HomeMy WebLinkAboutOrdinance - 9435-1991 - Combination Tax And Waterworks System Subordinate Lien Revenue Certificates 1991 - 04/25/1991-J .
..
ORDINANCE NO. qt./3,£
AN ORDINANCE authorizing the issuance of "CITY OF
LUBBOCK, TEXAS, COMBINATION TAX AND WATERWORKS
SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF
OBLIGATION, SERIES 1991"; levying an ad valorem
tax upon all taxable property in the City and
pledging the Net Revenues of the City•s
Waterworks 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, including the approv~l and
distribution of an Official Statement pertaining
thereto; and providing an effective date.
WHEREAS, notice of the City Counci 1' s intention to issue
certificates of obligation in the maximum principal amount of
$16,120,000 for the purpose of paying contractual obligations
to be incurred for (i) constructing improvements and extensions
to the City's Waterworks System, to wit: renovation of the
freshwater treatment plant 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 24, 1991 and March 31, 1991, 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 $16,120,000 to be designated and bear the title "CITY
OF LUBBOCK, TEXAS, COMBINATION TAX AND WATERWORKS SYSTEM
SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES
1991" (the •certificates"), for the purpose of paying
contractual obligations to be incurred for (i) constructing
improvements and extensions to the City's Waterworks System, to
wit: renovation of the freshwater treatment plant 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,
1991 (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 Interest
Stated Maturity Amount Rate
1992 $805,000 8.75\
1993 805,000 8.75\
1994 805,000 8.75\
1995 805,000 8.75\
1996 805,000 8.75\
1997 805,000 8.75\
1998 805,000 8.75\
1999 805,000 8.75\
2000 805,000 8.60\
2001 805,000 6.25\
2002 805,000 6.40\
2003 805,000 6.50\
2004 805,000 6.50\
2005 805,000 6.50\
2006 805,000 6.25\
2007 805,000 6.25\
2008 810,000 5.75\
2009 810,000 5.75\
2010 810,000 5.75\
2011 810,000 5.75\
Interest on the Certificates shall accrue from the
Certificate Date at the per annum rate(s) 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, 1992.
-2-
£40'10
'
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.
The selection and appointment of Texas Commerce Bank.
National Association, Lubbock, 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
-3-64090
..
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 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,
2002, shall be subject to redemption prior to maturity, at the
option of the City, in whole or in part in principal amounts of
$5,000 or any integral multiple thereof (and if within a Stated
Maturity by lot by the Paying Agent/Registrar), on February 15,
2001 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
-4-
64090
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
d·ate 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
-5-
64090
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
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
-6-6409D
•
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: Book-Entry Only Transfers and
Transactions. Notwithstanding the provisions contained in
Sections 3 and 5 hereof relating to the payment, and
transfer/exchange of the Certificates, the City hereby approves
and authorizes the use of "Book-Entry Only" securities
clearance, settlement and transfer system provided by The
Depository Trust Company (DTC), a limited purpose trust company
organized under the laws of the State of New York, in
accordance with the requirements and procedures identified in
the Letter of Representation, by and between the City, the
Paying Agent/Registrar and DTC (the "Depository Agreement")
relating to the Certificates.
Pursuant to the Depository Agreement and the rules of DTC,
the Certificates shall be deposited with DTC who shall hold
said Certificates for its participants (the "DTC
Participants"). While the Certificates are held by DTC under
the Depository Agreement, the Holder of the Certificates on the
Security Register for all purposes, including payment and
notices, shall be Cede & Co., as nominee of DTC,
notwithstanding the ownership of each actual purchaser or owner
of each Certificate (the "Beneficial Owners") being recorded in
the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as
securities depository for the Certificates or otherwise ceases
to provide book-entry clearance and settlement of securities
transactions in general or the City determines that DTC is
incapable of properly discharging its duties as securities
depository for the Certificates, the City covenants and agrees
with the Holders of the Certificates to cause Certificates to
-7-640tD
..
be printed in definitive form and provide for the Certificates
to be issued and delivered to DTC Participants and Beneficial
owners, as the case may be. Thereafter, the Certificates in
definitive form shall be assigned, transferred and exchanged on
the Security Register maintained by the Paying Agent/Registrar
and payment of such Certificates shall be made in accordance
with the provisions of Sections 3 and 5 hereof •
.
SECTION 7: Execution -Registration. The Certificates
shall be executed on behalf of the City by the Mayor under its
seal reproduced or impressed thereon and countersigned by the
City Secretary. The signature of said officers on the
Certificates may be manual or facsimile. Certificates bearing
the manual or facsimile signatures of individuals who are or
were the proper officers of the City on the Certificate Date
shall be deemed to be duly executed on behalf of the City,
notwithstanding that one or more of the individuals executing
the same shall cease to be such officer at the time of delivery
of the Certificates to the initial purchaser(s) and with
respect to Certificates delivered in subsequent exchanges and
transfers, all as authorized and provided in the Bond
Procedures Act of 1981, as amended.
No Certificate shall be entitled to any right or benefit
under this Ordinance, or be valid or obligatory for any
purpose, unless there appears on such Certificate either a
certificate of registration substantially in the form provided
in Section 9C, manually executed by the Comptroller of Public
Accounts of the State of Texas, or his duly authorized agent,
or a certificate of registration substantially in the form
provided in Section 90, manually executed by an authorized
officer, employee or representative of the Paying
Agent/Registrar, and either such certificate duly signed upon
any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly certified,
registered and delivered.
SECTION 8: Initial Certificate(s). The Certificates
herein authorized shall be initially issued either (i) as a
single fully registered certificate in the total principal
amount of $16,120,000 with principal installments to become due
and payable as provided in Section 2 hereof and numbered T-1,
or (ii) as twenty (20) fully registered certificates, being one
certificate for each year of maturity in the applicable
principal amount and denomination and to be numbered
consecutively from T-1 and upward (hereinafter called the
"Initial Certificate(s)") and, in either case, the Initial
Certificate(s) shall be registered in the name of the initial
purchaser(s) or the designee thereof. The Initial
Certificate(s) shall be the Certificates submitted to the
-8-64090
Office of the Attorney General of the State of Texas for
approval, certified and registered by the Office of the
Comptroller of Public Accounts of the State of Texas and
delivered to the initial purchaser(s). Any time after the
delivery of the Initial Certificate(s), the Paying
Agent/Registrar, pursuant to written instructions from the
initial purchaser(s), or the designee thereof, shall cancel the
Initial Certificate(s) delivered hereunder and exchange
therefor definitive Certificates of authorized denominations,
Stated Maturities, principal amounts and bearing applicable
interest rates for transfer and delivery to the Holders named
at the addresses identified therefor; all pursuant to and in
accordance with such written instructions from the initial
purchaser(s), or the designee thereof, and such other
information and documentation as the Paying Agent/Registrar may
reasonably require.
SECTION 9: Forms. A. Forms Generally. The
Certificates, the Registration Certificate of the Comptroller
of Public Accounts of the State of Texas, the Registration
Certificate of Paying Agent/Registrar, and the form of
Assignment to be printed on each of the Certificates, shall be
substantially in the forms set forth in this Section with such
appropriate insertions, omissions, substitutions, and other
variations as are permitted or required by this Ordinance and
may have such letters, numbers, or other marks of
identification (including identifying numbers and letters of
the Committee on Uniform Securities Identification Procedures
of the American Bankers Association) and such legends and
endorsements (including insurance legends in the event the
Certificates, or any maturities thereof, are purchased with
insurance and any reproduction of an opinion of counsel)
thereon as may, consistently herewith, be established by the
City or determined by the officers executing such Certificates
as evidenced by their execution. Any portion of the text of
any Certificates may be set forth on the reverse thereof, with
an appropriate reference thereto on the face of the Certificate.
The definitive Certificates 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.
The City may provide (i) for issuance of one fully
registered Certificate for each Stated Maturity in the
aggregate principal amount of each Stated Maturity and (ii) for
registration of such Certificates in the name of a securities
depository, or the nominee thereof. The Letter of
-9-64090
Representations by and among the City, the Paying
Agent/Registrar, and the initial securities depository
(Depository Trust Company) a form of which is attached hereto
as Exhibit B, is approved and may be executed by the Mayor and
City Secretary on behalf of the City. The execution of a
Letter of Representations may occur either before or after
delivery of the Certificates to the initial purchasers but
shall not affect the City• s obligation to pay the registered
owners the principal of and interest on the Certificates as the
same become due. While any Certificate is registered in the
name of a securities depository or its nominee, references
herein and in the Certificates to the holder or owner of such
Certificate shall mean the securities depository or its nominee
and shall not mean any other person.
B. Form of Certificates.
REGISTERED
NO.
