the City's Wastewater Treatment System, to wit: one new activated sludge treatment plant; headworks facilities, solids handling facilities digester rehabilitation; administration maintenance building, and (ii) professional services rendered in connection therewith, 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 May 15, 1992 (the •certificate Date") and shall be in denominations of $5,000 or any integral multiple thereof and the Certificates shall become due and payable on February 15 in each of the years and in principal amounts (the •stated Maturi ties") and bear interest at the per annum rate(s) in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate 1995 $1,725,000 5.50\ 1996 1,725,000 5.50\ 1997 1,725,000 5.50\ 1998 1,725,000 5.50\ 1999 1,725,000 5.50\ 2000 1,725,000 5.50\ 2001 1,725,000 5.50\ 2002 1,725,000 5.50\ 2003 1,725,000 5.50\ 2004 1,725,000 5.50\ 2005 1,725,000 5.50\ 2006 1,725,000 5.50\ 2007 1,725,000 5.50\ 2008 1,725,000 5.50\ 2009 1,725,000 5.50\ 2010 1,725,000 5.50\ 2011 1,730,000 5.50\ 2012 1,730,000 5.50\ 2013 1,730,000 5.50\ 2014 1,730,000 5.50\ The Certificates shall bear interest on the unpaid principal amount thereof from the date of delivery to the initial purchasers thereof (which date shall be the registration date noted on the Initial Certificates in the "Registration Certificate of Paying Agent/Registrar• to appear thereon) at the per annum rate shown above in this Section, -2- 7167£ ' and such interest shall be calculated on the basis of a 360-day year of twelve 30-day months. Interest on the Certificates shall be payable on February 15 and August 15 in each year, commencing February 15, 1993. 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 or 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 (the "Security Register") 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. Interest on each Certificate issued and delivered to a Holder shall accrue from the latest interest payment date that interest on such Certificate (or its Predecessor Certificate) has been paid that precedes the registration date appearing on such Certificate in the "Registration Certificate of Paying Agent/Registrar" (Section 8D hereof), unless the registration date appearing thereon is an interest payment date for which interest is being paid, in which case interest on such Certificate shall accrue from the registration date appearing thereon and provided further that with respect to the initial payment of interest on a Certificate, such interest shall accrue from the date of delivery of the Certificates (or its Predecessor Certificate) to the initial purchasers thereof. The selection and appointment of Ameritrust Texas National Association, Austin, Texas to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed and the City agrees and covenants to be kept and maintained at the principal office of the Paying Agent/Registrar books and records for the registration, payment and transfer of the Certificates (the "Security Register"), all as provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement" substantially in the form attached hereto as Exhibit A and such reasonable rules and regulations as the Paying Agent/Registrar and City may prescribe; and the Mayor and City Secretary are 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 -3- 7 l 6 7 E , 1 • 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 shal 1 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 principal 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 shal 1 be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where 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 ins ti tut ions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date•) will be established by the Paying Agent/ Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business next preceding the date of mailing of such notice. SECTION 4: Redemption. (a) Optional Redemption. The Certificates having Stated Maturities on and after February 15, 2005, shall be subject to redemption prior to maturity, at the option of the City, in whole or in part, and, if in part, in inverse annual maturity, in principal amounts of $5,000 or any -4- 7 1 6 7 E integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2004 or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. (b) Exercise of Redemption Option. At least forty-five (45) days prior to a redemption date for the 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 principal 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 -5- 7 1 6 7 E been called for redemption and notice of redemption thereof been duly given as hereinabove provided, such Certificate the principal amount thereof to be redeemed) shall become ue and payable and interest thereon shall cease to accrue from nd after the redemption date therefor; provided moneys suffici nt for the payment of such Certificate (or of the principal amo nt thereof to be redeemed) at the then applicable redemption pr·ce are held for the purpose of such payment by the Pay·ng Agent/Registrar. SECTION 5: Re istration Transfer of Certificates-Predecessor Certificates. A Security Regis er relating to the registration, payment, and transfer or excha ge of the Certificates shall at all times be kept and maintai ed by the City at the principal office of the Pay·ng Agent/Registrar, as provided herein and in accordance with he provisions of an agreement with the Paying Agent/Registrar nd such rules and regulations as the Paying Agent/Registrar nd the City may prescribe. The Paying Agent/Registrar sh 11 obtain, record, and maintain in the Security Register then and address of each and every owner of the Certificates iss under and pursuant to the provisions of this Ordinance, or appropriate, the nominee thereof. Any Certificate may transferred or exchanged for Certificates of other authori ed denominations by the Holder, in person or by his d ly authorized agent, upon surrender of such Certificate to he Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange d ly executed by the Holder or by his duly authorized agent, inf satisfactory to the Paying Agent/Registrar. Upon surrender of any Certificate for transfer at principal office of the Paying Agent/Registrar, the Pay Agent/Registrar shall register and deliver, in the name of designated transferee or transferees, one or more Certificates of authorized denominations and having the s Stated Maturity and of a like aggregate principal amount as Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchan for other Cer.tif icates of authorized denominations and hav the same Stated Maturity, bearing the same rate of interest of like aggregate principal amount as the Certifica surrendered for exchange, upon surrender of the Certificates be exchanged at the principal office of the Paying Age Registrar. Whenever any Certificates are surrendered exchange, the Paying Agent/Registrar shall register and deli new Certificates to the Holder requesting the exchange. -6- 7 l, 7 E All Certificates issued in any transfer or exchange of Certificates shall be delivered to the Holders at the principal 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 cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term •Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 28 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Certificate called for redemption, in whole or in part, within 45 days of the date fixed for the redemption of such Certificate; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate called for redemption in part. SECTION 6: 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 -7- 7 1 6 7 E 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 BC, 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 8D, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified, registered and delivered. SECTION 7: Initial Certificates. The Certificates herein authorized shall be initially issued as a single fully registered certificate in the total principal amount of $34,520,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1. The Initial Certificate shall be the Certificate 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, the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificate 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 8: 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 -8- 7 l 6 7 £ '' 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 shall be printed, lithographed, or engraved or produced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution, but the Initial Certificate(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. B. Form of Certificates. REGISTERED NO. Certificate Date: May 15, 1992 UNITED STATES OF AMERICA STATE OF TEXAS CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATE OF OBLIGATION SERIES 1992 Interest Rate: Stated Maturity: 5.50\ Registered Owner: Principal Amount: REGISTERED $ ____ _ CUSIP NO: DOLLARS The City of Lubbock (hereinafter referred to as the "City•), a body corporate and municipal corporation in the County of Lubbock, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, the Principal Amount stated above, on the Stated Maturity date specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof (computed on the basis of a 360-day year of twelve 30-day months) from the interest payment date next preceding the •Registration Date• of this Certificate appearing below (unless this Certificate bears a "Registration Date• as of an interest payment date, in which case interest shall accrue from such date, or unless the Registration Date of this Certificate is the delivery date of this Certificate (or its Predecessor Certificate) to the initial purchasers, in which case interest shall accrue from such date of delivery to the initial purchasers at the per annum rate of interest -9- 7167£ 'l specified above; such interest being payable on February 15 and August 15 of each year, commencing February 15, 1993. Principal of this Certificate is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the principal off ice 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 shal 1 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. 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 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. Al 1 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 $34,520,000 (herein referred to as the "Certificates•) for the purpose of paying contractual obligations to be incurred for (i) the construction of improvements and extensions to the City's Wastewater Treatment System, to wit: one new activated sludge treatment plant; headworks facilities, solids handling f aci li ties digester rehabi li tat ion; administration maintenance building, and (ii) professional services rendered in connection therewith, under and in strict conformity with the Constitution and laws of the State of Texas, particularly v. T .C.A., Loca 1 Government Code, Subchapter C of Chapter 271, and pursuant to an Ordinance adopted by the governing body of the City (herein referred to as the "Ordinance•). The Certificates maturing on and after February 15, 2005, may be redeemed prior to their Stated Maturities, at the option of the City, in whole or in part, and, if in part, in inverse annual maturity, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the -10- 7167£ Paying Agent/Registrar), on February 15, 2004, or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption and upon 30 days prior written notice being sent by United States Mail, first class postage prepaid, to the registered owners of the Certificates to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Certificate (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Certificate (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and interest thereon shall cease to accrue from and after the redemption date therefor, provided moneys for the payment of the redemption price and the interest on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar. In the event of a partial redemption of the principal amount of this Certificate, payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Certificate to the Paying Agent/Registrar at its principal office and there shall be issued, without charge therefor to the registered owner hereof, 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 hereof. If this Certificate is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer this 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 hereof in the event of its redemption 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, together with the Previously Issued Obligations ( as defined in the Ordinance), are additionally payable from and secured by a lien on and pledge of the Net Revenues (as defined in the Ordinance) of the City's Sewer System (the "System"), such lien and pledge, however, being junior and subordinate to the lien on and pledge of the Net Revenues of the System securing the payment of "Prior Lien Obligations" (as defined in the Ordinance) hereafter issued by the City. In the. Ordinance, the City reserves and retains the right to issue Prior Lien Obligations while the Certificates are outstanding without limitation as to principal amount but subject to any terms, conditions or -11- 7 l 6 7 E restrictions as may be applicable thereto under law or otherwise, as well as the right to issue Additional Obligations (as defined in the Ordinance). Reference is hereby made to the Ordinance, a copy of which is on file in the principal 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 properties constituting the System; the Net Revenues pledged to .the payment of the principal of and interest on the Certificates; the nature and extent and manner of enforcement of the pledge; the terms and conditions relating to the transfer of this Certificate; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders of the Certificates; the rights, duties, and obligations of the City and the Paying Agent/Registrar; • the terms and provisions upon which the tax levy and the liens, pledges, charges and covenants made therein 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 principal 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 (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for -12- 7 I 6 7 E thirty (JO) days thereafter, a new record date for such interest payment (a •special Record Date•) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and covenanted that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Certificates by the levy of a tax and a pledge of the Net Revenues of the System 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. COUNTERSIGNED: City Secretary Ranette Boyd (SEAL) 7 l 6 7E CITY OF LUBBOCK, TEXAS Mayor David Langston -13- C. * Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS § § § § 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. WITNESS my signature and seal of office this Comptroller of Public Accounts (SEAL) of the State of Texas *NOTE TO PRINTER: Do not print on definitive Certificates D. Form of Certificate of Paying Agent/Registrar to Appear on definitive Certificates. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued and registered under the provisions of the within-mentioned Ordinance; the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. AMER I TRUST TEXAS NATIONAL ASSOCIATION Austin, Texas as Paying Agent/Registrar Registration Date: By,,--,,.--,--,,.---------Authorized Signature -14- 7167£ E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns' and transfers unto (Print or typewrite name, address, and zip code of transferee:) ......................................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • • • • • • . . . • • . (Socia 1 Security or other identifying number: ••••.•.•••.•.•••...•...•..••• ) the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ..................................................... . attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature guaranteed: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. . . . . . . . . . . . . . . . . . . . . . . . . F. The ·initial Certificates shall be in the form set forth in paragraph B of this Section, except that the form of the fully registered Initial Certificates 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: -15-7 l 6 7 E ', , ' PRINCIPAL INSTALLMENTS (Information to be inserted from schedule in Exhibit B hereof). INTEREST RATE (or so much principal thereof as shall not have been prepaid prior to maturity) and to pay interest on the unpaid Principal Amount hereof computed on the basis of a 360-day year of twelve 30-day months at the per annum rates of interest specified above; such interest to accrue on such principal installment amounts when and as such amounts, or portions thereof, are advanced to the City by the initial purchasers and to be payable on February 15 and August 15 of each year, commencing February 15, 1993. Principal installments of this Certificate are payable in the year of maturity or on a prepayment date to the registered owner hereof, upon its presentation and surrender at the principal office of Ameritrust Texas National Association, Austin, Texas (the "Paying Agent/Registrar"). 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. 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 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. 