Certificate
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF LUBBOCK, TEXAS,
COMBINATION TAX AND WATERWORKS SYSTEM
SUBORDINATE LIEN REVENUE
CERTIFICATE OF OBLIGATION
SERIES 1991
REGISTERED $ ____ _
Date: Interest Rate: Stated Maturity: CUSIP NO:
May 15, 1991 \
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 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
(computed· on the basis of a 360-day year of twelve 30-day
months) on the unpaid Principal Amount hereof from the
Certificate Date at the per annum rate of interest specified
above; such interest being payable on February 15 and August 15
of each year, commencing February 15, 1992. Principal of this
Certificate is payable at its Stated Maturity or redemption to
-10-
64090
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
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 $16,120,000
(herein referred to as the "Certificates") for the purpose of
paying contractual obligations to be incurred for (i)
constructing improvements and extensions to the City's
Waterworks System, to wit: renovation of the freshwater
treatment plant 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, 2002,
may be redeemed prior to their Stated Maturities, at the option
of the City, in whole or in part in principal amounts of $5,000
or any integral multiple thereof (and if within a Stated
Maturity by lot by the Paying Agent/Registrar), on February 15,
2001, or on any date thereafter, at the redemption price of
-11-
6.C09D
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 prov1s1ons 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 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 Waterworks
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.
-12-64090
•
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
~ertificate 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 wi 11
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.
-13-
6"'090
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 Mai 1,
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.
CITY OF LUBBOCK, TEXAS
COUNTERSIGNED: Mayor
City Secretary
(SEAL)
-14-6409D
c. * Form of Registration Certificate of Comptroller of
Public Accounts to Appear on Initial Certificate(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
§
§
§
§
REGISTER NO.
I HEREBY CERTIFY that this Certificate has been examined,
certified as to validity and approved by the Attorney General
of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
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 Certificates (other than a single fully
registered Certificate).
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:
64090
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
Lubbock, Texas
as Paying Agent/Regi~trar
By ~~--~~--~--------------Authorized Signature
-15-
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns,
and transfers unto (Print or typewrite name, address, and zip
code of transferee:) ......................................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . • . . . . . . . . (Social Security or other identifying number:
.•...........•............... ) the within Certificate and all
rights thereunder, and hereby irrevocably constitutes and
appoints ................ • ..................................... .
attorney to transfer the within Certificate on the books kept
for registration thereof, with full power of substitution in
the premises.
DATED: . . . . . . . . . . . . . . . . . .
Signature guaranteed:
. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NOTICE: The signature on this
assignment must correspond with the
name of the registered owner as it
appears on the face of the within
Certificate in every particular.
F. The Initial Certificate(s) shall be in the form set
forth in paragraph B of this Section, except that the
form of a single fully registered Initial Certificate
shall be modified as follows:
(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:
-16-
YEAR
PRINCIPAL
INSTALLMENTS
INTEREST
RATE
(Information to be inserted from
schedule in Section 2 hereof).
(or so much principal thereof as shall not have been prepaid
prior to maturity) and to pay interest on the unpaid Principal
Amount hereof from the Certificate Date at the per annum rates
of interest specified above computed on the basis of a 360-day
year of twelve 30-day months; such interest being payable on
February 15 and August 15 of each year, commencing February 15,
1992. 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 Texas Commerce Bank National
Association, Lubbock, 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 10:
Ordinance and for
Certificates, and
Revenues therefor,
same appear herein
mean as follows:
6.11090
Definitions. That for purposes of this
clarity with respect to the issuance of the
the levy of taxes and appropriation of Net
the following words or terms, whenever the
without qualifying language, are defined to
-17-
6o409D
(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 parity
lien on and pledge of the Net Revenues of the System
of equal rank and dignity with the lien and pledge
securing the payment of the Certificates.
(b) The term "Certificates" shall mean
$16,120,000 "CITY OF LUBBOCK, TEXAS, COMBINATION TAX
AND WATERWORKS SYSTEM SUBORDINATE LIEN REVENUE
CERTIFICATES OF OBLIGATION, SERIES 1991" authorized
by this Ordinance.
(c) The term "Certificate Fund" shall mean the
special Fund created and established under the
provisions of Section 11 of this Ordinance.
(d) The term "Collection Date" shall mean, when
reference is being made to the levy and collection of
annual ad valorem taxes, the date annual ad 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 Securities" shall mean
direct obligations of the United States of America,
including obligations the principal of and interest
on which are unconditionally guaranteed by the United
States of America, and the United States Treasury
obligations such as its State and Local Government
Series in book-entry form.
(g) The· term "Gross Revenues" shall mean all
income, receipts and revenues of every nature derived
or received from the operation and ownership
(excluding gifts and grant moneys, federal or state)
of the System, including earnings and income derived
from the investment or deposit of moneys in any
special funds or accounts created and established for
-18-
the payment and security of the Prior Lien
Obligations and other obligations payable in whole or
in part from and secured by a lien on and pledge of
the Net Revenues.
(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, 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
6409D
( 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 24 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
-19-
irrevocably provided
satisfaction of the
or waived; and
to be given to the
Paying Agent/Registrar
(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 28 hereof.
(k) The term "Prior Lien Obligations" shall mean
all bonds or other similar obligations hereafter
issued that are payable in whole or in part from and
secured by a lien on and pledge of the Net Revenues
of the System and such lien and pledge securing the
payment thereof is prior and superior in claim, rank
and dignity to the lien and pledge of the Net
Revenues securing the payment of the Certificates.
(1) The term "System" shall mean the City's
Waterworks System, being all properties, facilities,
and plants currently owned, operated, and maintained
by the City for the supply, treatment, and
transmission of treated potable water, together with
all future extensions, improvements, replacements and
additions thereto.
SECTION 11: Certificate Fund. 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 1991
CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND WATERWORKS 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.
-20-
6409D
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 12: Tax Levy. That to provide for the payment
of the "Debt Service Requirements" on the Certificates being
(i) the interest on said Certificates and (ii) a sinking fund
for their redemption at maturity or a sinking fund of 2%
(whichever amount shall be the greater), there shall be and
there is hereby levied 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 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:
6409D
(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
-21-
the amount of Net Revenues of the System appropriated
and allocated to pay such Debt Service Requirements
prior to the Collection Date for the ad valorem taxes
to be levied.
(2) The amount of Net Revenues if any,
appropriated and to be set aside for the payment of
the Debt Service Requirements on the Certificates
between the Collection Date for the taxes then to be
levied and the Collection Date for the taxes to be
levied during the next succeeding calendar year.
(3) The amount of Debt Service Requirements to
become due and payable on the Certificates between
the Collection Date for the taxes then to be levied
and the Collection Date for the taxes to be levied
during the next succeeding calendar year.
(b) The amount of taxes to be levied annually each year to
pay the Debt Service Requirements on the Certificates shall be
the amount established in paragraph (3) above less the sum
total of the amounts established in paragraphs (1)and (2),
after taking into consideration delinquencies and costs of
collecting such annual taxes.
SECTION 13: Pledge of Revenues. The City hereby
covenants and agrees that, subject only to a prior lien on and
pledge of the Net Revenues of the System for the payment and
security of Prior Lien Obligations, the Net Revenues of the
System, with the exception of those in excess of the amounts
required to be deposited to the Certificate Fund as hereafter
provided, are hereby irrevocably pledged, equally and ratably,
to the payment of the principal of and interest on the
Certificates and Additional Certificates, if issued, as herein
provided, and the pledge of the Net Revenues of the System
herein made for the payment of the Certificates shall
constitute a lien on the Net Revenues of the System in
accordance with the terms and provisions hereof and be valid
and binding without further action by the City and without any
filing or recording except for the filing of this Ordinance in
the records of the City.
SECTION 14: System Fund. The City hereby covenants and
agrees that all Gross Revenues (excluding earnings from the
investment of money held in any special funds or accounts
created for the payment and security of Prior Lien Obligations)
shall be deposited from day to day as collected into a "City of
Lubbock, Texas, Waterworks System Operating Fund" (hereinafter
called "System Fund") which Fund shall be kept and maintained
at an official depository bank of the City. All moneys
-22-
64090
deposited in the System Fund shall be pledged and appropriated
to the extent required for the following purposes and in the
order of priority shown, to wit:
First: To the payment of all necessary and
reasonable Operating and Maintenance Expenses of the
System as defined herein or required by statute to be
a first charge on and claim against the Gross
Revenues.
Second: To the payment of the amounts required
to be deposited in the special Funds created and
established for the payment, security and benefit of
Prior Lien Obligations in accordance with the terms
and provisions of the ordinances authorizing the
issuance of Prior Lien Obligations; and
Third: To the payment of the amounts required
to be deposited in the special funds and accounts
(the Certificate Fund) created and established for
the payment of the Certificates and Additional
Certificates.
Any Net Revenues rema1n1ng in the System Fund after
satisfying the foregoing payments, or making adequate and
sufficient provision for the payment thereof, may be
appropriated and used for any other City purpose now or
hereafter permitted by law.
SECTION 15: Deposits to Certificate Fund. The City
hereby covenants and agrees to cause to be deposited in the
Certificate Fund prior to each interest and principal payment
date from the Net Revenues of the System, after deduction of
all payments required to be made to special Funds or accounts
created for the payment and security of the Prior Lien
Obligations, an amount equal to one hundred per centum ( 100\)
of the amount required to fully pay the accrued interest and
principal of the Certificates then due and payable by reason of
maturity or redemption prior to maturity, such deposits to pay
accrued interest and principal on the Certificates to be made
in substantially equal monthly installments on or before the
last business day of each month beginning the month the
Certificates are delivered to the initial purchaser.
The monthly deposits to the Certificate Fund, as
hereinabove provided, shall be made until such time as such
Fund contains an amount equal to pay the principal of and
interest on the Certificates to maturity. Ad valorem taxes
levied, collected and deposited in the Certificate Fund for and
on behalf of the Certificates may be taken into consideration
-23-
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 16: Security of Funds. All moneys on deposit in
the Funds for which this Ordinance makes provision (except any
portion thereof as may be at any time properly invested) shall
be secured in the manner and to the fullest extent required by
the laws of Texas for the security of public funds, and moneys
on deposit in such Funds shall be used only for the purposes
permitted by this Ordinance.
SECTION 17: 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 18: 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:
'409D
(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 (the Certificate Fund)
created for the payment of the Certificates and
Additional Certificates;
-24-
(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 19: 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 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 Counci 1 of Texas at his office in Austin, Texas and
upon written request, to the initial purchaser of the
Certificates and any subsequent Holder of 10\ or more in
principal amount of the Certificates Outstanding.
SECTION 20: 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 21: Special Covenants. The City hereby further
covenants as follows:
6409D
(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
-25-
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, 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 22: 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 23: 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.
SECITON 24: 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
-26-
114090
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 shall be
subject to any applicable unclaimed property laws of the State
of Texas.
-27-
640'.10
SECTION 25: 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 26: 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 mai 1,
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.
-28-&~O'lD
SECTION 27: 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 28: Mutliated, 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.
-29-
6409D
SECTION 29: Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section 29, 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)(1).
"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. §1.148-2T,
and
(2) the Certificates has the meaning
stated in Treas. Reg. S 1.148-3T. The
Yield on the Certificates is to be computed
on a joint yield basis together with the
City•s "General Obligation Bonds, Series
1991," and "Combination Tax and Solid Waste
Disposal System Revenue Certificates of
Obligation, Series 1991."
(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 propertr the acquisition,
construction, or improvement of which 1s to be financed
directly or indirectly with Gross Proceeds) in a manner which,
-30-
64090
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 incoo;te 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 1 the
City shall comply with each of the specific covenants in this
Section.
(c) No Private Use or Private Payments. Except as
permitted by section 141 of the Code and the regulations and
rulings thereunder, the City shall 1 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
-31-
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.
(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 re~pect 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 14B(f) of the Code and the
regulations and rulings thereunder,
14090
(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
-32-
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.
(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 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 Correction Amount as described in
Treas. Reg. § 1.148-1T(c)(2) and any penalty under Treas.
Reg.§ 1.148-1T(c)(3)(ii)(B).
SECTION 30: Sale of the Certificates. The sale of the
Certificates to Rauscher Pierce Refsnes, Inc. & Associates
(herein referred to as the "Purchasers") at the price of par
and accrued interest to the date of delivery 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 31: Proceeds of Sale. The proceeds of sale of
the Certificates, excluding the accrued interest received from
the Purchasers, shall be deposited in a construction fund
maintained at the City's depository bank. Pending expenditure
for authorized projects and purposes, such proceeds of sale may
be invested in authorized investments pursuant to the Public
Funds Investment Act of 1987 and any investment earnings
-33-64090
realized may be expended for such authorized projects and
purposes or deposited in the Certificate Fund as shall be
determined by the City Council. All surplus proceeds of sale
of the Certificates, including investment earnings, remaining
after completion of all authorized projects or purposes shall
be deposited to the credit of the Certificate Fund.
SECTION 32: 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 33: Official Statement. The Official Statement
prepared in the initial offering and sale of the Certificates
by the City, together with all addendas, supplements and
amendments thereto issued on behalf of the City, is hereby
approved as to form and content, and the City Council hereby
finds that the information and data contained in said Official
Statement pertaining to the City and its financial affairs is
true and correct in all material respects and no material facts
have been omitted therefrom which are necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading. The use of such Official
Statement in the reoffering of the Certificates by the
Purchasers is hereby approved and authorized.
SECTION 34: Printed 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
-34-
l409D
to be dated and delivered as of the date of delivery and
payment for the Certificates. Printing of a true and correct
reproduction of said opinion on the reverse side of each of the
definitive Certificates is hereby approved and authorized.
SECTION 35: 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 36: 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 37: 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 38: 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 39: 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 40: ::E.::.f.::.f.::.e.::.c.;:;.t___;o:.:f=--..::.H:.::e:;.;:;a;:.::d:.::i:..::n::.;;g~s.
herein are for convenience only and
construction hereof.
The Section headings
shall not affect the
SECTION 41: 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.
-35-64090
SECTION 42: 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 43: 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 25th day of
April, 1991.
PASSED AND ADOPTED ON SECOND AND FINAL READING, this 26th
day of April, 1991.
CITY OF LUBBOCK, TEXAS
ATTEST:
..
(City Seal) --
-36-
'409D
EXHIBII A
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of Apri 1 2 6, 1991 (this
"Agreement"), by and between the City of Lubbock, Texas (the
"Issuer"), and Texas Commerce Bank National Association,
Lubbock, 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 Waterworks System Subordinate Lien Revenue Certificates of
Obligation, Series 1991" (the .. Securities") in the aggregate
principal amount of $16,120,000, 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 scheduled to be delivered to
the initial purchasers thereof on or about May 30, 1991; and
WHEREAS, the Issuer has selected the Bank to serve as
Paying Agent/Registrar in connection with the payment of the
principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer, and exchange
thereof by the registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities
for and on behalf of the Issuer and has full power and
authority to perform and serve as Paying Agent/Registrar for
the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as 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.
Section 1.02. Compensation.
As compensation for the Bank's services as Paying Agent/
Registrar, the Issuer hereby agrees to pay the Bank the fees
and amounts set forth in Annex A attached hereto for the first
year of this Agreement and thereafter the fees and amounts set
forth in the Bank • s current fee schedule then in effect for
services as Paying Agent/Registrar for municipalities, which
shall be supplied to the Issuer on or before 90 days prior to
the close of the Fiscal Year of the Issuer, and shall be
effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon
its request for all reasonable expenses, disbursements, and
advances incurred or made by the Bank in accordance with any of
the provisions hereof {including the reasonable compensation
and the expenses and disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
64640
"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.
-2-
64&40
"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.
"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.
-3-
"Stated Maturity" means the date specified in the
Bond Resolution the principal of a Security is scheduled
to be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," "Issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of
this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in
the performance of the duties and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of 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 for such purpose by or
on behalf of the Issuer, pay on behalf of the Issuer the
interest on each Security when due, by computing the amount of
interest to be paid each Holder and making payment thereof to
the Holders of the Securities (or their Predecessor Securities)
on the Record Date. All payments of principal and/or interest
on the Securities to the registered owners shall be
accomplished ( 1) by the issuance of checks, payable to the
registered owners, drawn on the 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.
-4-
64640
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register-Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of
the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording
the names and addresses of the Holders of the Securities, the
transfer, exchange, and replacement of the Securities and the
payment of the principa 1 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.
The Bank may request
feels necessary to effect
exchange of the Securities.
any supporting documentation
a re-registration, transfer,
it
or
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.
-5-
64640
Section 4.03. Form of the Security Register.
The Bank, as Registrar, will maintain the Security
Register relating to the registration, payment, transfer, and
exchange of the Securities in accordance with the Bank's
general practices and procedures in effect from time to time.
The Bank shall not be obligated to maintain such Security
Register in any form other than those which the Bank has
currently available and currently utilizes at the time.
The Security Register may be maintained in written form
or in any other form capable of being converted into written·
form within a reasonable time.
Section 4.04. List of Security Holders.
The Bank will provide the Issuer at any time requested by
the Issuer, upon payment of the required fee, a copy of the
information contained in the Security Register. The Issuer may
also inspect the information contained in the Security Register
at any time the Bank is customarily open for business, provided
that reasonable time is allowed the Bank to provide an
up-to-date listing or to convert the information into written
form.
The Bank will not release or disclose the contents of the
Security Register to any person other than to, or at the
written request of, an authorized officer or employee of the
Issuer, except upon receipt of a court order or as otherwise
required by law. Upon receipt of a court order and prior to
the release or disclosure of the contents of the Security
Register, the Bank will notify the Issuer so that the Issuer
may contest the court order or such release or disclosure of
the contents of the Security Register.
Section 4.05. Return of 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,
Securities.
Lost, or Stolen
The Issuer hereby instructs the Bank, subject to the
provisions of Section 28 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.
-6-
64640
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 hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with
the preparation, execution, and delivery of a replacement
Security shall -be borne by the Holder of the Security
mutilated, 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 has delivered in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06 hereof.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of the Bank.
The Bank undertakes
herein and agrees to use
thereof.
to perform the duties set forth
reasonable care in the performance
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.
-7-64640
(c) No provisions of this Agreement shall require the
Bank to expend or risk its own funds or otherwise incur any
financial liability for performance of any of its duties
hereunder, or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to
it Qgainst such risks or liability is not assured to it.
(d) The Bank may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security, or other paper
or document believed by it to be genuine and to have been
signed or presented by the proper party or parties. Without
limiting the generality of the foregoing statement, the Bank
need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an
endorsement or instruction of transfer or power of transfer
which appears on its face to be signed by the Holder or an
agent of the Holder. The Bank shall not be bound to make any
investigation into the facts or matters stated in a resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note, security, or
other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written
advice of such counsel or any opinion of counsel shall be full
and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good
faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder
and perform any duties hereunder either directly or by or
through agents or attorneys of the Bank.