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 9: Definitions. That 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 -16- 7167E · Revenues therefor, the following words or terms, whenever the same appear herein without qualifying language, are defined to mean as follows: 7 t 6 7 E (a) The term •Additional Certificates• shall mean combination tax and revenue certificates of obligation hereafter issued under and pursuant to the provisions of V. T .C.A., Local Government Code, Subchapter C of Chapter 271, or similar law hereafter enacted and payable from ad valorem taxes and additionally payable from and secured by a lien on and pledge of the Net Revenues of the System on a parity with and of equal rank and dignity with the lien and pledge securing the payment of the Certificates. (b) The term "Certificates• shall mean $34,520,000 •CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992" authorized by this Ordinance. (c) The term •certificate Fund" shall mean the special Fund created and established under the provisions of Section 10 of this Ordinance. (d) The term •collection Date• shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date annual ad valorem taxes levied each year by the City become delinquent. (e) The term "Fiscal Year• shall mean the annual financial accounting period used with respect to the operations of the System now ending on September 30th of each year; provided, however, the City Council may change, by ordinance duly passed, such annual financial accounting period to end on another date if such change is found and determined to be necessary for budgetary or other fiscal purposes. (f) The term "Government Obligations• shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and the United States Treasury obligations such as its State and Local Government Series in book-entry form. (g) The term •Gross Revenues• shall mean, with respect to any period, all income, revenues and receipts received from the operation and ownership of the System. -17- 7117£ (h) The term "Net Revenues" shall mean the Gross Revenues of the System, with respect to any period, after deducting the System's Operating and Maintenance Expenses during such period. (i) The term •operating and Maintenance Expenses" shall mean all reasonable and necessary expenses directly related and attributable to the operation and maintenance of the System, including, but not limited to, the cost of insurance, the purchase and carrying of stores, materials, and supplies, the payment of salaries and labor, and other expenses reasonably and properly charged, under generally accepted accounting principles, to the operation and maintenance of the System. Depreciation charges on equipment, machinery, plants and other facilities comprising the System and expenditures classed under generally accepted accounting principles as capital expenditures shall not be considered as "Operating and Maintenance Expenses" for purposes of determining "Net Revenues". (j) The term •outstanding• when Ordinance with respect to Certificates the date of determination, all theretofore issued and delivered Ordinance, except: used in this means, as of Certificates under this ( 1) those Certificates cancelled 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 23 hereof by the irrevocable deposit with the Paying Agent/Registrar, or an authorized escrow agent, of money or Government Securities, or both, in the amount necessary to fully pay the principal of, premium, if any, and interest thereon to maturity or redemption, as the case may be, provided that, if such Certificates are to be redeemed, notice of redemption thereof shall have been duly given pursuant to this Ordinance or irrevocably provided to be given to the satisfaction of the Paying Agent/Registrar or waived; and -18- 1' (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 27 hereof. (k) The term "Previously Issued Obligations" shall mean (i) the outstanding "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Refunding Bonds, Series 1988," (ii) the outstanding "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1988," and (iii) the outstanding "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1991." (1) The term "Prior Lien Obligations• shall mean all bonds or other similar obligations hereafter issued that are payable in whole or in part from and secured by a lien on and pledge of the Net Revenues of the System and such 1 ien 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. (m) The term "Similarly Secured Obligations• shall mean collectively the Certificates, the Previously Issued Obligations, and any Additional Certificates. (n) The term "System" shall mean the City's sanitary sewer system, being all sanitary sewage collection system, ground storage facilities, effluent disposal and treatment facilities and/or other works and equipment. SECTION 10: Certificate Fund. That, 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 1992 CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATE OF OBLIGATION FUND", which Fund shall be kept and maintained at the City• s depository bank, and moneys deposited in said Fund shall be used for no other purpose. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent for the Certificates, from funds on deposit in the Certificate Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Certificates as the same accrues or matures or comes due by reason of redemption prior to maturity; such transfers of funds to be made in such manner as will cause immediately available -19- 7 1 6 7 E funds to be deposited with the Paying Agent for the Certificates at the close of business on the last business day next preceding each interest and/or principal payment date for the Certificates. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the •Public Funds Investment Act of 1987" 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 11: Tax Levy. That to provide for the payment of the "Debt Service Requirements• on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2\ (whichever amount shall be the greater), there shall be and there is hereby levied 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 deposited into the Certificate Fund. This governing body hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. The amount of taxes to be provided payment of the principal of and interest herein authorized to be issued shall accomplished in the following manner: annually for the on the Certificates be determined and (a) Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: -20- 7 1 6 7 E (1) The amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of Net Revenues of the System appropriated and allocated to pay such Debt Service Requirements prior to the Collection Date for the ad valorem taxes to be levied. (2) The amount of Net Revenues if any, appropriated and to be set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (3) The amount of Debt Service Requirements to· become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (b) The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (3) above less the sum total of the amounts established in paragraphs ( 1) and (2), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 12: Pledge of Revenues. The City hereby covenants and agrees that, subject only to a prior lien on and pledge of the Net Revenues of the System for the payment and security of Prior Lien Obligations, the Net Revenues of the System, with the exception of those in excess of the amounts required to be deposited to the Certificate Fund as hereafter provided, are hereby irrevocably pledged, equally and ratably, to the payment of the principal of and interest on the Similarly Secured Obligations as herein provided, and the pledge of the Net Revenues of the System herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the System in accordance with the terms and provisions hereof and be valid and binding without further action by the City and without any filing or recording except for the filing of this Ordinance in the records of the City. SECTION 13: System Fund. The City hereby reaffirms its covenant and agreement made in connection with the issuance of the Previously Issued Obligations that all Gross Revenues (excluding earnings from the investment of money held in any -21- 7 l 6 7 E 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, Sewer System Operating Fund" (hereinafter called "System Fund") which Fµnd 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: Equally and ratably to the payment of the amounts required to be deposited in the special funds and accounts created and established for the payment of the Similarly Secured Obligations. 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 14: Deposits to Certificate Fund. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to each interest and principal payment date from the Net Revenues of the System, after deduction· of all payments required to be made to special Funds or accounts created for the payment and security of the Prior Lien Obligations, an amount equal to one hundred per centum (100\) of the amount required to fully pay the accrued interest and principal of the Certificates then due and payable by reason of maturity or redemption prior to maturity, such deposits to pay accrued interest and principal on the Certificates to be made in substantially equal monthly installments on or before the last business day of each month beginning the month the Certificates are delivered to the initial purchaser. The monthly deposits to the Certificate Fund, as hereinabove provided, shall be made until such time as such Fund contains an amount equal to pay the principal of and interest on the Certificates to maturity. Ad valorem taxes -22- 7157£ levied, collected and deposited in the Certificate Fund for and on behalf of the Certificates may be taken into consideration and reduce the amount of the monthly deposits otherwise required to be deposited in the Certificate Fund from the Net Revenues of the System. In addition, any proceeds of sale of the Certificates in excess of the amount required to pay the contractual obligations to be incurred (including change orders to a construction contract) shall be deposited in the Certificate Fund, which amount shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes and the Net Revenues of the System. SECTION 15: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 16: Maintenance of System -Insurance. While the Certificates remain Outstanding, the City covenants and agrees to maintain and operate the System with all possible efficiency and to maintain casualty and other insurance on the properties of the System and its operations of a kind and in such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type business; and that it will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Texas. SECTION 17: Rates and Charges. The City hereby covenants and agrees that rates and charges for services provided by the System will be established and maintained, on the basis of all available information and experience and with due allowance for contingencies, that are reasonably expected to provide Gross Revenues to pay: 71&7E (a) Operating and Maintenance Expenses of the System; (b) the interest on and principal of Prior Lien Obligations and the amounts required to be deposited into any special Funds created and established for the payment and security of the Prior Lien Obligations; (c) the amounts required to be deposited in the special Funds or Accounts created for the payment of the Similarly Secured Obligations; -23- (d) payable secured thereof. any from by a other the lien legally revenues on the incurred indebtedness of the System and/or System or the revenues SECTION 18: Records and Accounts -Annua 1 Audit. The City further covenants and agrees that while any Certificates remain Outstanding, it will keep and maintain accurate and complete records and accounts pertaining to the ownership, operation and maintenance of the System. The Holders of the Certificates or any duly authorized agent or agents of such Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of Certified Public Accountants. Copies of each annual audit shall be furnished to the Executive Director of the Municipal Advisory Council of Texas at his office in Austin, Texas and to the initial purchaser of the Certificates and any subsequent Holder of 10% or more in principal amount of the Certificates Outstanding. SECTION 19: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Ordinance, the owner or owners of any of the Certificates shall be entitled to a writ of mandamus issued by a court of proper jurisdiction 4compelling and requiring the governing body of the City and other officers .of the City to observe and perform any covenant, condition or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescense therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 20: Special Covenants. The City hereby further covenants as follows: 71ft7E (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 -24- ' . under the Constitution and laws of the State of Texas, including said power existing under V.T.C.A., Local Governmental Code, Subchapter C of Chapter 271. (b) Other than for the payment of the Certificates and the Previously Issued Obligations, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System. SECTION 21: 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 or any other limitation or restriction. In addition, the City reserves the right to issue Additional Certificates, without limitation or any restriction or condition being applicable to their issuance under the terms of this Ordinance, payable from and secured by a lien on and pledge of the Net Revenues of the System of equal rank and dignity, and on a parity in all respects, with the lien thereon and pledge thereof securing the payment of the Certificates. SECTION 22: 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 irreconciable 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 23: Satisfaction of Obligations of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principa 1 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 -25- 7167E ' and the lien on and pledge of the Net Revenues of the System under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at maturity or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as "arbitrage bonds• within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/Registrar and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of four (4) years after the maturity, or applicable redemption date, of the Certificates 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 shal 1 be subject to any applicable unclaimed property laws of the State of Texas. -26-7t,7E " . . . SECTION 24: 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 25: Notices to Holders -Waivers. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. -27-7ti7E . \ .. SECTION 26: Cancel lat ion. Certificates surrendered for payment, redemption, transfer, or exchange, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled 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 cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying Agent/Registrar shall be returned to the City. SECTION 27: Mutilated, Destroyed, Lost and Stolen Certi- ficates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and .payment of mutilated, destroyed, lost, or stolen Certificates. SECTION 28: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section 28, the following terms have the following meanings: -28- 7 l 6 7 £ • ' .. ) "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, enacted on or before the date of delivery of the Certificates to the initial purchaser(s) thereof. "Computation Date" has the meaning stated in Treas. Reg.§ 1.148-ST(b)(l). "Gross Proceeds" has the meaning stated in Treas. Reg.§ 1.148-ST(d). "Investment" has the meaning stated in Treas. Reg.§ 1.148-ST(e). "Net Proceeds" of the Certificates means the proceeds of the Certificates. "Nonpurpose Investment" means any Investment in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purpose of the Certificates. "Reba table Arbitrage" has the meaning stated in Treas. Reg.§ 1.148-2T. ( 1) any Investment shall be computed in accordance with Treas. Reg. §l.148-2T, and (2) the Certificates has the meaning stated in Treas. Reg.§ 1.148-3T. (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 shall have received a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exclusion of interest on any Certificate from gross income for federal income tax purposes pursuant to Section 103 of the Code, the City shall comply with each of the specific covenants in this Section. -29- 7167E • ... . . ' '\. . (c) No Private Use or Private Payments. Proceeds of the Certificates and the facilities financed with the proceeds of the Certificates will not be used in a manner that would cause the Certificates to be "private activity bonds," as that term is defined in section 141 of the Code. Except as permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall, at all times prior to the last stated Maturity of Certificates, ( 1) exclusively own, operate, and possess all property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds of the Certificates and not use or permit the use of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds in any activity carried on by any person or entity other than a state or local government, unless such use is solely as a member of the general public, or (2) not directly or indirectly impose or accept any charge or other payment for use of Gross Proceeds of the Certificates or any property the acquisition, construction, or improvement of which is to be financed directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if (1) property acquired, constructed, or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes, (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output, or similar contract or arrangement, or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, the City shall not, at any time prior to the final Stated Maturity of the Certificates, directly or -30- 7 I I> 7 E indirectly invest Gross Proceeds of the Certificates in any Investment (or use such Gross Proceeds to replace money so invested), if as a result of such investment the Yield of all Investments allocated to such Gross Proceeds whether then held or previously disposed of, exceeds the Yield of the Certificates. (f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of Section 149(b) of the Code and the regulations and rulings thereunder. (g) Information Report. The City shall timely file with the Secretary of the Treasury the information required by section 149(e) of the Code with respect to the Certificates on such form and in such place as such Secretary may prescribe. (h) Payment of Rebatable Arbitrage. Except to the extent otherwise provided in section 148(f) of the Code and the regulations and rulings thereunder, 7 l 6 7£ (1) The City shall account for all Gross Proceeds of the Certificates (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 maintain all records of such accounting with the official tran~cript of the proceedings relating to the issuance of the Certificates until six years after the final Computation Date. The City may, however, to the extent permitted by law, commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall either (i) cause to be calculated by a nationally recognized accounting or financial advisory firm or (ii) calculate and cause its calculations to be verified by a nationally recognized accounting or financial advisory firm, in either case in accordance with rules set forth in section 148(f) of the Code and Treas. Reg.