Section 5.03. Recitals of 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 responsiblity for their
correctness.
The Bank shall in no event be liable to the Issuer, any
Holder or Holders of any Security, or any other Person for any
amount due on any Security from its own funds.
Section 5.04. May Hold Securities.
The Bank, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise
deal with the Issuer with the same rights it would have if it
were not the Paying Agent/Registrar, or any other agent.
-8-
64640
Section 5.05. ~M~o~n~e~y~s~H~e~l~d~b~Y~---t~h~e-=B~a~n~k~------~S~e~p~a~r~a~t=e
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 any claim or liability in
connection with the exercise or performance of any of its
powers or duties under this Agreement.
Se.ctio~ 5 ~ 07. Interpleader.
The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over
its person as well as funds on deposit, in either a Federal or
State District Court located in the state and county where
either 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
-9-
li.Cfi.CD
address referred to in Section 6. 03 of this Agreement shall
constitute adequate service. The Issuer and the Bank further
agree that the Bank has the right to file a Bill of
Interpleader in any court of competent jurisdiction to
.determine the rights of any Person claiming any interest herein.
Section 5.08. DT Services.
It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for
"Depository Trust Company" services or equivalent depository
trust 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.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02. Assignment.
This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03. Notices.
Any request, demand, authorization, direction, notice,
consent, waiver, or other document provided or permitted hereby
to be given or furnished to the Issuer or the Bank shall be
mailed or delivered to the Issuer or the Bank, respectively, at
the addresses shown on page 12 of this Agreement.
Section 6.04. Effect of Headings.
The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the Issuer shall
bind its successors and assigns, whether so expressed or not.
-10-64640
' .
Section 6.06. Severability.
In case any provision herein shall be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or
impaired thereby.
Section 6.07. Benefits of Agreement.
Nothing herein, express or implied, shall give to any
Person, other than the parties hereto and their successors
hereunder, any benefit or any legal or equitable right, remedy,
or claim hereunder.
Section 6.08. Entire Agreement.
This Agreement and the Bond Resolution constitute the
entire agreement between the parties hereto relative to the
Bank acting as Paying Agent/Registrar and if any conflict
exists between this Agreement and the Bond Resolution, the Bond
Resolution shall govern.
Section 6.09. Counterparts.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all
of which shall constitute one and the same Agreement.
Section 6.10. Termination.
This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to
the Holders thereof or (ii) may be earlier terminated by either
party upon sixty (60) days written notice; provided, however,
an early termination of this Agreement by either party shall
not be effective until (a) a successor Paying Agent/Registrar
has been appointed by the Issuer and such appointment accepted
and (b) notice given to the Holders of the Securities of the
appointment of a successor Paying Agent/Registrar.
Furthermore, the Bank and 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 thereof), together with other pertinent books and
records relating to the Securities, to the successor Paying
Agent/Registrar designated and appointed by the Issuer.
-11-
64640
•
The provisions of Section 1.02 and nf Article Five shall
survive and remain in full force and effect following the
termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
[SEAL]
Attest:
City Secretary
(SEAL)
ATTEST:
Title:
64640
CITY OF LUBBOCK, TEXAS
BY
Mayor
Address:
P. 0. Box 2000
Lubbock, Texas 79457
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
Lubbock, Texas
BY
Mailing Address: P.o. Box841
Lubbock, Texas 79408
Delivery Address:
1314 Avenue K
Lubbock, Texas 79401
-12-
£XHIBIT B
. . . ; ' . . . :.. . . . . . I . BOOK-ENTRY..QNLY MUNICIPAL BONDS . :
The Depository Tnast Company
55 Water Street
New York, NY 10041
Attention: General Counsel's Office
Letter of Representations
TO BE COMPLETED BY ISSUER ANO AGENT. IF ANY
City of Lubbock, Texas
~am .. of Issuer
Texas Commerce Bank National Association
Narm! of Agent. if any
Re: $16,120,000 City of Lubbock, Texas, Combination Tax and
Gentlemen:
Waterworks System Subordinate Lien Revenue Certificates
of Obligation, Series 1991
{Issue Deseriplionl
April 26, 1991
(Oatel
The purpose of this tetter is to set out certain matters relating to the above-referenced Bonds (the "Bonds''). National Association
Texas Commerce Bank/ is acting as Trustee, Paying Agent, Fiscal Agent, or other Agent of the Issuer \\ith
(the ·~.genn
respect to the Bonds. The Bonds will be issued pursuant to a Tnast Indenture, Bond Resolution, or other such document
authorizing the issuance of the Bonds dated as of May 15 , 19 91 (the "Document(s)").
-----:-~~~---is distributing the Bonds through The Depository Tnast Company ("DTC").
(the "Undei'Nriter1
To induce DTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules with respect
to the Bonds, the Issuer and the Agent, if any, make the following representations to DTC:
1. Subsequent to Closing on the Bonds on May 30 , 19 91 , there shall be deposited with DTC
one Bond certificate in registered form registered in the name of DTC's nominee, Cede & Co., for each stated maturity
of the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal
amount of such Bonds. If, however, the aggregate principal amount of any maturity exceeds $100,000,000, one
certificate will be issued with respect to each $100,000,000 of principal amount and an additional certificate will be
issued with respect to any remaining principal amount. Each $100,000,000 Bond certificate shall bear the follo\\ing
legend:
UUnless this certificate is presented by an authorized representative of The Depository Trust Company to the
issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name
of Cede &: Co. or such other name as requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein ...
...
2. (n the ~vent ot any solicit.ltion of consents from and voting by holders of the Bonds, the [ssuer or Agent, shall
~tabtish a record date for such purposes and give DTC notice of such record date not less than 15 calendar days in
advance of such record date to the extent possible.
3. (n the event ot a redemption or any other similar transaction resulting in retirement of all Bonds outstanding or a
reduction in aggregate principal amount of Bonds outstanding (''full or partial redemption") or an advance refunding
of all or part of the Bonds outstanding, the [ssuer or Agent, shall give DTC notice of such event not less than 30 days
nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are
deposited in escrow.
4. In the event of a partial redemption or an advance refunding of part of the Bonds outstanding, the Issuer or Agent
shall send DTC a notice spedfying: 1) the amount of the redemption or refunding; 2) in the case of a refunding, the
maturity date(s) established under the refunding; and 3) the date such notice is to be mailed to Bondholders or
published (;'the Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible facsimile
transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such
notice is in DTC's possession no later than the close of business on the business day before the Publication Date. The
(ssuer or Agent will forward such notice either in a separate secure transmission for each CUS[P number or in a secure
transmission for multiple CUSJP numbers which includes a manifest or list of each CUSIP submitted in that
transmission. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such
means and timeliness of the notice.) The Publication Date shall be not less than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow.
5. In the event of an invitation to tender the Bonds, notice to Bondholders by the Issuer or Agent, specifying the
terms of the tender and the date such notice is to be mailed to Bondholders or published ("the Publication Date") shall
be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express
delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of
business on the business day before the Publication Date. (The Issuer or Agent sending such notice shall have a
method to verify subsequently the use of such means and timeliness of the notice.)
6. All notices and payment ad vices sent to DTC shall contain the CUSIP number of the Bonds.
7. Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at (516) 227-4039 or
(516) 227-1190. The Agent shall confirm DTC's receipt of such facsimile transmission by telephoning the Call
Notification Department at (516) 227-1070. Notices to DTC by mail or any other means shall be sent to:
The Depository Trust Company
Call Notification Department
Muni Reorganization Manager
711 Stewart Avenue
Garden City, NY 11530
8. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day funds
on each payment date (or the equivalent in accordance with existing arrangements between the Issuer or Agent and
DTC). Such payments shall be made payable to the order of Cede & Co.
9. Payments of principal shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day
funds on each payment date. Principal payments shaD be made payable to the order of Cede. & Co., and shall be
addressed as follows:
•
The Depository Trust Company
Muni Redemption Department
55 Water Street-50th Roor
New York, NY 10041
Attention: Collection Supervisor
10. DTC may direct the Issuer or Agent to use any other telephone number for facsimile transmission, address, or
department of DTC as the number, address or department to which payments of interest or principal or notices may be sent.
11. In the event of a redemption, acceleration or any other similar transaction {e.g., tenders made and accepted in
response to the Issuer's or Agent's invitation) necessitating a reduction in aggregate principal amount of Bonds
outstanding or an advance refunding of part of the Bonds outstanding, DTC, in its discretion, (a) may request the
Issuer or Agent to issue and authenticate a new Bond certificate or (b) shall make an appropriate notation on the Bond
certificate indicating the date and amounts of such reduction in principal, except in the case of final maturity, in which
case the certificate must be presented to the Issuer or Agent prior to payment.
12. In the event the Issuer determines pursuant to the Document(s) that beneficial owners of the Bonds shall be able
to obtain certificated Bonds, the Issuer or Agent shall notify DTC of the availability of Bond certificates and shall issue,
transfer and exchange Bond certificates in appropriate amounts as required by DTC and others.
13. DTC may determine to discontinue providing its service as securities depository with respect to the Bonds at any
time by giving reasonable notice to the Issue or Agent (at which time DTC will confirm with the Issuer or Agent the
aggregate principal amount of the Bonds outstanding) and discharging its responsibilities with respect thereto under
applicable law. Under such circumstances, whenever DTC requests the Issuer and the Agent to do so, the Agent and
the Issuer will cooperate with DTC in taking appropriate action to make available one or more separate certificates
evidencing the Bonds to any DTC Participant having Bonds credited to its DTC account.
14. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer.
Note':
a. If there is no organization acting as Agent for the Issuer. and
all obligations in this Letter or Representations are to be assumed
solely by the Issuer, references to such Agent may be inked cut
b. Neither DTC nor (Cede & Co.) pt'Ovides consents with respect
to any security. Under its usual procedures, DTC mails an
Omnibus Proxy to the Issuer as soon as possible after the record
date. The Omnibus Prexy assigns Cede & Co.'s voting rights to
those Panicipants having the security credited to their accounts on
the record date {Identified in a listing attached to the Omnibus
Proxy). Tbe requirement to advise DTC of the record date tor the
solicitation of consents is sec forth in paragraph 2 of the letter.
e. Under Rules of the Municipal Securities Rutemaking Board
relating to "good deriVery. • a municipal securities dealer must be
able to determine the date that a notice of partial call or of an
advance refunding of part of an issue is published {the ·Publication
Date1. Tbe establishment of such a Pubfication Date is addressed
in paragraph 4 of the letter.
Received and Accepted:
TilE DEPOSITORY TRUST COMPANY
By:---------------------------(Authorized OffiCer's Signatun11
cc: Underwriter
Underwriter's Counsel
Very truly yours,
Texas Commerce Bank National Association
tAuthonzed Offic..-r's Sign.ltur!1)
llitlcl
City of Lubbock, Texas
lis lssuerl
(Authorized OffKer's SigNituM)
Mayor
( ...
1.
SCHEDULE A
Year of Principal Interest
Stated Maturity Amount Rate
1992 $805,000 8.75\
1993 805,000 8.75\
1994 805,000 8.75\
1995 805,000 8.75\
1996 805,000 8.75\
1997 805,000 8.75\
1998 805,000 8.75\
1999 805,000 8.75\
2000 805,000 8.60\
2001 805,000 6.25\
2002 805,000 6.40\
2003 805,000 6.50\
2004 805,000 6.50\
2005 805,000 6.50\
2006 805,000 6.25\
2007 805,000 6.25\
2008 810,000 5.75\
2009 810,000 5.75\
2010 810,000 5.75\
2011 810,000 5.75\
6 2 3 5 E
RECORD OF PROCEEDINGS
RELATING TO
$16,120,000
COMBINATION TAX AND WATERWORKS SYSTEM
SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION
SERIES 1991
DATED MAY 15, 1991
Issued by
CITY OF LUBBOCK
COUNTY OF LUBBOCK
STATE OF TEXAS
Fulbright & Jaworski
2200 Ross Avenue, Suite 2800
Dallas, Texas 75201
-
TELEPHONE: 214/855-8000
FACSIMILE: 214/855-8200
FULBRIGHT & JAWORSKI
2200 Ross AVENUE
SUITE 2600
DALLAS, TEXAS 7!5201
HAY 2 3 1991
HOUSTON
WASHINGTON, D.C.
AUSTIN
SAN ANTONIO
DALLAS
NEW YORK
LOS ANGELES
LONDON
ZURICH
HONG KONG
WE HAVE EXAMINED into the legality and validity of the
issuance of the "City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates of
Obligation, Series 1991" (the "Certificates"), dated May 15,
1991 (the "Certificate Date"), in the principal amount of
$16,120,000, 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,
1992 through February 15, 2011, 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 Certificate Date 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, 1992, 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 HAVE 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
6 4 1 0 D
..
-
\ ~ ' . ~ ' '. '! .,_
Page 2 of Legal Opinion of Fulbright & Jaworski
RE: $16,120,000 "City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates
of Obligation, Series 1991", dated May 15, 1991
and secured in the manner provided in the Ordinance, except to
the extent that the enforceability thereof may be affected by
bankruptcy, insolvency, reorganization, moratorium, or other
similar laws affecting creditors • rights or the exercise of
judicial discretion in accordance with 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, 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, of the owners thereof pursuant to
section 103 of such 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.
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 m1n1mum 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.
~~~~
64100
-
-
-
-
,...
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. Auf i I I who, after being
by me duly sworn, deposes and says that (s)he is the
A ceo unt Manaee r 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 SALE," hereto attached, was published in said paper
on the following dates:
MARCH 24, 1991;
MARCH 31, 1991;
APRIL 7, 1991;
APRIL 14, 1991;
APRIL 21, 1991;
the date of the first publication of said notice being
thirty (30) days prior to the date of the public sale
obligations referred to therein.
SWORN TO AND SUBSCRIBED BEFORE ME 1 this the
of APri I 1 1991.
·TONY A HENRY . Notaty Public
• • • ST~ TE Of lDAS.
. ' ... CuWa 1111 Jklt It-
(Notary.Seal)
1'.16lE
at least
for the
22 day
..
-I ..
-
-
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 March, 1991, 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 were present at said meeting, except the
following: M. J. Aderton
business considered at said meeting, the
entitled:
Among other
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
T. J. Patterson and seconded by Councilmember Marie Trejo
the resolution was finally passed and adopted by t e 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.
-1-
609'!£
•
-I
-
-
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 March, 1991.
G.G"!J<-1!-Citiecretai'Y-s:
City of Lubbock, Texas
(City Seal}
-2-,097£
Resolution No.
March 14, 1991
Item 1116
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.
WHEREAS, the City Council 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
Waterworks System, to wit: renovation of the freshwater
treatment plant 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
principa 1 amount not to exceed $16,120,000 for the purpose of
paying contractual obligations to be incurred for (i)
constructing improvements and extensions to the City's
waterworks System, to wit: renovation of the freshwater
treatment plant 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 Waterworks 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 of 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 14th day of March, 1991.
~~ CitSecretary
(SEAL)
1091E
-
Ev'-'IBfT i .. ' ''
NOTICE OF INTENTION TO ISSUE
CITY OF LUBBOCK, TEXAS, CERTIFICATES OF OBLIGATION
NOTICE IS HEREBY GIVEN that the City Counci 1 of the
City of Lubbock, Texas, wi 11 convene at its regular meeting
place in the City Hall of Lubbock, Texas at 1:30 o'clock P.M.
on the 25th day of April, 1991, 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 SIXTEEN MILLION ONE HUNDRED TWENTY
THOUSAND DOLLARS ($16,120,000) for the purpose of paying
contractual obligations to be incurred for (i) the construction
of improvements and extensions to the City•s Waterworks System,
to wit: renovation of the freshwater treatment plant, 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 Waterworks 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.
6099£
... .......
-
-
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. Alfifill , who, after being
by me duly sworn, deposes and says that (s)he is the
Account Mana~er 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 24, 1991; and
March 31, 1991
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.
TONYA H,ENRY
Notaty Public
STATE OF TEXAS
.My Col'l!m &p NO!I 19 ·f!l94
(Notary Seal)
5945£
; ·''":
at least
for the
of the
day
-.
-
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 25th day of April, 1991, 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 MAYOR
T. J. PATTERSON
BILL MALOY
GARY D. PHILLIPS
JOAN BAKER
MAGGIE TREJO
M.J. ADERTON
MAYOR PRO TEM
COUNCILMEMBER
COUNCILMEMBER
COUNCILMEMBER
COUNCILMEMBER
COUNCILMEMBER
all of said persons were
following: tVOA/6
present at said meeting, except the
Among other
business considered at said
entitled:
meeting, the attached ordinance
ORDINANCE NO. --Lq_,_f3..::...=:..5' ___ _
AN ORDINANCE authorizing the issuance of "CITY OF
LUBBOCK, TEXAS, COMBINATION TAX AND WATERWORKS
SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF
OBLIGATION, SERIES 1991"; levying an ad valorem
tax upon all taxable property in the City and
pledging the Net Revenues of the City's
Waterworks 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, including the approval and
distribution of an Official Statement pertaining
thereto; and providing an effective date.
-.
.-
was introduced and submitted to the Council for passage and
adoption. After presentation and due consideration of the
ordinance, and upon a motion made by J0111t1 &K~ and
seconded by ~IZKY ,t:Mt...tt;;_s the ordinance was duly passed and
adopted by the Council on first reading by the following vote:
7 voted "For" [) voted "Against" --=-O __ abs t a ined
all as shown in the official Minutes of the Council for the
meeting held on the aforesaid date.
2. That the attached ordinance 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, advance notice of the time, place and purpose of the
meeting was given to each member of the Council; and that said
meeting, including the subject of the entitled ordinance, 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 ~~
day of April, 1991.