§ 1.148-2T and rulings thereunder, the Rebatable Arbitrage with respect to the Certificates. The City shall maintain such calculations with the official transcript of the proceedings relating to the issuance of the Certificates until six years after the final Computation Date. -31- .. •-.. (3) As additional consideration for the purchase of the Certificates by the initial purchasers thereof and the loan of the money represented thereby, and in order to induce such purchase by measures designed to result in 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 the amount described in paragraph (2) above and the amount described in paragraph ( 4) below, at the times, in the installments, to the place, in the manner, and accompanied by such forms or other information as is or may be required by section 148(f) of the Code and Treas. Reg. §§ 1.148-lT through l.148-9T and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (2) and, if such error is made,. to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any Correction Amount as described in Treas. Reg. § l.148-1T(c)(2) and any penalty under Treas. Reg.§ l.148-1T(c)(3)(ii)(B). SECTION 29: Sale of the Certificates. The sale of the Certificates to the Texas Water Development Board (herein referred to as the "Purchasers• or the "Board") at the price of par is hereby approved and confirmed. Delivery of the Certificates to the Purchasers shall occur as soon as possible upon payment being made therefor in accordance with the terms of sale. SECTION 30: Proceeds of Sale; Construction Fund. The City hereby creates a construction fund account in the City•s depository bank, which is known as the "Construction Fund", into which shall be deposited all proceeds derived from the sale of the Certificates, all in accordance with Section 32 of this Ordinance and this Section. To the extent of conflict between this Section and Section 32, Section 32 controls. Moneys on deposit in the Construction Fund shall be disbursed only for payment of the costs of the project financed. All expenditures for construction, labor and materials shall be disbursed only upon receipt of a certificate of Black & Veatch Engineers, the engineer named in the City's Application to the Board, or of a substitute engineer acceptable to the Board, based upon estimates of work and material furnished as approved by them and submitted to the City and the City• s engineer for approval prior to payment. The City shall keep records of the nature and amount of all -32-7 I 6 7 E 1 " .. Construction Fund expenditures and make the same available to the engineers at all reasonable times. Should there be any balance in the Construction Fund after all such costs of the Project have been paid, such balance shall be placed in the Certificate Fund. Subject to the limitations of the Public Funds Investment Act of 1987, moneys in the Construction Fund may be invested in one or more of the following (a) Government Obligations, (b) certificates of deposit of any bank or trust company which are fully secured by a pledge of direct obligations of, :or obligations of which the principal and interest are guaranteed by, the United States of America to the extent such certificates are not insured, which obligations shall mature on dates which coincide as closely as practicable to the dates when money will be needed to pay construction costs as such dates are estimated in schedules prepared by the engineer and furnished the City. All earnings realized from these investments shall be transferred to the Certificate Fund. SECTION 31: 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, and Assistant City Manager for 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 to the purchasers. SECTION 32: Compliance with State Revolving Loan Fund Rules. In compliance with the State Revolving Loan Fund Permanent Rules of the Board, the City agrees and covenants: -33- 7 1 6 7£ (1) to keep and maintain full and complete records and accounts pertaining to the construction of the project financed with the proceeds of sale of the Certificates, including the construction fund account created below, in accordance with the standards set forth by the Government Accounting Standard Board; (2) a •special City of Lubbock SRF Loan Construction Fund" has been created and established by Section 30 of this Ordinance at an official depository of the City (the •construction Fund") for the receipt and disbursement of all proceeds from the sale of the Certificates and all other funds acquired by the City in connection with the planning and construction of the projects financed, in whole or in part, by the Board pursuant to a loan evidenced by the Certificates and all funds deposited to the credit of the Construction Fund shall be disbursed only for the payment of costs and expenses incurred in connection with the planning and building of such projects as approved by the Board and as otherwise allowed by the rules; (3) upon completion of the construction of the projects financed, in whole or in part, by the loan evidenced by the Certificates, to provide a final accounting to the Board of the total costs of the projects. If the projects as finally completed were built at a total cost less than the amount of available funds for building the projects, or if the Executive Administrator of the Board disapproves construction of any portion of such projects as not being in accordance with the plans and specifications, the City agrees to immediately, with filing of the final accounting, return to the Board the amount of any such excess and/or the cost determined by the Executive Administrator of the Board relating to the parts of such projects not built in accordance with the plans and specifications, to the nearest multiple of the authorized denominations for the Certificates, upon the surrender and cancellation of a like amount of such Certificates held by the Board in inverse order of their Stated Maturities. In determining the amount of available funds for building the project, the City agrees to account for all amounts deposited to the credit of the Construction Fund, including all loan funds extended by the Board, all other funds available from the projects as described in the project engineer's or fiscal representative• s sufficiency of funds statement and al 1 interest earned by the City on money in the Construction Fund; (4) notwithstanding the provisions of Section 16 hereof, to maintain adequate insurance coverage on the projects financed with the proceeds of the Certificates in amounts adequate to protect the Board's interest; -34- 7 l fi 7 E ,. .. (\ •.. l • •• (5) to implement any water conservation program required by the Board until all financial obligations to the State have been discharged; (6) to comply with any special conditions specified by the Board's environmental determination until all financial obligations to the State have been discharged; and (7) to abide by the Board's rules and relevant state statutes. SECTION 33: Legal Opinion. The Purchaser's obligation to accept delivery of the Certificates is subject to being (urnished a final opinion of Fulbright & Jaworski, Attorneys, approving such Certificates as to their validity, said opinion to be dated and delivered as of the date of final delivery and payment for the Certificates. SECTION 34: 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 35: 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. SECTION 36: 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 37: 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 38: Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application. thereof to other circumstances shall nevertheless -35- 7167E .. be valid, Ordinance provision. and the City Council hereby declares that .this would have been enacted without such invalid SECTION 39: Effect of Headings. herein are for convenience only and construction hereof. The Section headings shall not affect the SECTION 40: 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 41: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. SECTION 42: 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, this 23rd day of April, 1992. PASSED AND ADOPTED ON SECOND AND FINAL READING, this 14th day of May, 1992. ATTEST: City Secretary Ranette Boyd (City Seal) 7 l 6 7 E CITY OF LUBBOCK, TEXAS Mayor David Langston -36- THE STATE OF TEXAS COUNTY OF LUBBOCK R-1255 Before me Ton r D HI n rr a Notary Public in and for Lubbock County, Texas on this day personally appeal'f'd T. J • · Au f 11 I , Ac ce un t M 8 n a I! 1 r of the Southwestern Newspa- pers Corporation, publishers of the Lubbock Avalanche-Journal -Morning, and Sunday, who being by me duly sworn did depose and say that said newspaper has been published continuously for more than fifty-two weeks pri- or to the first insertion of this I ea! a I n O tJ:ef ____________ _..o. ~g_ 104 at Lubbock County, Texas and the attached print- ed copy of the I 1 ~ a I not i c e i8 a true copy of the original and was printed in the Lubbock Avalanche-Journal on the following dates:_ ..... M....._1 .... ,_1 ... 6'-",__.1 .... oL..o ..... 2..._ ______________ _ J2i WI .53 -1TOwl3 Account Heoer!e r ! LUBBOCK AVALANCHE-JOURNAL Southwestern Newspaper Corporation FORl\158-10 TELEPHONE: 214/855•8000 F"ACSIM ILE: 214/855•8200 WRITER'S DIRECT DIAL NUMBER: 214/855•8002 Ms. Ranette Boyd City Secretary City of Lubbock 1625 13th Street Lubbock,Texas 79401 FULBRIGHT & JAWORSKI 2200 Ross AVENUE SUITE 2800 DALLAS, TEXAS 75201 September 23, 1992 HOUS1'0N WASHINGTPN, D.C. AU5~111N SAN AN ONIO DAL 5 NEW ,OFIK LOS ANGELES LONQON ZURlj:H HONG rNG RE: City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992 Dear Ranette: i Enclosed please find the bound transcript of proceedings with respect to I the captioned certificates of obligation. Please call if you have any questions. Very truly yours, -?11~ Mark~. Westergard MSW:lc Enclosure 9697/138 TRANSCRIPT OF PROCEEDINGS RELATING TO $34,520,000 CITY OF LUBBOCK, TEXAS COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION SERIES 1992 Fulbright & Jaworski 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 TELEPHONE: 214/855•8000 f"ACSIM I LE: 214/855·8200 WRITER'S DIRECT DIAL NUMBER: 214/855·8002 FULBRIGHT & JAWORSKI 2200 Ross AVENUE SUITE 2800 DALLAS, TEXAS 75201 JUN O 8 1992 HOUSTON WASHINGTON, D.C. AUStlN SAN ANTONIO DALI.AS NEW YORK LOS ANGELES LON~ON ZURICH HONG iKONG WE HA VE EXAMINED into the legality and validity of the issuance of the "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992" (the "Certificates"), dated May 15, 1992 (the "Certificate Date"), in the principal amount of $34,520,000, by the City of Lubbock, Texas (the "City''), which Certificates are issuable in fully registered form only, in denominations of $5,000 or any integral multiple thereof (within a maturity), have stated maturities of February 15, 1995 through February 15, 2014, unless redeemed prior to maturity, in accordance with the terms stated on the face of the Certificates, and bear interest on the unpaid principal amount from the date of delivery to the initial purchasers thereof at the per annum rates stated in the ordinance authorizing the issuance of the Certificates (the "Ordinance"), such interest being payable on February 15 and August 15 in each year, commencing February 15, 1993, to the registered owners shown on the registration books of the Paying Agent/Registrar on the Record Date (stated on the face of the Certificates). WE HA VE SERVED AS BOND COUNSEL for the City solely to pass upon the legality and validity of the issuance of the Certificates under the Constitution and laws of the State of Texas, and with respect to the exclusion of the interest on the Certificates from gross income for federal income tax purposes and none other. We have not been requested to investigate or verify, and have not independently investigated or verified, any records, data or other material relating to the financial condition or capabilities of the City. Our examinations into the legality and validity of the Certificates included a review of the applicable and pertinent provisions of the Constitution and laws of the State of Texas, a transcript of certified proceedings of the City relating to the authorization and issuance of the Certificates, including the Ordinance, customary certifications and opinions of officials of the City and other pertinent showings, and an examination of the Certificate executed and delivered initially by the City, which we found to be in due form and properly executed. BASED ON OUR EXAMINATIONS, IT IS OUR OPINION that the Certificates have been duly authorized by the City in compliance with the Constitution and laws of the State of Texas now in force, and the Certificates issued in compliance with the provisions of the Ordinance are valid, legally binding and enforceable obligations of the City payable from the sources and secured in the manner provided in the Ordinance, except to the extent that the enforceability thereof may be affected by bankruptcy, 19170 Legal Opinion of Fulbright & Jaworski Page 2 RE: City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992 insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights or the exercise of judicial discretion in accordance with the general principles of equity. IT IS FURTHER OUR OPINION THAT, assuming continuing compliance after the date hereof by the City with the provisions of the Ordinance and in reliance upon representations and certifications of the City made in a certificate of even date herewith pertaining to the use, expenditure, and investment of the proceeds of the Certificates, (A) interest on the Certificates for federal income tax purposes (1) will be excludable from gross income, as defined in section 61 of the Internal Revenue Code of 1986, as amended to the date hereof (the "Code"), of the owners thereof pursuant to section 103 of the Code, existing regulations, published rulings, and court decisions thereunder• and (2) will not be included in computing the alternative minimum taxable income of individuals or, except as hereinafter described, corporations and (B) the Certificates are not "private activity bonds" as that term is defined in section 141 of the Code. Interest on all tax-exempt obligations, such as the Certificates, owned by a corporation will be included in such corporation's adjusted net book income, for the tax year 1989, or adjusted current earnings, for tax years beginning after 1989, for purposes of calculating the alternative minimum taxable income of such corporations, other than an S corporation, a qualified mutual fund, a real estate mortgage investment conduit (REMIC), or a real estate investment trust (REIT). A corporation's alternative minimum taxable income is the basis on which the alternative minimum tax and the environmental tax imposed by Sections 55 and 59A of the Code, respectively, will be computed for tax years beginning after December 31, 1986. WE EXPRESS NO OPINION with respect to any other federal, state, or local tax consequences under present law or any proposed legislation resulting from the receipt or accrual of interest on, or the acquisition or disposition of, the Certificates. Ownership of tax-exempt obligations such as the Certificates may result in collateral federal tax consequences to, among others, financial institutions, life insurance companies, property and casualty insurance companies, certain foreign corporations doing business in the United States, S corporations with subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement Benefits,. and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax-exempt obligations. ~t,.,/~ 19170 ,,.. , Resolution No. 3823 February 27, 1992 Item #22 CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK § § § § § I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That on the 27th day of February, 1992, the City Council of the City of Lubbock, Texas, convened in regular session at its regular meeting place in the City Hall of said City; the duly constituted members of the Council being as follows: B. C. MCMINN T. J. PATTERSON BILL MALOY GARY D. PHILLIPS JOAN BAKER MAGGIE TREJO M.J. ADERTON MAYOR MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER all of said persons following: were present at said meeting, except the business considered entitled: None • Among other at said meeting, the attached resolution A RESOLUTION relating to the reimbursement of City funds to be expended for costs of construction of an administration and maintenance building, an activated sludge plant, headworks facilities, solids handling facilities; anaerobic digester rehabilitation and an effluent discharge pipeline to the North Fork Double Mountain Fork Brazos River with associated dechlorination/reaeration facility from the proceeds of sale of debt obligations; and resolving other matters incident and related thereto. was introduced and submitted to the Council for passage and adoption. After presentation and due consideration of the resolution, and upon a motion made by Councilmember M. J. Aderton and seconded by Counci !member Joan Baker the resolution was finally passed and adopted by the Council by the following vote: 7 voted •For" o voted •Against• o abstained - all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached resolution is a true and cor~ect copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, each member of the Council was given actual notice of time, place and purpose of the meeting and had actual notice that the matter would be considered; and that said meeting, and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the entitled resolution, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V.A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the 27th day of February, 1992. {City Seal) -2-6970E Resolution No. 3823 February 27, 1992 Item /122 A RESOLUTION relating to the reimbursement of City funds to be expended for costs of construction of an administration and maintenance building, an activated sludge plant, headworks facilities, solids handling facilities; anaerobic digester rehabilitation and an effluent discharge pipeline to the North Fork Double Mountain Fork Brazos River with associated dechlorination/reaeration facility from the proceeds of sale of debt obligations; and resolving other matters incident and related thereto. WHEREAS, City of Lubbock, Texas (the NCityN) intends to construct an administration and maintenance building, an activated sludge plant, headworks facilities, solids handling facilities; anaerobic digester rehabilitation and an effluent discharge pipeline to the North Fork Double Mountain Fork Brazos River with associated dechlorination/reaeration facility (the NProjectN), and proposes to issue debt to finance the cost of the Project; and WHEREAS, prior to issuing its debt obligations, the City will incur certain costs in connection with the Project; and WHEREAS, the City plans to reimburse itself for expenditures made in connection with the Project prior to the issuance of its debt; and WHEREAS, regulations issued under the Internal Revenue Code of 1986 (the NCode•) impose certain requirements in order that such reimbursement is treated as an expenditure of bond proceeds for federal tax law purposes, including the taking of official action by the adoption of a resolution evidencing the City's intention to reimburse city funds expended for a project or purpose to be financed with the proceeds of debt ob.ligations; now, therefore, BE IT RESOLVED BY THE CITY OF LUBBOCK, TEXAS: SECTION 1: plan is approved: That the following proposed reimbursement 1. This Resolution is a declaration of official intent under Treasury Regulation section 1.103-IS(f). The City reasonably expects to reimburse itself for expenditures to be made to construct an administration and maintenance building, an activated sludge plant, headworks facilities, solids handling facilities; anaerobic digester rehabilitation and an effluent discharge pipeline to the North Fork Double Mountain Fork Brazos River with associated dechlorination/reaeration facility with proceeds of debt to be incurred by the City. . . ' 2. The maximum principal amount of debt expected to be issued for reimbursement purposes with respect to the Project is $2,419,000. SECTION 2: This Resolution will be available for inspection by the general public at the main administrative offices of the City during normal business hours on each business day through and including the date of issue of the debt obligations. PASSED AND ADOPTED, this February 27, 1992. CITY OF LUBBOCK, TEXAS #. c.