Q~ ~of Lubbock, Texas
·---~
(City Seal)
-... -
-2-
64620
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 April, 1991, the City
Council of the City of Lubbock, Texas, convened in special
session at its regular meeting place in the City Hall of said
·City; the duly constituted members of the Co unci 1 being as
follows:
B. C. MCMINN MAYOR
T. J. PATTERSON
BILL MALOY
GARY D. PHILLIPS
JOAN BAKER
MAGGIE TREJO
M.J. ADERTON
MAYOR PRO TEM
COUNCILMEMBER
COUNCILMEMBER
COUNCILMEMBER
COUNCILMEMBER
COUNCILMEMBER
all of said persons were present at said meeting, except the
following: /h. J. ltbE,<!:ro;.J
business considered at said meeting,
entitled:
• Among other
the attached ordinance
ORDINANCE NO. ___...:q~~-=!5:..;::::5' ___ _
AN ORDINANCE authorizing the issuance of "CITY OF
LUBBOCK, TEXAS, COMBINATION TAX AND WATERWORKS
SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF
OBLIGATION, SERIES 1991"; levying an ad valorem
tax upon all taxable property in the City and
pledging the Net Revenues of the City's
Waterworks 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, including the approval and
distribution of an Official Statement pertaining
thereto; and providing an effective date.
-
was introduced and submitted to the Counci 1 for passage and
adoption. After presentation and due consideration of the
ordinance, and upon a motion made by · Jo&l'l t!11ke;e and
seconded by ...,-;-d. ~LTEJ(St!:>A' the ordinance was duly passed and
adopted by the Council on second and final reading by the
following vote:
' voted "For" --=D ___ voted "Against" 0 abstained
all as shown in the official Minutes of the Council for the
meeting held on the aforesaid date.
2. That the attached ordinance 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, advance notice of the time, place and purpose of the
meeting was given to each member of the Council; and that said
meeting, including the subject of the entitled ordinance, 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 sea 1 of said City, this the ;<(, ""'-
day of April, 1991.
-
(Ci~ Se~l)
...... ""'-.. --'
-2-
,....
,....
OF LUBBOCK, TEXAS, COMBINATION TAX AND WATERWORKS SYSTEM
SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES
1991" (the "Certificates"), for the purpose of paying
contractual obligations to be incurred for (i) constructing
improvements and extensions to the City's Waterworks System, to
wit: renovation of the freshwater treatment plant 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,
1991 (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 Interest
Stated Maturity Amount Rate
1992 $805,000 8.75\
1993 805,000 8.75\
1994 805,000 8.75\
1995 805,000 8.75\
1996 805,000 8.75\
1997 805,000 8.75\
1998 805,000 8.75\
1999 805,000 8.75\
2000 805,000 8.60\
2001 805,000 6.25\
2002 805,000 6.40\
2003 805,000 6.50\
2004 805,000 6.50\
2005 805,000 6.50\
2006 805,000 6.25\
2007 805,000 6.25\
2008 810,000 5.75\
2009 810,000 5.75\
2010 810,000 5.75\
2011 810,000 5.75\
Interest on the Certificates shall accrue from the
Certificate Date at the per annum rate(s) 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, 1992.
-2-6409D
-
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.
The selection and appointment of Texas Commerce Bank
National Association, Lubbock, 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
-3-64090
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 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,
2002, shall be subject to redemption prior to maturity, at the
option of the City, in whole or in part in principal amounts of
$5,000 or any integral multiple thereof (and if within a Stated
Maturity by lot by the Paying Agent/Registrar), on February 15,
2001 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
-4-
6409D
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
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
-5-6409D
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
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
Mai 1, 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
-6-64090
-.
-
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: Book-Entry Only Transfers and
Transactions. Notwithstanding the provisions contained in
Sections 3 and 5 hereof relating to the payment, and
transfer/exchange of the Certificates, the City hereby approves
and authorizes the use of "Book-Entry Only'" securities
clearance, settlement and transfer system provided by The
Depository Trust Company (DTC), a limited purpose trust company
organized under the laws of the State of New York, in
accordance with the requirements and procedures identified in
the Letter of Representation, by and between the City, the
Paying Agent/Registrar and DTC (the "Depository Agreement"}
relating to the Certificates.
Pursuant to the Depository Agreement and the rules of DTC,
the Certificates shall be deposited with DTC who shall hold
said Certificates for its participants (the "DTC
Participants"}. While the Certificates are held by DTC under
the Depository Agreement, the Holder of the Certificates on the
Security Register for all purposes, including payment and
notices, shall be Cede & Co., as nominee of DTC,
notwithstanding the ownership of each actual purchaser or owner
of each Certificate (the "Beneficial Owners") being recorded in
the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as
securities depository for the Certificates or otherwise ceases
to provide book-entry clearance and settlement of securities
transactions in general or the City determines that DTC is
incapable of properly discharging its duties as securities
depository for the Certificates, the City covenants and agrees
with the Holders of the Certificates to cause Certificates to
-7-1~090
..... .
,...
be printed in definitive form and provide for the Certificates
to be issued and delivered to DTC Participants and Beneficial
Owners, as the case may be. Thereafter, the Certificates in
definitive form shall be assigned, transferred and exchanged on
the Security Register maintained by the Paying Agent/Registrar
and payment of such Certificates shall be made in accordance
with the provisions of Sections 3 and 5 hereof.
SECTION 7: Execution -Registration. The Certificates
shall be executed on behalf of the City by the Mayor under its
seal reproduced or impressed thereon and countersigned by the
City Secretary. The signature of said officers on the
Certificates may be manual or facsimile. Certificates bearing
the manual or facsimile signatures of individuals who are or
were the proper officers of the City on the Certificate Date
shall be deemed to be duly executed on behalf of the City,
notwithstanding that one or more of the individuals executing
the same shall cease to be such officer at the time of delivery
of the Certificates to the initial purchaser(s) and with
respect to Certificates delivered in subsequent exchanges and
transfers, all as authorized and provided in the Bond
Procedures Act of 1981, as amended.
No Certificate shall be entitled to any right or benefit
under this Ordinance, or be valid or obligatory for any
purpose, unless there appears on such Certificate either a
certificate of registration substantially in the form provided
in Section 9C, manually executed by the Comptroller of Public
Accounts of the State of Texas, or his duly authorized agent,
or a certificate of registration substantially in the form
provided in Section 90, manually executed by an authorized
officer, employee or representative of the Paying
Agent/Registrar, and either such certificate duly signed upon
any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly certified,
registered and delivered.
SECTION 8: Initial Certificate(s). The Certificates
herein authorized shall be initially issued either (i) as a
single fully registered certificate in the total principal
amount of $16,120,000 with principal installments to become due
and payable as provided in Section 2 hereof and numbered T-1,
or (ii) as twenty (20) fully registered certificates, being one
certificate for each year of maturity in the applicable
principal amount and denomination and to be numbered
consecutively from T-1 and upward (hereinafter called the
"Initial Certificate(s)") and, in either case, the Initial
Certificate(s) shall be registered in the name of the initial
purchaser(s) or the designee thereof. The Initial
Certificate(s) shall be the Certificates submitted to the
-8-6COtD
-
Office of the Attorney General of the State of Texas for
approval, certified and registered by the Office of the
Comptroller of Public Accounts of the State of Texas and
delivered to the initial purchaser ( s). Any time after the
delivery of the Initial Certificate(s), the Paying
Agent/Registrar, pursuant to written instructions from the
initial purchaser(s), or the designee thereof, shall cancel the
Initial Certificate(s) delivered hereunder and exchange
therefor definitive Certificates of authorized denominations,
Stated Maturities, principal amounts and bearing applicable
interest rates for transfer and delivery to the Holders named
at the addresses identified therefor; all pursuant to and in
accordance with such written instructions from the initial
purchaser(s), or the designee thereof, and such other
information and documentation as the Paying Agent/Registrar may
reasonably require.
SECTION 9: Forms. A. Forms Generally. The
Certificates, the Registration Certificate of the Comptroller
of Public Accounts of the State of Texas, the Registration
Certificate of Paying Agent/Registrar, and the form of
Assignment to be printed on each of the Certificates, shall be
substantially in the forms set forth in this Section with such
appropriate insertions, omissions, substitutions, and other
variations as are permitted or required by this Ordinance and
may have such letters, numbers, or other marks of
identification (including identifying numbers and letters of
the Committee on Uniform Securities Identification Procedures
of the American Bankers Association) and such legends and
endorsements (including insurance legends in the event the
Certificates, or any maturities thereof, are purchased with
insurance and any reproduction of an opinion of counsel)
thereon as may, consistently herewith, be established by the
City or determined by the officers executing such Certificates
as evidenced by their execution. Any portion of the text of
any Certificates may be set forth on the reverse thereof, with
an appropriate reference thereto on the face of the Certificate.
The definitive Certificates 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.
The City may provide (i) for issuance of one fully
registered Certificate for each Stated Maturity in the
aggregate principal amount of each Stated Maturity and (ii) for
registration of such Certificates in the name of a securities
depository, or the nominee thereof. The Letter of
-9-640tD
,... .
Representations by and among the City, the Paying
Agent/Registrar, and the initial securities depository
(Depository Trust Company) a form of which is attached hereto
as Exhibit B, is approved and may be executed by the Mayor and
City Secretary on behalf of the City. The execution of a
Letter of Representations may occur either before or after
delivery of the Certificates to the initial purchasers but
shall not affect the City's obligation to pay the registered
owners the principal of and interest on the Certificates as the
same become due. While any Certificate is registered in the
name of a securities depository or its nominee, references
herein and in the Certificates to the holder or owner of such
Certificate shall mean the securities depository or its nominee
and shall not mean any other person.