~~ "Mayor B. C. McMinn ATTEST: -2-6969E ! ,-. l ,... - CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK § § § § § I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That on the 26th day of March, 1992, the City Counci 1 of the City of Lubbock, Texas, convened in regular session at its regular meeting place in the City Hall of said City; the duly constituted members of the Council being as follows: B. C. MCMINN T. J. PATTERSON BILL MALOY GARY D. PHILLIPS JOAN BAKER MAGGIE TREJO M.J. ADERTON all of said persons were present at following: Gary Phillips, Resigned business considered at said meeting, entitled: MAYOR MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER said meeting, except the Among other the attached resolution "A RESOLUTION by the City Council of the City of Lubbock, Texas, approving and authorizing publication of notice of intention to issue certificates of obligation." was introduced and submitted to the Council for passage and adoption. After presentation and due consideration of the resolution, and upon a motion made by Councilmember Joan Baker and seconded by Councilmember Maggie Trejo the resolution was finally passed and adopted by the Council by the following vote: 6 voted "For" O voted "Against" O abstained all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. • 2. That the attached resolution is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, each member of the Council was given actual notice of time, place and purpose of the meeting and had actual notice that the matter would be considered; and that said meeting, and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the entitled resolution, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V.A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the 26th day of March, 1992. {City Seal) -2-7 l O I E ,,,.. - A Resolution No. 3844 March 26, 1992 Item #20 RESOLUTION by the City Council of the City of Lubbock, Texas, approving and authorizing publication of notice of intention to issue certificates of obligation. WHEREAS, the City Counci 1 of the City of Lubbock, Texas, has determined that certificates of obligation should be issued in accordance with the provisions of V. T .C.A., Local Government Code, Subchapter C of Chapter 271, for the purpose of paying contractual obligations to be incurred for (i) constructing improvements and extensions to the City"s Wastewater Treatment System, to wit: one new activated sludge treatment plant; headworks facilities, solids handling facilities digester rehabilitation; administration maintenance building, and (ii) professional services rendered in connection therewith; and WHEREAS, prior to the issuance of said certificates of obligation, this Council is required to give notice of its intention to issue the same in the manner and time provided by law; now, therefore BE IT RESOLVED BY-THE CITY COUNCIL OF THE CITY OF LUBBOCK, TEXAS: Section 1: That the City Secretary is hereby authorized and directed to cause notice to be published of this Council's intention to issue certificates of obligation in the principal amount not to exceed $34,520,000 for the purpose of paying contractual obligations to be incurred for ( i) constructing improvements and extensions to the City's Wastewater Treatment System, to wit: one new activated sludge· treatment plant; headworks facilities, solids handling facilities digester rehabilitation; administration maintenance building, and (ii) professional services rendered in connection therewith, such certificates to be payable from ad valorem taxes and a lien on and a pledge of the net revenues of .the City's Sewer System. The notice hereby approved and authorized to be given shall read substantially in the form and content of Exhibit A hereto attached and incorporated herein by reference as a part ~f this resolution for all purposes. Section 2: That such notice shall be published once a week for two consecutive weeks in a newspaper having general circulation in the City of Lubbock, Texas, the date of the first publication of such notice to be at least fifteen ( 15) days prior to the date stated therein for the passage of the ordinance authorizing the issuance of the certificates of obligation. / • PASSED AND APPROVED, this the 26th day of March, 1992. ATTEST: ~*3-L Ranet e Boyd (SEAL) 710~£ -2- ~r~~tt:f!~. Tex B. C. McMinn ' t EXHIBIT A · NOTICE OF INTENTION TO ISSUE CITY OF LUBBOCK, TEXAS, CERTIFICATES OF OBLIGATION NOTICE IS HEREBY GIVEN that the City Council of the City of Lubbock, Texas, will convene at its regular meeting place in the City Hall of Lubbock, Texas at 9:00 o'clock A.M. on the 23rd day of April, 1992, and, during such meeting, the City Council will consider the passage of an ordinance authorizing the issuance of certificates of obligation in an amount not to exceed THIRTY FOUR MILLION FIVE HUNDRED TWENTY THOUSAND DOLLARS ($34,520,000) for the purpose of paying contractual obligations to be incurred for (i) the construction of improvements and extensions to the City's Wastewater Treatment System, to wit: one new activated sludge treatment plant; headworks facilities, solids handling facilities digester rehabilitation; administration maintenance building, and (ii) professional services rendered in connection therewith, such certificates to be payable from ad valorem taxes and a lien on and pledge of the net revenues derived from the operation of the City's Sewer System. The Certificates are to be issued and this notice is given, under and pursuant to the provisions ofV. T.C.A., Local Government Code, Subchapter C of Chapter 271. 1110E City Secretary, City of Lubbock, Texas THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK AFFIDAVIT OF PUBLICATION § § § BEFORE ME, the undersigned authority, on this day personally appeared T.J. Aufill , who, after being by me duly sworn, deposes and says that (s)he is the Account Manager of the Lubbock Avalanche-Journal, which is a newspaper published and having general circulation in the City of Lubbock, Texas, and that a true and correct copy of the "NOTICE OF INTENTION TO ISSUE CITY OF LUBBOCK, TEXAS, CERTIFICATES OF OBLIGATION" hereto attached, was published in said paper on the following dates: March 29, 1992; and April 5, 1992 the date of the first publication of said notice being fifteen ( 15) days prior to the date stated therein passage of the ordinance authorizing the issuance ·-certificates of obligation. . NOTICE OF INTENTION ' . TO ISSUE · . '' CITY OF LUll'80C:K, TEXAS, r CERTIPICATESOF 081.IGATION ' , NOTICE IS HEREBY GIi/EN that th.City Counclt oOhe Cltv of TO AND SUBSCRIBED BEFORE ME, . Lullbock Texas, will convene 11t Its. 0 regular meeting place In the Cltv ' 1 19 9 2 • ,Hall cf Lubbock, Tues at 9:00 •.---i A.M. en the 23rd day of Al>rll 1992, Ind, durlnsr such meeting, the Cltv ..,...,__...,..._ . Council wlll consider the Passage OI en ordinance .11uthorlzln; the IS• .uance of certlflcet115 of oblla.tlon In 1n amount not to exceed TH IR•. lie , .TY FOUR MILLION FIVE HUN• , this the at least for the of the 13 day OREO TWENTY THOUSAND ,EXAS DOLLARS CS:U,520,000> for the iiur-g l..,,_. POSe of P&Vlng contractual oblige. •V l ;r.,-, lions to be Incurred for (I) the con- Notary Pu c, State of T struction ot Improvements end ex-...,.,,._.,._,., tensions to the City's wastewater Treatment Svstem, to wit: one new actlllated sludge treatment olent; 1 headworks facllllles, soflds nan-i dllng facllltles dl11es1er rehabHJla-'. : lion: admlnlstraflon mafnltnance , bulfdl1111, Ind Ill) Professlonal Mr• vice tendsred In connection 11\ere-·wlth, .such c11rtfflcates to be pay- able from Id valorem taxes end lien on and pledge of the net rev- enues derived from the ooeratlon Of the_ City's Sewer Svsfem. The Certlf•<;•te~ are to be Issued and lhls nohce ,s glven, under and PUr• ~uant to the Provisions Of v. T.C.A.; J.ocal Government Cod&, Subchap. ~r C of Chapter an, · . 7 1 1 1 E My Commission Expires:_1..._1.J,L..,__ t. ,.. CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS § § COUNTY OF LUBBOCK § § CITY OF LUBBOCK § I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That on the 23rd day of April, 1992, the City Council of the City of Lubbock, Texas, convened in regular session at its regular meeting place in the· City Hall of said City; the duly constituted members of the Council being as follows: . B. C. MCMINN T. J. PATTERSON BILL MALOY JOAN BAKER MAGGIE TREJO M.J. ADERTON VACANCY MAYOR MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER all of said persons were present at said meeting, except the following:. _____ _ NONE • Among other business considered at said meeting, the attached resolution entitled: AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992"; levying an ad valorem tax upon all taxable property in the City and pledging the Net Revenues of the City's Sewer System for the payment of said Certificates; prescribing the terms and details of such Certificates and resolving other matters incident and related to the issuance, sale, security, payment and delivery of said Certificates; and providing an effective date. was introduced and submitted to the Council for passage. and adoption. After presentation and due consideration of the resolution, and upon a motion made by Councilmember T. J. Patterson and seconded by Councilmember Maggie· Trejo the resolution was finally passed and adopted by the Council by the following vote: _6 voted "For" ~ voted "Against" 1699M • 'I \ ,.. ,.. all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached resolution is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, each member of the Council was given actual notice of time, place and purpose of the meeting and had actual notice that the matter would be considered; and that said meeting, and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the entitled resolution, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V .A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the 23rd day of April, 1992. City ecretary City o ubbock, Texas (City Seal) 1899:!r.Z CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS § § COUNTY OF LUBBOCK § § CITY OF LUBBOCK § I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: . 1. That on the 14th day of May, 1992, the City Council of the City of Lubbock, Texas, convened in regular session at its regular meeting place in the City Hall of said City; the duly constituted members of the Council being as follows: DAVID R. LANGSTON T. J. PATTERSON BILL MALOY JOAN BAKER MAGGIE TREJO M. J. ADERTON RANDY NEUGEBAUER MAYOR MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER all of said persons were present at said meeting, except the following: _____ _ "NONE . Among other business considered at said meeting, the attached resolution entitled: AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992"; levying an ad valorem tax upon all taxable property in the City and pledging the Net Revenues of the City's Sewer System for the payment of said Certificates; prescribing the terms and details of such Certificates and resolving other matters incident and related to the issuance, sale, security, payment and delivery of said Certificates; and providing an effective date. was introduced and submitted to the Council for passage and adoption. After presentation ani d~e consia,eration of the resolution, and upon a motion made by Councilmember an Y Neuge auer and seconded by Councilmember Maggie Trejo the resolution was finally passed and adopted by the Council by the following vote: _!_ voted "For" _o_ voted "Against" _o_ abstained 16995/3 all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached resolution is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, each member of the Council was given actual notice of time, place and purpose of the meeting and had actual notice that the matter would be considered; and that said meeting, and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the entitled resolution, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V .A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the 14th day of May, 1992. ecretary f Lubbock, Texas (City Seal) ,... ORDINANCE NO. 9521 First Reading April 23, 1992 Item #24 Second Reading May 14, 1992 Item /110 AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992"; levying an ad valorem tax upon all taxable property in the City and pledging the Net Revenues of the· City's Sewer System for the payment of said Certificates; prescribing the terms and details of such Certificates and resolving other matters incident and related to the issuance, sale, security, payment and delivery of said Certificates; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certificates of obligation in the maximum principal amount of $34,520,000 for the purpose of paying contractual obligations to be incurred for (i) the construction of improvements and extensions to the City's Wastewater Treatment System, to wit: one new activated sludge treatment plant; headworks facilities, solids handling facilities digester rehabilitation; administration maintenance building, and (ii) professional services rendered in connection therewith, 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 March 29 1992 and April 5 , 1992, 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 the ordinance authorizing the issuance of such certificates; and WHEREAS, no petition, protesting the issuance of such certificates and bearing valid petition signatures of at least 5% of the qualified voters of the City, has been filed with the City Secretary, any member of the Council or any other official of the City on or prior to the date of the passage of this ordinance; and WHEREAS, the Council hereby finds and determines 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 $34,520,000 to be designated and bear the title "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992" (the "Certificates"), for the purpose of paying contractual obligations to be incurred for (i) the construction of improvements and extensions to the City's Wastewater Treatment System, to wit: one new activated sludge treatment plant; headworks facilities, solids handling facilities digester rehabilitation; administration maintenance building, and (ii) professional services rendered in connection therewith, 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 May 15, 1992 (the "Certificate Date") and shall be in denominations of $5,000 or any integral multiple thereof 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 lnt.ermt Stated Maturity Amount Rate 1995 $1,725,000 5.50% 1996 1,725,000 5.50% 1997 1,725,000 5.50% 1998 1,725,000 5.50% 1999 1,725,000 5.50% 2000 1,725,000 5.50% 2001 1,725,000 5.50% 2002 1,725,000 5.50% 2003 1,725,000 5.50% 2004 1,725,000 5.50% 2005 1,725,000 5.50% 2006 1,725,000 5.50% 2007 1,725,000 5.50% 2008 1,725,000 5.50% 2009 1,725,000 5.50% 2010 1,725,000 5.50% 2011 1,730,000 5.50% 2012 1,730,000 5.50% 2013 1,730,000 5.50% 2014 1,730,000 5.50% The Certificates shall bear interest on the unpaid principal amount thereof from the date of delivery to the initial purchasers thereof (which date shall be the registration date noted on the Initial Certificates in the "Registration Certificate of Paying Agent/Registrar" to appear thereon) at the per annum rate shown above in this Section, and such interest shall be calculated on the basis of a 360-day year of twelve 30-day months. Interest on the Certificates shall be payable on February 15 and August 15 in each year, commencing February 15, 1993. 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 or 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 (the "Security Register") 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. Interest on each Certificate issued and delivered to a Holder shall accrue from the latest interest payment date that interest on such Certificate (or its Predecessor Certificate) has been paid that precedes the registration date appearing on such Certificate in the "Registration Certificate of Paying Agent/Registrar" (Section 8D hereof), unless the registration date appearing thereon is an interest payment date for which interest is being paid, in which case interest on such Certificate shall accrue from the registration date appearing thereon and provided further that with respect to the initial payment of interest on a Certificate, such interest shall accrue from the date of delivery of the Certificates (or its Predecessor Certificate) to the initial purchasers thereof. The selection and appointment of Ameritrust Texas National Association, Austin, Texas to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed and the City agrees and covenants to be kept and maintained at the principal office of the Paying Agent/Registrar books and records for the registration, payment and transfer of the Certificates (the "Security Registeru), all as provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement" substantially in the form attached hereto as Exhibit A and such reasonable rules and regulations as the Paying Agent/Registrar and City may prescribe; and the Mayor and City Secretary are 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 principal 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 Paying Agent/Registrar is located are -3- 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 sl'iall 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 Date11) 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 or 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, 2005, shall be subject to redemption prior to maturity, at the option of the City, in whole or in part, and, if in part, in inverse annual maturity, 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, 2004 or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. (b) Exercise of Redemption Option. At least forty-five (45) days prior to a redemption date for the 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 or 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 or the City. (c) Selection of Certificates for Redemption. Ir 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. -4- ,,... 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 or 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 principal 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. A Security Register relating to the registration, payment, and transfer or exchange of the Certificates shall at all times be kept and maintained by the City at the principal office of the Paying Agent/Registrar, as provided herein and in accordance with the provisions of an agreement with the Paying Agent/Registrar and such rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Certificate for transfer at the principal 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 principal office of the Paying Agent/Registrar. Whenever any Certificates are surrendered for -5- ,,,.. ,.. 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 principal 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 cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 28 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Certificate called for redemption, in whole or in part, within 45 days of the date fixed for the redemption of such Certificate; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate called for redemption in part. SECTION 6: 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 -6- a certificate of registration substantially in the form provided in Section SC, 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 8D, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon tny Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified, registered and delivered. 1 SECTION 7: Initial Certificates. The Certificates herein authorized shall be initially issued as a single fully registered certificate in the total principal amount of $34,520,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1. The Initial Certificate shall be the Certificate 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, the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificate 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 8: 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 shall be printed, lithographed, or engraved or produced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution, but the Initial Certificate(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. -7- B. Form of Certificates. REGISTERED NO._ Certificate Date: May 15, 1992 UNITED STATES OF AMERICA STATE OF TEXAS CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATE OF OBLIGATION SERIES 1992 Interest Rate: 5.50% Stated Maturity: Registered Owner: Principal Amount: REX}JSTERED $ ___ _ CUSIP NO: DOLLARS The City of Lubbock (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Lubbock, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, the Principal Amount stated above, on the Stated Maturity date specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof (computed on the basis of a 360-day year of twelve 30-day months) from the interest payment date next preceding the "Registration Date" of this Certificate appearing below (unless this Certificate bears a "Registration Date" as of an interest payment date, in which case interest shall accrue from such date, or unless the Registration Date of this Certificate is the delivery date of this Certificate (or its Predecessor Certificate) to the initial purchasers, in which case interest shall accrue from such date of delivery to the initial purchasers at the per annum rate of interest specified above; such interest being payable on February 15 and August 15 of each year, commencing February 15, 1993. Principal of this Certificate is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the principal 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 -8- other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. 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 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. 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 $34,520,000 (herein referred to as the "Certificates") for the purpose of paying contractual obligations to be incurred for (i) the construction of improvements and extensions to the City's Wastewater Treatment System, to wit: one new activated sludge treatment plant; headworks facilities, solids handling facilities digester rehabilitation; administration maintenance building, and (ii) professional services rendered in connection therewith, under and in strict conformity with the Constitution and laws of the State of Texas, particularlyV.T.C.A., Local Government Code, Subchapter C of Chapter 271, and pursuant to an Ordinance adopted by the governing body of the City (herein referred to as the "Ordinance"). The Certificates maturing on and after February 15, 2005, may be redeemed prior to their Stated Maturities, at the option of the City, in whole or in part, and, if in part, in inverse annual maturity, 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 151 20041 or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption and upon 30 days prior written notice being sent by United States Mail, first class postage prepaid, to the registered owners of the Certificates to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Certificate (or any portion of the principal sum hereoO shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Certificate (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and interest thereon shall cease to accrue from and after the redemption date therefor, provided moneys for the payment of the redemption price ,.. and the interest on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar. In the event of a partial redemption of the principal amount of this Certificate, payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Certificate to the Paying Agent/Registrar at its principal office and there shall be issued, without charge therefor to the registered owner hereof, a new Certificate or Certificates of like -9- maturity and interest rate in any authorized denominations provided by • the Ordinance for the then unredeemed balance of the principal sum hereof. If this Certificate is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer this Certificate to an assignee o~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 hereof in the event of its redemption 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, together with the Previously Issued Obligations (as defined in the Ordinance), are additionally payable from and secured by a lien on and pledge of the Net Revenues (as defined in the Ordinance) of the City's Sewer System (the "System"), such lien and pledge, however, being junior and subordinate to the lien on and pledge of the Net Revenues of the System securing the payment of "Prior Lien Obligations" (as defined in the Ordinance) hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations while the Certificates are outstanding without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise, as well as the right to issue Additional Obligations (as defined in the Ordinance). Reference is hereby made to the Ordinance, a copy of which is on file in the principal 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 properties constituting the System; the Net Revenues pledged to the payment of the principal of and interest on the Certificates; the nature and extent and manner of enforcement of the pledge; the terms and conditions relating to the transfer of this Certificate; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders of the Certificates; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the liens, pledges, charges and covenants made therein 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 principal 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 -10- ,.. principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. : The City and the Paying Agent/Registrar, and any agent of either, may treat the registered owner hereof whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new record date for such interest payment (a 11Special 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 Ordiqance; 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 by the levy of a tax and a pledge of the Net Revenues of the System 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. -11- ,... IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly executed under the official seal of the City as of the Certificate Date. COUNTERSIGNED: (SEAL) -12- ,... C. * Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § § 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. WITNESS my signature and seal of office this ________ , (SEAL) Comptroller of Public Accounts of the State of Texas *NOTE TO PRINTER: Do not print on definitive Certificates D. Fonn of Certificate of Paying Agent/Registrar to Appear on definitive Certificates. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued and registered under the provisions of the within-mentioned Ordinance; the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registration Date: AMERITRUST TEXAS NATIONAL ASSOCIATION Austin, Texas as Paying Agent/Registrar By _____________ _ Authorized Signature -18- ,- ,... E. Form or Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee:) ............................... . ........................................................................................................................................................................................ (Social Security or other identifying number: ............................. ) the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints .................... . ...................................................................................................................................................................... attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: .............................. . .. ......................................................................... , ..... . 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. Signature guaranteed: ................................................. F. The Initial Certificates shall be in the form set forth in paragraph B of this Section. except that the form of the fully registered Initial Certificates 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: -14- ,... YEAR PRINCIPAL INSTALLMENTS (Information to be inserted from Section 2 hereoO. INTEREST RATE (or so much principal thereof as shall not have been prepaid prior to maturity) and to pay interest on the unpaid Principal Amount hereof computed on the basis of a 360-day year of twelve 30-day months at the per annum rates of interest specified above; such interest to accrue on such principal installment amounts when and as such amounts, or portions thereof, are advanced to the City by the initial purchasers and to be payable on February 15 and August 15 of each year,, commencing February 15, 1993. Principal installments of this Certificate are payable in the year of maturity or on a prepayment date to the registered owner hereof, upon its presentation and surrender at the principal office of Ameritrust Texas National Association, Austin, Texas (the "Paying Agent/Registrar''). 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. 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 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. 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 9: Definitions. That for purposes of this Ordinance and for clarity with respect to the issuance of the Certificates, and the levy of taxes and appropriation of Net Revenues therefor, the following words or terms, whenever the same appear herein without qualifying language, are defined to mean as follows: (a) The term "Additional Certificates" shall mean combination tax and revenue certificates of obligation hereafter issued under and pursuant to the provisions ofV.T.C.A., Local Government Code, Subchapter C of Chapter 271, or similar law hereafter enacted and payable from ad valorem taxes and additionally payable from and secured by a lien on and pledge of the Net -15- - Revenues of the System on a parity with and of equal rank and dignity with the lien and pledge securing the payment of the Certificates. (b) The term ncertificates" shall mean $34,520,000 "CITY OF LUBBOC~ TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992" authorized by this Ordinance. (c) The term "Certificate Fund" shall mean the special Fund created and established under the provisions of Section 10 of this Ordinance. (d) The term "Collection Date" shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date annual ad valorem taxes levied each year by the City become delinquent. (e) The term "Fiscal Year" shall mean the annual financial accounting period used with respect to the operations of the System now ending on September 30th of each year; provided, however, the City Council may change, by ordinance duly passed, such annual financial accounting period to end . on another date if such change is found and determined to be necessary for budgetary or other fiscal purposes. (0 The term "Government Obligations" shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and the United States Treasury obligations such as its State and Local Government Series in book-entry form. (g) The term "Gross Revenues" shall mean, with respect to any period, all income, revenues and receipts received from the operation and ownership of the System. (h) The term "Net Revenues" shall mean the Gross Revenues of the System, with respect to any period, after deducting the System's Operating and Maintenance Expenses during such period. (i) The term "Operating and Maintenance Expenses" shall mean all reasonable and necessary expenses directly related and attributable to the operation and maintenance of the System, including, but not limited to, the cost of insurance, the purchase and carrying of stores, materials, and supplies, the payment of salaries and labor, and other expenses reasonably and properly charged, under generally accepted accounting principles, to the operation and maintenance of the System. 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 -16- ,... be considered as "Operating and Maintenance Expenses" for purposes of determining "Net Revenues". G) 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 cancelled 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 23 hereof by the irrevocable deposit with the Paying Agent/Registrar, or an authorized escrow agent, of money or Government Securities, or both, in the amount necessary to fully pay the principal of, premium, if any, and interest thereon to maturity or redemption, as the case may be, provided that, if such Certificates are to be redeemed, notice of redemption thereof shall have been duly given pursuant to this Ordinance or irrevocably provided to be given to the satisfaction of the Paying Agent/Registrar or w~ived; 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 27 hereof. (k) The term "Previously Issued Obligations" shall mean (i) the outstanding "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Refunding Bonds, Series 1988," (ii) the outstanding "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1988," and (iii) the outstanding "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1991." (1) The term "Prior Lien Obligations" shall mean all bonds or other similar obligations hereafter issued that are payable in whole or in part from and secured by a lien on and pledge of the Net Revenues of the System and such lien and pledge securing the payment thereof is prior and superior in claim, rank and dignity to the lien and pledge of the Net Revenues securing the payment of the Certificates. (m) The term "Similarly Secured Obligations" shall mean collectively the Certificates, the Previously Issued Obligations, and any Additional Certificates. -17- ,,.. (n) The term "System" shall mean the City's sanitary sewer system, being all sanitary sewage collection system, ground storage facilities, effluent disposal and treatment facilities and/or other works and equipment. SECTION 10: Certificate Fund. That, 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 1992 CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATE OF OBLIGATION FUND", which Fund shall be kept and maintained at the City's depository bank, and moneys deposited in said Fund shall be used for no other purpose. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent for the Certificates, from funds on deposit in the Certificate Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Certificates as the same accrues or matures or comes due · by reason of redemption prior to maturity; such transfers of funds to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent for the Certificates at the close of business on the last business day next preceding each interest and/or principal payment date for the Certificates. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the "Public Funds Investment Act of 1987" 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 11: Tax Leyy. That to provide for the payment of the "Debt Service Requirements" on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied 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 deposited into the Certificate Fund. This governing body hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. -18- ,... The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates herein authorized to be issued shall be determined and accomplished in the following manner: (a) Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: (1) The amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of Net Revenues of the System appropriated and allocated to pay such Debt Service Requirements prior to the Collection Date for the ad valorem taxes to be levied. (2) The amount of Net Revenues . if any, appropriated and to be set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (3) The amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (b) The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established . in paragraph (3) above less the sum total of the amounts established in paragraphs (l)and (2), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 12: Pledge of Revenues. The City hereby covenants and agrees that, subject only to a prior lien on and pledge of the Net Revenues of the System for the payment and security of Prior Lien Obligations, the Net Revenues of the System, with the exception of those in excess of the amounts required to be deposited to the Certificate Fund as hereafter provided, are hereby irrevocably pledged, equally and ratably, to the payment of the principal of and interest on the Similarly Secured Obligations as herein provided, and the pledge of the Net Revenues of the System herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the System in accordance with the terms and provisions hereof and be -19- 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 18: System Fund. The City hereby reaffirms its covenant and agreement made in connection with the issuance of the Previously Issued Obligations that all Gross Revenues (excluding earnings from the investment of money held in any special funds or accounts created for the payment and security of Prior Lien Obligations) shall be deposited from day to day as collected into a "City of Lubbock, Texas, Sewer 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: Ei:r§.t: To the payment of all necessary and reasonable Operating and Maintenance Expenses of the System as defined herein or required by statute to be a first charge on and claim against the Gross Revenues. Second: To the payment of the amounts required to be deposited in the special Funds created and established for the payment, security and benefit of Prior Lien Obligations in accordance with the terms and provisions of the ordinances authorizing the issuance of Prior Lien Obligations; and Third: Equally and ratably to the payment of the amounts required to be deposited in the special funds and accounts created and established for the payment of the Similarly Secured Obligations. · Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment thereof, m,y be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 14: Deposits to Certificate Fund. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to each interest arid principal payment date from the Net Revenues of the System, after deduction of all payments required to be made to special Funds or accounts created for the payment and security of the Prior Lien Obligations, an amount equal to one hundred per centum (100%) of the amount required to fully pay the accrued interest and principal of the Certificates then due and payable by reason of maturity or redemption prior to maturity, such deposits to pay accrued interest and principal on the Certificates to be made in substantially equal monthly installments on or before the last business day of each month beginning the month the Certificates are delivered to the initial purchaser. The monthly deposits to the Certificate Fund, as hereinabove provided, shall be made until such time as such Fund contains an amount equal to pay the principal of and interest on the Certificates to maturity. Ad valorem taxes levied, collected and -20- deposited in the Certificate Fund for and on behalf of the Certificates may be taken into consideration and reduce the amount of the monthly deposits otherwise required to be deposited in the Certificate Fund from the Net Revenues of the System.: In addition, any proceeds of sale of the Certificates in excess of the amount required to pay the contractual obligations to be incurred (including change orders to a construction contract) shall be deposited in the Certificate Fund, which amount shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes and the Net Revenues of the System. SECTION 15: Securfur of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 16: Maintenance of System -Insurance. While the Certificates remain Outstanding, the City covenants and agrees to maintain and operate the System with all possible efficiency and to maintain casualty and other insurance on the properties of the System and its operations of a kind and in such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type business; and that it will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Texas. SECTION 17: Rates and Charges. The City hereby covenants and agrees that rates and charges for services provided by the System will be established and maintained, on the basis of all available information and experience and with due allowance for contingencies, that are reasonably expected to provide Gross Revenues to pay: (a) Operating and Maintenance Expenses of the System; (b) the interest on and principal of Prior Lien Obligations and the amounts required to be deposited into any special Funds created and established for the payment and security of the Prior Lien Obligations; (c) the amounts required to be deposited in the special Funds or Accounts created for the payment of the Similarly Secured Obligations; (d) any other legally incurred indebtedness payable from the revenues of the System and/or secured by a lien on the System or the revenues thereof. SECTION 18: Records and Accounts • Annual Audit. The City further covenants and agrees that while any Certificates remain Outstanding, it will keep and maintain accurate and complete records and accounts pertaining to the ownership, operation and maintenance of the System. The Holders of the Certificates or any duly authorized agent or agents of such Holders shall have the right to inspect the System -21- and all properties comprising the same. The City further agrees that following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of Certified Public Accountants. Copies of each annual audit shall be furnished to the Executive Director of the Municipal Advisory Council of Texas at his office in Austin, Texas and to the initial purchaser of the Certificates and any subsequent Holder of 10% or more in principal amount of the Certificates Outstanding. SECTION 19: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Ordinance, the owner or owners of any of the Certificates shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescense therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 20: follows: Special Covenants. The City hereby further covenants as (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 V.T.C.A., Local Governmental Code, Subchapter C of Chapter 271. (b) Other than for the payment of the Certificates and the Previously Issued Obligations, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System. SECTION 21: 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 or any other limitation or restriction. In addition, the City reserves the right to issue Additional Certificates, without limitation or any restriction or condition being applicable to their issuance under the -22- ,... ,.. terms of this Ordinance, payable from and secured by a lien on and pledge of the Net Revenues of the System of equal rank and dignity, and on a parity in all respects, with the lien thereon and pledge thereof securing the payment of the Certificates. SECTION 22: 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 ithe 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 23: Satisfaction of Obligations of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Net Revenues of the System under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at maturity or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. The City covenants that no deposit of moneys or Government Securities will -23- be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as 11arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/Registrar and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of four ( 4) years after the maturity, or applicable redemption date, of the Certificates 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 24: 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 25: 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. -24- ,... In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 26: Cancellation. Certificates surrendered for payment, redemption, transfer, or exchange, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled 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 cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying Agent/Registrar shall be returned to the City. SECTION 27: Mutilated. Destroyed, Lost and Stolen Certificates. In case any Certificate shall be mutilated, or destroyed, lost . or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Certificates. -25- ,,.. SECTION 28: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section 28, the following terms have the following meanings: "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, enacted on or before the date of delivery of the Certificates to the initial purchaser(s) thereof. "Computation Date" has the meaning stated in Treas. Reg. § 1.148-8T(b)(l). "Gross Proceeds" has the meaning stated in Treas. Reg.§ 1.148-BT(d). "Investment" has the meaning stated in Treas. Reg.§ 1.148-BT(e). "Net Proceeds" of the Certificates means the proceeds of the Certificates. "Nonpurpose Investment" means any Investment in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purpose of the Certificates. "Rebatable Arbitrage" has the meaning stated in Treas. Reg.§ 1.148-2T. ''Yield of' (1) any Investment shall be computed in accordance with Treas. Reg. §1.148-2T, and (2) the Certificates has the meaning stated in Treas. Reg.§ 1.148-3T. (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 shall have received a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exclusion of interest on any Certificate from gross income for federal income tax purposes pursuant to Section 103 of the Code, the City shall comply with each of the specific covenants in this Section. -26- ,,.. (c) No Private Use or Private Peyments. Proceeds of the Certificates and the facilities financed with the proceeds of the Certificates will not be used in a manner that would cause the Certificates to be "private activity bonds," as that term is defi~ed in section 141 of the Code. Except as permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall, at all times prior to the last Stated Maturity of Certificates, ! (1) exclusively own, operate, and possess all property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds of the Certificates and not use or permit the use of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds in any activity carried on by any person or entity other than a state or local government, unless such use is solely as a member of the general public, or (2) not directly or indirectly impose or accept any charge or other payment for use of Gross Proceeds of the Certificates or any property the acquisition, construction, or improvement of which is to be financed directly or indirectly with such Gross Proceeds, other than tues of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be 1'loaned11 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 ta,c purposes1 (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 benefit.a of ownership, of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, the City shall not, at any time prior to the final Stated Maturity of the Certificates, directly or indirectly invest Gross Proceeds of the Certificates in any Investment (or use such Gross Proceeds to replace money so invested), if as a result of such investment the Yield of all Investment.a allocated to such Gross Proceeds whether then held or previously disposed of, exceeds the Yield of the Certificates. (0 Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally -27- ,- guaranteed within the meaning of Section 149(b) of the Code and the regulations and rulings thereunder. (g) Information Report. The City shall timely file with the Secretary of the Treasury the information required by section 149(e) of the Code with respect to the Certificates on such form and in such place as such Secretary may prescribe. (h) Payment of Rebatable Arbitrage. Except to the extent otherwise provided in section 148(0 of the Code and the regulations and rulings thereunder, (1) The City shall account for all Gross Proceeds of the Certificates (including all receipts, expenditures, and investments thereoO on its books of account separately and apart from all other funds (and receipts, expenditures, and investments thereoO and shall maintain all records of such accounting with the official transcript of the proceedings relating to the issuance of the Certificates until six years after the final Computation Date. The City may, however, to the extent permitted by law, commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall either (i) cause to be calculated by a nationally recognized accounting or fmancial advisory firm or (ii) calculate and cause its calculations to be verified by a nationally recognized accounting or financial advisory firm. in either case in accordance with rules set forth in section 148(0 of the Code and Treas. Reg.§ 1.148-2T and rulings thereunder, the Rebatable Arbitrage with respect to the Certificates. The City shall maintain such calculations with the official transcript of the 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 initial purchasers thereof and the loan of the money represented thereby, and in order to induce such purchase by measures designed to result in 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 the amount described in paragraph (2) above and the amount described in paragraph (4) below, at the times, in the installments, to the place, in the manner, and accompanied by such forms or other information as is or may be required by section 148(0 of the Code and Treas. Reg.§§ 1.148-lT through 1.148-9T and rulings thereunder. ( 4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (2) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any -28- Correction Amount as described in Treas. Reg. § 1.148-1T(c)(2) and any penalty under Treas. Reg.§ 1.148-1T(c)(8)(ii)(B). SECTION 29: Sale of the Certificates. The sale of the Certificates to the Texas Water Development Board (herein referred to as the "Purchasers" or the "Board") at the price of par is hereby approved and confirmed. Delivery of the Certificates to the Purchasers shall occur as soon as possible upon payment being made therefor in accordance with the terms of sale. SECTION 80: Proceeds of Sale; Construction Fund. The City hereby creates a construction fund account in the City's depository bank, which is known as the "Construction Fund", into which shall be deposited all proceeds derived from the sale of the Certificates, all in accordance with Section 32 of this Ordinance and this Section. To the extent of conflict between this Section and Section 82, Section 32 controls. Moneys on deposit in the Construction Fund shall be disbursed only for payment of the costs of the project financed. All expenditures for construction, labor and materials shall be disbursed only upon receipt of a certificate of Black & Veatch Engineers, the engineer named in the City's Application to the Board, or of a substitute engineer acceptable to the Board, based upon estimates of work and material furnished as approved by them and submitted to the City and the City's engineer for approval prior to payment. The City shall keep records of the nature and amount of all Construction Fund expenditures and make the same available to the engineers at all reasonable times. Should there be any balance in the Construction Fund after all such costs of the Project have been paid, such balance shall be placed in the Certificate Fund. Subject to the limitations of the Public Funds Investment Act of 1987, moneys in the Construction Fund may be invested in one or more of the following (a) Government Obligations, (b) certificates of deposit of any bank or trust company which are fully secured by a pledge of direct obligations of, or obligations of which the principal and interest are guaranteed by, the United States of America to the extent such certificates are not insured, which obligations shall mature on dates which coincide as closely as practicable to the dates when money will be needed to pay construction costs as such dates are estimated in schedules prepared by the engineer and furnished the City. All earnings realized from these investments shall be transferred to the Certificate Fund. SECTION 31: 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. -29- Furthermore, the Mayor, City Secretary, City Manager, and Assistant City Manager for 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 (or the delivery or the Initial Certificate to the purchasers. SECTION 82: Compliance with State Revolving Loan Fund Rules. In compliance with the State Revolving Loan Fund Permanent Rules of the Board, the City agrees and covenants: (1) to keep and maintain full and complete records and accounts pertaining to the construction of the project financed with the proceeds of sale of the Certificates, including the construction fund account created below, in accordance with the standards set Corth by the Government Accounting Standard Board; (2) a "Special City or Lubbock SRF Loan Construction Fund" has been created and established by Section 30 of this Ordinance at an official depository or the City (the "Construction Fund") for the receipt and disbursement of all proceeds from the sale or the Certificates and all other funds acquired by the City in connection with the planning and construction of the projects fmanced, in whole or in part, by the Board pursuant to a loan evidenced by the Certificates and all funds deposited to the credit of the Construction Fund shall be disbursed only (or the payment of costs and expenses incurred in connection with the planning and building of such projects as approved by the Board and as otherwise allowed by the rules; (3) upon completion or the construction of the projects financed, in whole or in part, by the loan evidenced by the Certificates, to provide a final accounting to the Board or the total costs or the projects. IC the projects as finally completed were built at a total cost less than the amount of available funds for building the projects, or if the Executive Administrator of the Board disapproves construction of any portion of such projects as not being in accordance with the plans and specifications, the City agrees to immediately, with filing or the final accounting, return to the Board the amount of any such excess and/or the cost determined by the Executive Administrator. of the Board relating to the parts of such projects not built in accordance with the plans and specifications, to the nearest multiple of the authorized denominations for the Certificates, upon the surrender and cancellation of a like amount of such Certificates held by the Board in inverse order of their Stated Maturities. In determining the amount of available funds for building the project, the City agrees to account for all amounts deposited to the credit of the Construction Fund, including all loan funds extended by the Board, all other funds available from the projects as -30- ,... described in the project engineer's or fiscal representative's sufficiency of funds statement and all interest earned by the City on money in the Construction Fund; (4) notwithstanding the provisions of Section 16 hereof, to maintain adequate insurance coverage on the projects financed with the proceeds of the Certificates in amounts adequate to protect the Board's interest; (5) to implement any water conservation program required by the Board until all financial obligations to the State have been discharged; (6) to comply with any special conditions specified by the Board's environmental determination until all financial obligations to the State have been discharged; and (7) to abide by the Board's rules and relevant state statutes. SECTION 33: Legal Opinion. The Purchaser's obligation to accept delivery of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski, Attorneys, approving such Certificates as to their validity, said opinioµ to be dated and delivered as of the date of final delivery and payment for · the Certificates. SECTION 34: 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 35: 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. SECTION 36: 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 87: 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. -31- SECTION 38: Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 39: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 40: Construction of Tenns. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the ph.iral, 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 o~her genders. SECTION 41: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the pqblic and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. SECTION 42: 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, this 23rd day of April, 1992. PASSED AND ADOPTED of May, 1992. ATTEST: Ci (City Seal) -32- EXHIBIT A 1 PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of May 14, 1992 (this "Agreement"), by and between the City of Lubbock, Texas (the "Issuer"), and Ameritrust Texas National Association, Austin, Texas, a banking association duly organized and existing under the laws of the United States of America (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992" (the "Securities") in the aggregate principal amount of $34,520,000, such Securities to be issued in fully registered form only as to the payment of principal thereof and interest thereon; and WHEREAS, the Securities are to be delivered to the initial purchasers thereof as soon as possible; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment or the principal or, 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 or 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: Section 1.01. ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Am>ointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities, and, as such Paying Agent, the Bank shall be responsible for paying on behalf of the Issuer the principal of, 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 and to hold the Initial Certificates in escrow and make delivery of the Securities as provided in the Bond Resolution. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/ Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). Section 2.01. ARTICLE TWO DEFINITIONS Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: 11'027 "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 corporate trust office of the Bank as indicated on page 12 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "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 Secretary, City Manager, or · Assistant City Manager for Financial Services, any one or more of said officials, and delivered to the Bank. -2- "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government, or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Resolution). "Redemption Date" when used with respect to any Bond 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 transfer of Securities. "Stated Maturity" means the date specified in the Bond Resolution the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," "Issuer," and •isecurities (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. 11027 -3- Section 3.01. ARTICLE THREE PAYING AGENT Duties of the Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have·been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it !or such purpose by or on behalf of the Issuer, pay on behalf o!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 fidicuary account provided in Section 5.05 hereof, sent by United States mail, first class, postage prepaid, to the address appearing on the Security Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities at the dates specified in the Bond Resolution. Section 4.01. ARTICLE FOUR REGISTRAR 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 or the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacements 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, such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder thereof or his agent duly authorized in writing. 1'70l7 -4- ,... The Bank may request any supporting documentation it feels necessary to effect a re-registration, transfer, or exchange of the Securities. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Securities. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other governments or corporations for which it serves as registrar, or that is maintained for its own securities. Section 4.03. Form of the Security Register. The Ban1t, as Registrar, will maintain the Security Register relating to the registration, payment, transfer, and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the -5- 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 Securities. 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 27 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, destroyed, lost, or stolen, the Bank, in its discretion, 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 (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 bold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution, and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, destroyed, lost, or stolen. Section 4.07. Transaction Information to the Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01 hereof, Securities it has delivered upon the transfer or exchange of' any Securities pursuant to Section 4.01 hereof, and Securities it bas delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06 hereof. Section 5.01. ARTICLE FIVE THE BANK Duties of the Bank. The Bank undertakes to perform the duties set forth herein and in the Bond Resolution (relating to the Initial Certificates) and agrees to use reasonable care in the performance thereof. 170ll'1 -6- Section 5.02. Reliance on the Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. ' (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of it.s 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. (0 The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.08. Recitals of the 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 responslblity 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. 1'7027 -7- ,.. 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 the Bank -Separate Account/ Collateralization. A separate 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 collaterialized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for accounts of the Issuer to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such account shall be made by check drawn on such 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 ariy claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 6.07. 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 the Bank Office or the administrative office of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address 11027 -8- ,... referred to in Section 6.08 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 services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. Section 6.01. ARTICLE SIX MISCELLANEOUS PROVISIONS Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 11 of this Agreement. Section 6.04. Effect or 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. 1102'7 .9. Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate (i) on the date of fmal 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 the Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay, or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereoO, together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. 1'10'l7 -10- Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by th of the State of Texas. IN WITNESS WHEREOF, the parties hereto have executed this Agreem nt as of the day and year first above writte . [SEAL] cJ ·~e ' I \ ~ -cisecretary? RANETTE BOYD (SEAL) ATTEST: Title: ______ _ 11027 Address: P. 0. Box 2000 Lubbock, Texas 79457 AMERITRUST TEXAS NATIONAL ASSOCIATION Austin, Texas By: --------------1--- Mailing Address: P. 0. Box 149036 Austin, Texas 78714-9036 Delivery Address: 1000 San Jacinto Center 98 San Jacinto Blvd. Austin, Texas 78701 -11- GENERAL CERTIFICATE THE STATE OF TEXAS § § COUNTY OF LUBBOCK § § CITY OF LUBBOCK § WE, the undersigned, Mayor and City Secretary, respectively, of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. Relative to Tax-Supported Indebtedness. That the total principal amount of indebtedness of the City, including the proposed $34,520,000 "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992," dated May 15, 1992, payable from ad valorem taxes levied and collected by the City is as follows: OUTSTANDING INDEBTEDNESS SERIES 1992 CERTIFICATES TOTAL INDEBTEDNESS $ 89, 783,752 34,520.000 $124,303,752 2. Relative to Debt Service Requirements. That a debt service requirement schedule for the City's above-described outstanding indebtedness as well as the proposed $34,520,000 "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992," dated May 15, 1992, is attached hereto as Exhibit A and made a part of this certificate for all purposes. 3. Relative to City Officials. That certain duly qualified and acting officers of said City are as follows: 4. DAVID R. LANGSTON RANETTE BOYD LARRY J. CUNNINGHAM J. ROBERT MASSENGALE Relative to Incorporation. MAYOR CITY SECRETARY CITY MANAGER ASSISTANT CITY MANAGER FOR FINANCIAL SERVICES - CITY TREASURER That said City is incorporated under the General Laws of the State of Texas, and is operating under the Home Rule Amendment to the Texas Constitution, Section 5, Article XI, as amended in 1912; the City Charter was originally adopted at an election ,,.. held, on December 27, 1917, and said Charter has not been amended or revised in any respect since May 7, 1988, the date of the last Charter Amendment Election. 5. Relative to Taxable Values. That the assessed value of all taxable property (net of exemptions) in the City, as shown by the tax rolls for the year 1991, and which have been duly approved and are the latest official assessment of taxable property in the City is as follows: TOTAL ASSESSED TAXABLE VALUES OF REAL AND PERSONAL PROPERTY 6. Relative to N onencumbrance. $4,741,607,780 Save and except for the pledge of the income and revenues of the City's Sewer System to the payment of principal and interest to become due with respect to the proposed "City of Lubbock, Texas, Combination Tex and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992,11 dated May 15, 1992, and the ~City of Lubbock, Texas, Combination Tex and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1988,'1 and the ltCity of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Refunding Bonds, Series 1988," said income and revenues of said System have not been pledged or hypothecated in any other manner or for any other purpose; and the above obligations evidence the only liens, encumbrances or indebtedness of said System or against the income and revenues of such System. 7. Relative to Income and Revenues. The following is a schedule of the gross receipts, operating expenses and net revenues of the City's Sewer System for the years stated: Fiscal Year Gross Operating Net Ending9-80 Receipts Emenses Revenues 1986 $4,194,086 $2,085,015 $2,109,071 1987 5,001,994 3,248,287 1,753,757 1988. 6,370,167 4,201,440 2,169,327 1989 9,097,080 4,124,560 4,972,520 1990 10,334,826 4,054,261 6,280,565 1991 9,417,207 4,402,844 5,014,868 8. Relative to Utilin: Pronerties. The sewer utility properties owned, operated and maintained by the 'City currently provides sewer services to approximately 184,121 inhabitants of the City. 1'700:i -2- As of the date hereof, no question is pending and no proceedings of any nature have been instituted in any manner questioning the City's right and title to its utility properties or its authority· to operate the same. 9. Relative to Rates and Charges. The current monthly rates and charges for services provided by the City's Sewer System are as follows: SEWER RATES Residential First. 3,000 gallons (minimum) Next 7,000 gallons Over 10,000 gallons Maximum Monthly Charge Commercial/Industrial (1) First 3,000 gallons (minimum) Over 3,000 gallons (1) Industrial Waste Surcharges: Biochemical Oxygen Demand and grease Suspended Solids 10. Relative to No Petition. Present Rate (effective 10/1/91) $ 5.60 $ .68/M gallons No additional charge $10.36 $5.60 $ .68/M gallons $0.1076/lb. $0.0918/lb. That no petition of any kind or character has been filed with the Mayor, City Secretary or any other official of the City protesting the issuance of the proposed "City of Lubbock, Texas Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 1992". 11. Relative to Interest Earnings. That interest earnings on proceeds from the sale of $34,520,000 "City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certificates of Obligation, Series 199211 will be deposited to the Certificate Fund established by the ordinance authorizing the issuance of the obligations, save and except during theltime of construction of improvements and extensions being financed by such obligations, such interest earnings, upon approval of the governing body of the City, will be ,lused for the construction of improvements and extensions for which such obligations are being issued. 1~ WITNESS OUR HANDS AND TEXAS, this the 14th day of May, 199 . ,-. (City Seal) 17005 -4- ) ) ) } ) ) } ) } . J CITY OF LUBBOCK, TEXAS EXHffl!IA Gmenl Obliplioll Dmt Senn Reqahmeats FillCal Year Endin, Outstandim: Debt DI 1222 §!wir Sx!!!m Q!l!ifiete• Combined 9-~2 Princioal lnterellt IO'lal flincie!I Jnte[!lt Il!!!I Reauirements 1992 SS,675,000 S 7,184,459 SlS,IIS9,4S9 s s s SIS,859,459 1993 11,300,000 6,089,812 14,389,811 2,2.51,951111 2,2.51,951 16,641,763 1994 8,380,000 4,971,610 13,358,610 1,898,600 l,8911,600 IS,2.57,210 1995 7,90S,OOO 4,371,586 12,2S3,S86 1,72.S,OOO 1,IISl,163 3.,576,163 15,859,749 1996 7,945,000 3,836,198 11,711,198 1,72.S,OOO 1,756,299 3.481,299 lS,262,486 1997 7,649,434 3,S00,404 11,149,1138 1,725,000 1,661,413 3,386,413 14,536,251 1998 7,S4S,076 3,037,209 I0.SB2,l85 1,725,000 1,566,538 3,291,538 13,873,923 1999 7,321,493 2,572,SOS 9,894,001 l,72.S,000 1,471,663 3,196,663 13,090,664 2000 4,799,986 4,129,154 8,9211,140 1,725,000 1,376,798 3,101,7111 11,029,929 2001 4,409,442 3,3110,30ll 7,789,750 1,725,000 1,281,913 3,006,913 10,796,663 2002 3,993,639 2,443,557 6,437,196 l,72.S,000 1,187,038 2,912,038 9,349,234 2003 3,814,682 1,737,940 S,552,622 1,725,000 1,092,163 2,1117,163 11,369,795 2004 2,790,000 1,044,464 3,834,464 1,725,000 997,2811 2,722,289 6,556,751 1005 2,790,000 SSS,551 3,645,SSI 1,725,000 902,413 2,627,413 6,272,964 2006 2,795,000 669,718 3,464,718 1,725,000 807,531 l.S32,S38 S,997,326 2007 2,ffl,000 485,041 3,280,041 1,72.S,OOO 712,663 2,437,663 5,717,704 2008 2,150,000 32.5,616 2,475,616 1,725,000 617,718 2,341,711 4,Slll,404 2009 1,815,000 205,001 2,020,001 1,72.S,OOO 522,913 2,247,913 4,267,914 2010 1,250,000 114,700 1,364,700 1,725,000 4211,031 2,153,038 3.517.738 2011 1,250,000 41,351 l,29l,3Sl 1,730,000 333,02.5 2,063,025 3,354,376 2012 SS,000 2,338 87,338 1,730,000 237,875 l,967,175 2,0SS,213 2013 1,730,000 142,725 1,872,725 1,1172,725 2014 1,2J2.000 il.~~ 1,m.~1s 1.m.~zs ffl,4511.752 ss1,01i,59s $149.470,347 S3•.520,000 W,1:15,359 J57166S.3S9 00,135, 706 C11Jnte,e1t on die 1992 Sewer Syttem Certlficate1 ha, been cak:ul•tecl at S.50'5 from Jvne S, I 992, die •ndoipatN dal4I of delivery. CERTIFICATE AS TO TAX EXEMPTION THE STATE OF TEXAS § § COUNTY OF LUBBOCK § § CITY OF LUBBOCK § I, the undersigned, Assistant City Manager for Financial Services of the City of Lubbock, Texas, (the '1ssuer"), who with other officers are charged with the responsibility of issuing and delivering the "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992", dated May 15, 1992, in the principal amount of $34,520,000 (the "Certificates"), DO HEREBY CERTIFY that, to the best of my knowledge and belief, the following facts and estimates are reasonable expectations relating to the issuance and sale of the Certificates and the use and expenditures of proceeds thereof. Unless otherwise noted, capitalized terms herein shall have the same meanings ascribed thereto in the ordinance authorizing the issuance of the Certificates. 1. Pur_pose of the Certificates. The Certificates are being issued to finance the costs of constructing improvements to the City's Wastewater Treatment System (the "Project"), and to pay contracts for professional services. 2. Source and Disbursement of Funds. 2.1 The Certificates were issued and delivered to the purchasers thereof on the date hereof in exchange for the agreed purchase price of the Certificates of $34,520,000. 2.2 Costs of issuance relating to the Certificates are estimated to be $57,544.00 and will be paid out of proceeds of the Certificates. Costs of the Project are estimated to be $34,520,000. The Issuer acknowledges and understands that based on the certifications and representations appearing in paragraph (8) below, the amounts received frottt the purchaser of the Certificates, pending the expenditure thereof for authorized projects and purposes, may be invested without restriction as to Yield for a temporary period not to exceed three (3) years from the date of this Certificate, and in the event any of such proceeds of the Certificates shall remain unexpended on the third anniversary date of this Certificate, any investment of such proceeds after such anniversary date shall be restricted to obligations or accounts that have a Yield not in excess of the Yield of the Certificates. 