B. Form of Certificates.
REGISTERED
NO.
Certificate
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF LUBBOCK, TEXAS,
COMBINATION TAX AND WATERWORKS SYSTEM
SUBORDINATE LIEN REVENUE
CERTIFICATE OF OBLIGATION
SERIES 1991
REGISTERED $ ___ _
Date: Interest Rate: Stated Maturity: CUSIP NO:
May 15, 1991 \
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 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
(computed on the basis of a 360-day year of twelve 30-day
months) on the unpaid Principal Amount hereof from the
Certificate Date at the per annum rate of interest specified
above; such interest being payable on February 15 and August 15
of each year, commencing February 15, 1992. Principal of this
Certificate is payable at its Stated Maturity or redemption to
-10-~40t0
,.., .
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
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 principa 1 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 $16,120,000
(herein referred to as the "Certificates") for the purpose of
paying contractual obligations to be incurred for ( i)
constructing improvements and extensions to the City • s
Waterworks System, to wit: renovation of the freshwater
treatment plant 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, 2002,
may be redeemed prior to their Stated Maturities, at the option
of the City, in whole or in part in principal amounts of $5,000
or any integral multiple thereof (and if within a Stated
Maturity by lot by the Paying Agent/Registrar), on February 15,
2001, or on any date thereafter, at the redemption price of
-11-54090
,....
,....
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 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 Waterworks
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.
-12-64090
,... .
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
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.
-13-
'"090
,.., .
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.
CITY OF LUBBOCK, TEXAS
COUNTERSIGNED: Mayor
City Secretary
(SEAL)
-14-64090
,.. .
c. * Form of Registration Certificate of Comptroller of
Public Accounts to Appear on Initial Certificate(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
§
§
§
§
REGISTER NO.
I HEREBY CERTIFY that this Certificate has been examined,
certified as to validity and approved by the Attorney General
of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
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 Certificates (other than a single fully
registered Certificate).
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:
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
Lubbock, Texas
as Paying Agent/Registrar
By ~~--~~--~------------Authorized Signature
-15-
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 Certificate(s) shall be in the form set
forth in paragraph B of this Section, except that the
form of a single fully registered Initial Certificate
shall be modified as follows:
(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:
-16-
-
PRINCIPAL
INSTALLMENTS
INTEREST
RATE
(Information to be inserted from
schedule in Section 2 hereof).
(or so much principal thereof as shall not have been prepaid
prior to maturity) and to pay interest on the unpaid Principal
Amount hereof from the Certificate Date at the per annum rates
of interest specified above computed on the basis of a 360-day
year of twelve 30-day months; such interest being payable on
February 15 and August 15 of each year, commencing February 15,
1992. 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 Texas Commerce Bank National
Association, Lubbock, 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 10:
Ordinance and for
Certificates, and
Revenues therefor,
same appear herein
mean as follows:
6<409D
Definitions. That for purposes of this
clarity with respect to the issuance of the
the levy of taxes and appropriation of Net
the following words or terms, whenever the
without qualifying language, are defined to
-17-
.... -
(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 parity
lien on and pledge of the Net Revenues of the System
of equal rank and dignity with the lien and pledge
securing the payment of the Certificates.
(b) The term "Certificates• shall mean
$16,120,000 "CITY OF LUBBOCK, TEXAS, COMBINATION TAX
AND WATERWORKS SYSTEM SUBORDINATE LIEN REVENUE
CERTIFICATES OF OBLIGATION, SERIES 1991" authorized
by this Ordinance.
(c) The term "Certificate Fund" shall mean the
special Fund created and established under the
provisions of Section 11 of this Ordinance.
(d) The term "Collection Date" shall mean, when
reference is being made to the levy and collection of
annual ad valorem taxes, the date annual ad 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 Securities" shall mean
direct obligations of the United States of America,
including obligations the principal of and interest
on which are unconditionally guaranteed by the United
States of America, and the United States Treasury
obligations such as its State and Local Government
Series in book-entry form.
(g) The term "Gross Revenues" shall mean all
income, receipts and revenues of every nature derived
or received from the operation and ownership
(excluding gifts and grant moneys, federal or state)
of the System, including earnings and income derived
from the investment or deposit of moneys in any
special funds or accounts created and established for
-18-
l ....
the payment and security of the Prior Lien
Obligations and other obligations payable in whole or
in part from and secured by a lien on and pledge of
the Net Revenues.
(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, 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 ter~ "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
64090
( 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 24 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
-19-
...
-
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 28 hereof.
(k) The term "Prior Lien Obligations" shall mean
all bonds or other similar obligations hereafter
issued that are payable in whole or in part from and
secured by a lien on and pledge of the Net Revenues
of the System and such lien and pledge securing the
payment thereof is prior and superior in claim, rank
and dignity to the lien and pledge of the Net
Revenues securing the payment of the Certificates.
(1) The term "System" shall mean the City's
Waterworks System, being all properties, facilities,
and plants currently owned, operated, and maintained
by the City for the supply, treatment, and
transmission of treated potable water, together with
all future extensions, improvements, replacements and
additions thereto.
SECTION 11: Certificate Fund. 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 1991
CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND WATERWORKS 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 wi 11 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.
-20-6409D
-
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 12: Tax Levy. That to provide for the payment
of the "Debt Service Requirements" on the Certificates being
(i) the interest on said Certificates and (ii) a sinking fund
for their redemption at maturity or a sinking fund of 2\
(whichever amount shall be the greater), there shall be and
there is hereby levied 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 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:
,4090
(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
-21-
------------· "--------
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 13: Pledge of Revenues. The City hereby
covenants and agrees that, subject only to a prior lien on and
pledge of the Net Revenues of the System for the payment and
security of Prior Lien Obligations, the Net Revenues of the
System, with the exception of those in excess of the amounts
required to be deposited to the Certificate Fund as hereafter
provided, are hereby irrevocably pledged, equally and ratably,
to the payment of the principal of and interest on the
Certificates and Additional Certificates, if issued, as herein
provided, and the pledge of the Net Revenues of the System
herein made for the payment of the Certificates shall
constitute a lien on the Net Revenues of the System in
accordance with the terms and provisions hereof and be valid
and binding without further action by the City and without any
filing or recording except for the filing of this Ordinance in
the records of the City.
SECTION 14: System Fund. The City hereby covenants and
agrees that all Gross Revenues (excluding earnings· from the
investment of money held in any special funds or accounts
created for the payment and security of Prior Lien Obligations)
shall be deposited from day to day as collected into a "City of
Lubbock, Texas, Waterworks System Operating Fund" (hereinafter
called •system Fund .. ) which Fund shall be kept and maintained
at an official depository bank of the City. All moneys
-22-
6409D
deposited in the System Fund shall be pledged and appropriated
to the extent required for the following purposes and in the
order of priority shown, to wit:
First: To the payment of all necessary and
reasonable Operating and Maintenance Expenses of the
System as defined herein or required by statute to be
a first charge on and claim against the Gross
Revenues.
Second: To the payment of the amounts required
to be deposited in the special Funds created and
established for the payment, security and benefit of
Prior Lien Obligations in accordance with the terms
and provisions of the ordinances authorizing the
issuance of Prior Lien Obligations; and
Third: To the payment of the amounts required
to be deposited in the specia 1 funds and accounts
(the Certificate Fund) created and established for
the payment of the Certificates and Additional
Certificates.
Any Net Revenues remaining in the System Fund after
satisfying the foregoing payments, or making adequate and
sufficient provision for the payment thereof, may be
appropriated and used for any other City purpose now or
hereafter permitted by law.
SECTION 15: Deposits to Certificate Fund. The City
hereby covenants and agrees to cause to be deposited in the
Certificate Fund prior to each interest and principal payment
date from the Net Revenues of the System, after deduction of
all payments required to be made to special Funds or accounts
created for the payment and security of the Prior Lien
Obligations, an amount equal to one hundred per centum (100\)
of the amount required to fully pay the accrued interest and
principal of the Certificates then due and payable by reason of
maturity or redemption prior to maturity, such deposits to pay
accrued interest and principal on the Certificates to be made
in substantially equal monthly installments on or before the
last business day of each month beginning the month the
Certificates are delivered to the initial purchaser.
The monthly deposits to the Certificate Fund, as
hereinabove provided, shall be made until such time as such
Fund contains an amount equal to pay the principal of and
interest on the Certificates to maturity. Ad valorem taxes
levied, collected and deposited in the Certificate Fund for and
on behalf of the Certificates may be taken into consideration
-23-
6409D
-.
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 16: Security of Funds. All moneys on deposit in
the Funds for which this Ordinance makes provision (except any
portion thereof as may be at any time properly invested) shall
be secured in the manner and to the fullest extent required by
the laws of Texas for the security of public funds, and moneys
on deposit in such Funds shall be used only for the purposes
permitted by this Ordinance.