3. Temporai:y Period. 8.1 Within six (6) months from the date of this Certificate, the Issuer will have incurred substantial binding obligations or commitments in the amount of at least $100,000 for the Project to be financed by the Certificates by entering into contracts for ,... - either construction, architectural services, engineering services, land acquisitions, site development, construction materials, or the purchase of equipment. 8.2 After entering into said contracts, work on the Projects will proceed with due diligence to completion, which is expected to occur on or about July, 1994. 3.3 All of the spendable proceeds of the Certificates will be expended for Project costs by the end of the three-year period from the date hereof. 4. Certificate Fund and the System Fund. 4.1 The Certificates are payable from an ad valorem tax levied upon all taxable property in the Issuer, and are additionally payable from a pledge of the Net Revenues of the City's Sewer System, and all taxes levied and collected for and on account of the Certificates, together with Net Revenues pledged and appropriated to pay the Certificates, are to be to deposited into a special Fund or Account (the "Certificate Fund") created and established for the payment of the Certificates, as provided in Section 10 of the Ordinance authorizing the issuance of the Certificates. The Certificate Fund was created primarily to acheive a proper matching of revenues and debt service for the Certificates within each bond year and moneys deposited therein will be used solely to pay the principal of and interest on the Certificates as the same becomes due and payable and the Issuer reasonably expects that there will be no other funds that will be so used or pledged or otherwise restricted so as to be available with reasonable certainty, to be used. 4.2 To the extent taxes collected for the payment of the Certificates equals the annual debt service paid, amounts deposited in the Certificate Fund will be spent within a thirteen month period beginning on the date of the deposit. Any amounts deposited in such Certificate Fund in excess of the annual debt service to be paid on the Certificates plus an amount not to exceed the greater of (i) one year's earnings on the Certificate Fund or (ii) one-twelfth (1/12) of the annual debt service on the Certificates will, to the extent such money are invested, be restricted to investments which have a Yield not in excess of the Yield of the Certificates. Any amount received from the investment of money held in the Certificate Fund will be spent within a one-year period beginning on the date of receipt. 4.8 Any amounts deposited to the System Fund shall be pledged in the priority set forth in Section 13 of the Ordinance. 5. Miscellaneous. 5.1 The Issuer has not been notified of any listing or proposed listing of the Issuer by the Internal Revenue Service as an issuer that may not certify its Certificates. 5.2 Any amount of income derived from the investment of money received upon the sale of the Certificates or from the investment of such investment income will either (i) be expended on the Project, or (ii) if and when found not to be required for such expenditure, will be deposited in the Certificate Fund and expended to pay 11033 -2- ,.,. I,.. principal and interest on the Certificates, within three (8) years from the date hereof or within one (1) year of receipt, whichever is sooner. 5.3 The Issuer has, in addition to the moneys received from the sale of the Certificates, moneys that are invested in various funds which are pledged for various purposes. These other funds are not available to accomplish the purposes described in 1 above, except as described in Section 4 hereof. 5.4 The principal amount of the Certificates, together with the investment income to be realized from the investment thereof based on current market rates (estimated to be $1,250,000.00), is not expected to be in excess of the most recent estimates of the amounts necessary to acquire, construct or equip, as the case may be, the Projects and paying costs of issuance of the Certificates. 5.5 No person or group of persons will have access to or use of or derive any special benefit (other than as members of the general public) from the facilities and improvements to be constructed with the proceeds of the Certificates, pursuant to any lease, management or payment contract or any other arrangement. 5.6 In accordance with Section 28 of the Ordinance, unless the Certificates meet an exception described in section 148(0 of the Code, the City will pay Rebatable Arbitrage to the United States at the times and in the amounts as provided in section 148 of the Code and the Treasury Regulations promulgated thereunder. It is anticipated that the Certificates may meet the exception contained in section 148(O(4)(C) of the Code, relating to obligations the proceeds of which are used for construction expenditures and are spent within a twenty-four (24) month period. The Issuer elects to apply the provisions of Treasury Regulation Section 1.148-6 to the Bonds. The Issuer irrevocably elects under section 148(O(4)(C)(vii) of the Code and Treasury Regulation Section 1.148-6(1) to pay the 1 1/2 percent penalty in lieu of arbitrage rebate with respect to the Bonds. The Issuer of the Bonds is the City of Lubbock, P.O. Box 2000, Lubbock, Texas, 79457, taxpayer identification number 75-6000590. The issue name, issue date, and face amount of the Bonds is as indicated herein, and a CUSIP number has not been assigned to the Bonds. The Issuer makes the special election under Treasury Regulation Section 1.148-6(e)(2) with respect to the Bonds. The Issuer reasonably expects that at least 75% of the available construction proceeds of the Bonds will be used for construction expenditures within the meaning of Treasury Regulation Section 1.148-6{0 with respect to the Project, which will be owned by the Issuer, a governmental unit. These reasonable expectations are supported by the statements and financial projections set forth in the Issuer's request to the Texas Water Development Board with respect to the Project. 5. 7. No other obligations of the Issuer payable from the same source of funds as the Certificates and with a common plan of financing have been or will be issued within 31 days of the date hereof. 17033 -3- ,.. 5.8 The yield on the Certificates, calculated on the basis that the present worth of all payments of principal and interest to be paid on the Certificates produces an amount equal to the "Issue Price" {as represented by the initial purchasers) of the Certificates, is 5,497 %. (City Seal) DATED: _ _,_JU-N-0-8-19-92- 11038 CITY OF LUBBOCK, TEXAS sistant City Manager for Financial Services -4- May 14, 1992 Item /HO SIGNATURE AND NO-LITIGATION CERTIFICATE THE STATE OF TEXAS § § COUNTY OF LUBBOCK § § CITY OF LUBBOCK § WE, the undersigned, officials of the City of Lubbock, Texas (the "Issuer"), do hereby certify as follows: (1) That this Certificate is executed and delivered with reference to the following described certificates of obligation: "CITY OF LUBBOCK, TEXAS COMBINATION TAX AND SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992," dated May 15, 1992 (the "Certificate Date"), in the aggregate principal amount of $34,520,000 (the "Certificates"). (2) The Certificates have been duly and officially executed by the undersigned with their manual or facsimile signatures in the same manner appearing thereon, and the undersigned hereby adopt and ratify their respective signatures in the manner appearing on each of the Certificates whether in manual or facsimile form, as the case may be, as their true, genuine, and official signatures. (3) That on the Certificate Date and on the date hereof, we were and are the duly qualified and acting officers indicated therein and authorized to execute the same. (4) The legally adopted proper and official corporate seal of the Issuer is impressed, imprinted, or lithographed on all of the Certificates and impressed on this certificate. (5) No litigation of any nature is now pending before any federal or state court, or administrative body, or to our knowledge threatened, seeking to restrain or enjoin the issuance or delivery of the Certificates or questioning the issuance or sale of the Certificates, the authority or action of the governing body of the Issuer relating to the issuance or sale of the Certificates, the levy of the tax or the assessment i and collection thereof to pay the principal of and interest on the Certificates, the collection of the revenues of the City,s Sewer System (the "System") or the imposition of rates and charges with respect to the System, pledged to pay the principal of and interest on the Certificates, or that would otherwise adversely affect in a material manner the financial condition of the Issuer to pay the principal of and interest on the Certificates; and 'that neither the corporate existence or boundaries of the Issuer nor the right to hold office of any member of the governing body of the Issuer or any other elected or appointed official of the Issuer is being contested or otherwise questioned. (6) That no petition or other request has been filed with or presented to any official of the Issuer requesting any proceeding authorizing the issuance of the .r --· Certificates adopted by the governing body of the Issuer be submitted to a referendum or other election; no authority or proceeding for the issuance, sale, or delivery ot the Certificates, passed and adopted by the governing body of the Issuer, has peen amended, repealed, revoked, rescinded, or otherwise modified since the date of passage thereof, and all such proceedings and authority relating to the issuance and sale of the Certificates remain in full force and effect as of the date of this certificate. 1 EXECUTED AND DELIVERED this JUN 8 1992 (Issuer's Seal} SIGNATURE THE STATE OF TEXAS COUNTY OF LUBBOCK § § City Secretary, City of Lubbock, Texas RANETTE BOYD o~ Public, on this day personally appeared -..b-~~~~~~c.L..-and __.,...i.=w..u.......,.--.;:-=~ct'---_, known to me to be the Mayor and ity Secreta , respectively, o Lubbock, Texas, and who in my presence each executed this instrument before me in the capacity represented and each of said person's signature is genuine. "':'GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the /ffh day of L!..J~ , 1992. • My !!Jfj/ssi7n expires: oa qs I -~o~Seal) --..... ' - Public, State of Te fude.rz frl. eodie.~ue.,_ Printed name of Notary P -c • • • ._ ... -2--~ -.. -.__ 17015 STATE OF TEXAS aiittt of mubbnck, Wtxas atnmbinatinn max anb 5tmtr ~usttm hbnrbinatt mien 18.tutnut atttttfimtt nf ®hligatinn Cmifttt,lt Da1t: May 15, 1992 Registen:d OwMr: SERIES 1992 -Rat,: 5.SO'Ki CUSl1'NO: TEXAS WATER DEVEWPMENT BOARD Principal Amount: DOLLARS Th<Cilyaf~~-•••··c-,"1,,luly..._...i-.,....,,......,;.wc-af~.-•fT .... ,fvr--.-ledp!l-l-.,ood......,.,.__,....,.,.dle ... -0.---. .......... -...... --.. Primpll---·-•-Maluri<y-llP"Cifioll -!orto--•-----,--prior.........,IIOdto~-mdle...,..il'rio<ipol-~;,l==-~:~~~t=i..::L.~=~ ~ji'.;;:.:=.~~= ---------------•......-lloleaflhlsCffll-••ddMIJ -aflhis~l«-"'-Ccrl-)todleioioiol...-...--------afddi>aJO>lhoiiicill...-. ..... ,., __ ., ____ , __ .....,,_,_ _ __,, 1, IOd ,._ 15 et-,,,...,_,,.,.,.,. F<lnm')' 15. 1991. Principd aflltil Cffli-1< l"'1lllle • •-Malurky .,_...,..,.,.._ ____ ,,_ _____ prilleipll_af_..,..~ ........... ....,_ _____ .,,. ___ 1s,.,_ ...... .,.__"' .. c.,,;-(Or_Of __ c.n;-. ____ Or,li_,._...r.m-l) ______ "Set.lrily IN wtt'IIESS WHEREOF, ft Cily Coancil al lho Cily ha -dlis Cmlf'"""" '° be duly e........i -the ollkial IIUI al a.. Cily • ol' lllt Cmifoca1e DIM, RE.G/STIIA1'10N CEIIT1FICAT1i OF l'AYOIG AGF;NT/IIEGfSTIWI 11tl1 C,nifi<!llttlm-dalyiuwd...,,qln,r,d-,,,,tw,,,.,.i-ofdtt _----., Ordi-.r; 11w ttnlfi""".,.. ttnlfi<tlln of•"""'"' .,.;,w..., _,_.., -"",....,,, tltliVf'ffll ~,,.,._..,.,,,,,,.,._,-.,,,,,.,_,,,r_,.,.~,,,•~ afl'wbli<_, .. _,.,,,,,_,,,,,,,l'-,;,,,~~-AMERITIWST 1lXAS NATIONAL AS$0CIAT10N Aurllt,r,_ .,,..,.,.,~m,.;-,, ________________ _ 11...-,d s;,_.,,, --------------,..,.,, ------------------------------~,.. .......... ~,..,_.,.. . ....,_...,.,....,,_...........,....,.., .. ----------------------------------------...-~.,_ . ........,,~ ------------------,.,,..,._~ ,,,_,<IJ:.,-,_,,,. ._,__......,,_-.U _.. .......,,_ . ..,,_ ,,.._....,.,..., . ..,,.,..,,OJMtl.Jl'ID'WAIIOJ .. . . . .......... 1WK•.1. ... n,Q -·-.. ..,......., =-=====:t=r================================ ... ... ~ DAN MORALES ATTORNEY GENERAL ®ffice of tbe !!ttornep ~eneral ~tate of t!texas June 3, 1992 THIS IS TO CERTIFY that the City of Lubbock, Texas (the "Issuer"), has submitted to me City of Lubbock. Texas. Combination Tax and sewer system subordinate Lien Revenue certificate of Obligation. series 1992 (the , "Certificate") in the principal amount of $34,520,000 for approval. The Certificate is dated May 15, 1992, numbered T-1 and was authorized by ordinance No. 9521 of the Issuer passed on May 14, 1992 (the "Ordinance"). I have examined the law and such certified proceedings and other papers as I deem necessary to render this opinion. As to questions of fact material to my opinion, I have relied upon representations of the Issuer contained in the certified proceedings and other certifications of public officials furni$hed to me without undertaking to verify the same by indepen<llent investigation. I express no opinion relating to the Official Statement or any other offering material relating to the Certificate. ' Based on my examination, I am of the opinion, as of the date hereof and . under existing law, as follows ( capitalized terms, except as herein defined, have the meanings given to them in the Ordinance): (1) The Certificate has been issued in accordance with law and is a valid and binding obligation of the Issuer. (2) The Certificate is payable from the proceeds of an annual ad valorem tax levied, within the limit prescribed by law, upon all taxable property in the Issuer, and, together with the Previously Issued Obligations, is additionally payable from and secured by a junior and subordinate lien on and pledge of the·Net Revenues of the Issuer's Sewer system. Therefore, the Certificate is approved. No, 26009 Book No. 91 spc 512/463-2100 P.O. BOX 12548 A!'< EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER AUSTIN, TEXAS 78711-2548 ,... OFFICE OF COMPTROLLER OF THE STATE OF TEXAS I, Kaye Tucker. 0Bond Clerk ~Assistant Bond Clerk In the office of the Comptroller of the St~te of Texas, do hereby certify that, acting under the direction and authority of the Comptroller on the 4th day of June, 1992. I signed the name of the Comptroller to the certificate of registration endorsed upon the: City of Lubbock, Texas, Combination Tax and Sewer System Subordinate Lien Revenue Certtticate I of Obligation, Series 1992, numbered I:1, dated May 15, 1992. and that in signing the certificate of registration I used the following signature: I, John Sharp, Comptroller of Public Accounts of the State of Texas, certify that the person who has signed the above certificate was duly designated and appointed by me under authority vested In me by TEX. REV. CIV. STAT. ANN. art. 4362 (1969), with authority to sign my name to all certificates of registration, and/or cancellation of bonds required by law to be registered and/or cancelled by me, and was acting as such on the date first mentioned in this certificate, and that the bonds described In this certificate have been duly registered in the office of the Comptroller, as appears of record on page 2.8,1l of volume ii under Registration Number 54109 in the Bond Register kept in the office of the Comptroller. GIVEN under my hand and seal of office at Austin, Texas, this the 4th day of June, 1992. f~s4 JOHN SHARP Comptroller of Public Accounts of the State of Texas OFFICE OF COMPTROLLER OF THE STATE OF TEXAS I, John Sharp, Comptroller of Public Accounts of the State of Texas, do hereby certify that the attachment is a true and correct copy of the opinion of the Attorney General approving the: City of Lubbock, Texas, Combjnatjon Tax and Sewer System Subordinate Lien Revenue Certificate of Obligation, Serjes 1992 numbered I:.L of the denomination of $ 35,520,000. dated May 15, 1992, as authorized by issuer, interest yarjous percent, under and by authority of which said bonds/certificates were registered in the office of the Comptroller, on the 4th day of June, 1992. as appears of record on page 2.ai of volume ,Sj, under Registration Number 54109 in the Bond Register kept in the office of the Comptroller. Given under my hand and seal of office, at Austin, Texas, the 4th day of June, 1992. 1~s4, JOHN SHARP Comptroller of Public Accounts of the State of Texas .. RECEIPT OF FUNDS AND CERTIFICATE OF DELIVERY THE STATE OF TEXAS § s COUNTY OF TRAVIS S Ameritrust Texas National Association, Austin, Texas has received this date for the account of the City of Lubbock, Texas (the "City") the amount of $34,520,000 from the Texas Water Development Board (the "Board") in payment for the delivery of the "CITY OF LUBBOCK, COMBINATION TAX ANO SEWER SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION SERIES 1992", dated May 15, 1992 (the "Certificates"), and such amount has been transmitted to the city's depository bank for credit to the City's account in accordance with the instructions received. Following the receipt of such funds, the following described Certificates in the aggregate principal amount of $34,520,000 were delivered to the Board in evidence of the funding of that certain loan to the City from the Board, to wit: Certificates Numbered 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Stated Maturity February 15, 1995 February 15, 1996 February 15, 1997 February 15, 1998 February 15, 1999 February 15, 2000 February 15, 2001 February 15, 2002 February 15, 2003 February 15, 2004 February 15, 2005 February 15, 2006 February 15, 2007 February 15, 2008 February 15, 2009 February 15, 2010 February 15, 2011 February 15, 2012 February 15, 2013 February 15, 2014 Principal Amount $1,725,000 1,725,000 1,725,000 1,725,000 1,725,000 1,725,000 1,725,000 1,725,000 1,725,000 1,725,000 1,725,000 1,725,000 1,725,000 1,725,000 1,725,000 1,725,000 1,730,000 1,730,000 1,730,000 1,730,000 Furthermore, the undersigned has on the date of this receipt executed and dated the "Registration Certificate of Paying Agent/Registrar" appearing on each of the certificates identified above. 0020984 ,... ,... DELIVERED, this June 8, 1992. (Bank Seal) 0020984 AMERITRUST TEXAS NATIONAL ASSOCIATION, Austin, Texas By: ~iiu Title ~AS~ANT VICE PRESIDENT