SECTION 17: 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 18: 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 (the Certificate Fund)
created for the payment of the Certificates and
Additional Certificates;
-24-
(d)
payable
secured
thereof.
any
from
by a
other
the
lien
legally
revenues
on the
incurred indebtedness
of the System and/or
Sys tern or the revenues
SECTION 19: 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 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 Counci 1 of Texas at his office in Austin, Texas and
upon written request, to the initial purchaser of the
Certificates and any subsequent Holder of 10\ or more in
principal amount of the Certificates Outstanding.
SECTION 20: 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 21: Special Covenants. The City hereby further
covenants as follows:
l40tD
(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
-25-
-
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, 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 22: 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 23: 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.
SECITON 24: 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
-26-
.....
,..,,
and the 1 ien 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 ( i i) Government Securities sha 11
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 shall be
subject to any applicable unclaimed property laws of the State
of Texas.
-27-
54090
SECTION 25: 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 26: 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 mai 1,
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.
-28-
640'JD
,... .
SECTION 27: 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 28: Mutliated, 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 ( i i) 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 enforceabi 1 i ty 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.
-29-64090
SECTION 29: Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section 29, 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. § 1.148-8T(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. §1.148-2T,
and
(2) the Certificates has the meaning
stated in Treas. Reg. § 1.148-3T. The
Yield on the Certificates is to be computed
on a joint yield basis together with the
City's "General Obligation Bonds, Series
1991," and "Combination Tax and Solid Waste
Disposal System Revenue Certificates of
Obligation, Series 1991."
(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,
-30-640tD
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.
(c) No Private Use or Private Payments. Except as
permitted by section 141 of the Code and the regulations and
rulings thereunder, the City shall, at all times prior to the
last Stated Maturity of Certificates,
(1) exclusively own, operate, and possess all
property the acquisition, construction, or improvement of
which is to be financed 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
-31-
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) I if as a result of such investment the Yield of all
Investments allocated to such Gross Proceeds whether then held
or previously disposed of 1 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,
(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
-32-6C09D
-
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.
(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 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 Correction Amount as described in
Treas. Reg. § 1.148-1T(c)(2) and any penalty under Treas.
Reg.§ 1.148-1T(c)(3)(ii)(B).
SECTION 30: Sale of the Certificates. The sale of the
Certificates to Rauscher Pierce Refsnes, Inc. & Associates
(herein referred to as the "Purchasers") at the price of par
and accrued interest to the date of delivery 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 31: Proceeds of Sale. The proceeds of sale of
the Certificates, excluding the accrued interest received from
the Purchasers, shall be deposited in a construction fund
maintained at the City's depository bank. Pending expenditure
for authorized projects and purposes, such proceeds of sale may
be invested in authorized investments pursuant to the Public
Funds Investment Act of 1987 and any investment earnings
-33-6409D
-
realized may be expended for such authorized projects and
purposes or deposited in the Certificate Fund as shall be
determined by the City Counci 1. All surplus proceeds of sale
of the Certificates, including investment earnings, rema1n1ng
after completion of all authorized projects or purposes shall
be deposited to the credit of the Certificate Fund.
SECTION 32: 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 33: Official Statement. The Official Statement
prepared in the initial offering and sale of the Certificates
by the City, together with all addendas, supplements and
amendments thereto issued on behalf of the City, is hereby
approved as to form and content, and the City Counci 1 hereby
finds that the information and data contained in said Official
Statement pertaining to the City and its financial affairs is
true and correct in all material respects and no material facts
have been omitted therefrom which are necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading. The use of such Official
Statement in the reoffering of the Certificates by the
Purchasers is hereby approved and authorized.
SECTION 34: Printed 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
-34-640tD
-
to be dated and delivered as of the date of delivery and
payment for the Certificates. Printing of a true and correct
reproduction of said opinion on the reverse side of each of the
definitive Certificates is hereby approved and authorized.
SECTION 35: 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 36: 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 37: 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 38: 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 39: 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 4 0 : =E.::.f.::.f.:.ec.::,t;::.-...;::O::..:f:..-.::.::H.:e.:;;a-=d-=-i=n_.g.:.s .
herein are for convenience only and
construction hereof.
The Section headings
shall not affect the
SECTION 41: 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.
-35-
-
SECTION 42: 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 rna tter 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 43: 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 25th day of
April, 1991.
PASSED AND ADOPTED ON SECOND AND FINAL READING, this 26th
day of April, 1991.
CITY OF LUBBOCK, TEXAS
ATTEST:
~~=--
(City Seal)
-36-64090
EXHIBIT A I
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of Apri 1 26, 1991 {this
"Agreement"), by and between the City of Lubbock, Texas {the
.. Issuer"), and Texas Commerce Bank National Association,
Lubbock, 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 Waterworks System Subordinate Lien Revenue Certificates of
Obligation, Series 1991" {the "Securities") in the aggregate
principa 1 amount of $16, 120,000, 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 scheduled to be delivered to
the initial purchasers thereof on or about May 30, 1991; and
WHEREAS, the Issuer has selected the Bank to serve as
Paying Agent/Registrar in connection with the payment of the
principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer, and exchange
thereof by the registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities
for and on behalf of the Issuer and has full power and
authority to perform and serve as Paying Agent/Registrar for
the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as 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.
section 1.02. Compensation.
As compensation for the Bank's services as Paying Agent/
Registrar, the Issuer hereby agrees to pay the Bank the fees
and amounts set forth in Annex A attached hereto for the first
year of this Agreement and thereafter the fees and amounts set
forth in the Bank • s current fee schedule then in effect for
services as Paying Agent/Registrar for municipalities, which
shall be supplied to the Issuer on or before 90 days prior to
the close of the Fiscal Year of the Issuer, and shall be
effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon
its request for all reasonable expenses, disbursements, and
advances incurred or made by the Bank in accordance with any of
the provisions hereof (including the reasonable compensation
and the expenses and disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"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.
-2-
-
64640
"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.
"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.
-3-
-
"Stated Maturity" means the date specified in the
Bond Resolution the principal of a Security is scheduled
to be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," "Issuer," and "Securities {Security}"
have the meanings assigned to them in the recital paragraphs of
this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in
the performance of the duties and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of 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 for such purpose by or
on behalf of the Issuer, pay on behalf of the Issuer the
interest on each Security when due, by computing the amount of
interest to be paid each Holder and making payment thereof to
the Holders of the Securities {or their Predecessor Securities}
on the Record Date. All payments of principal and/or interest
on the Securities to the registered owners shall be
accomplished { 1} by the issuance of checks, payable to the
registered owners, drawn on the 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.
-4-
-
,.,
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register-Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of
the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording
the names and addresses of the Holders of the Securities, the
transfer, exchange, and replacement of the Securities and the
payment of the principa 1 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.
The Bank may request
feels necessary to effect
exchange of the Securities.
any supporting documentation
a re-registration, transfer,
it
or
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.
-5-
6 4 6 4 D
Section 4.03. Form of the Security Register.
The Bank, as Registrar, will maintain the Security
Register relating to the registration, payment, transfer 1 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 I upon payment of the required fee, a copy of the
information contained in the Security Register. The Issuer may
also inspect the information contained in the Security Register
at any time the Bank is customarily open for business, provided
that reasonable time is allowed the Bank to provide an
up-to-date listing or to convert the information into written
form.
The Bank will not release or disclose the contents of the
Security Register to any person other than to, or at the
written request of, an authorized officer or employee of the
Issuer, except upon receipt of a court order or as otherwise
required by law. Upon receipt of a court order and prior to
the release or disclosure of the contents of the Security
Register, the Bank wi 11 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,
Securities.
Lost, or Stolen
The Issuer hereby instructs the Bank, subject to the
provisions of Section 28 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.
-6-
,..
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 hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with
the preparation, execution, and delivery of a replacement
Security shall be borne by the Holder. of the Security
mutilated, 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 has delivered in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06 hereof.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of the Bank.
The Bank undertakes
herein and agrees to use
thereof.
to perform the duties set forth
reasonable care in the performanc;:e
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 op1n1ons 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.
-7-64640
(c) No provisions of this Agreement shall require the
Bank to expend or risk its own funds or otherwise incur any
financial liability for performance of any of its duties
hereunder, or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to
it against such risks or liability is not assured to it.
(d) The Bank may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate,
statement, instrument, op1n1on, report, notice, request,
direction, consent, order, bond, note, security, or other paper
or document believed by it to be genuine and to have been
signed or presented by the proper party or parties. Without
limiting the generality of the foregoing statement, the Bank
need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an
endorsement or instruction of transfer or power of transfer
which appears on its face to be signed by the Holder or an
agent of the Holder. The Bank shall not be bound to make any
investigation into the facts or matters stated in a resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note, security, or
other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written
advice of such counsel or any opinion of counsel shall be full
and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good
faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder
and perform any duties hereunder either directly or by or
through agents or attorneys of the Bank.
Section 5.03. Recitals of 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 responsiblity for their
correctness.
The Bank shall in no event be liable to the Issuer, any
Holder or Holders of any Security, or any other Person for any
amount due on any Security from its own funds.
Section 5.04. May Hold Securities.
The Bank, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise
deal with the Issuer with the same rights it would have if it
were not the Paying Agent/Registrar, or any other agent.
-8-
Section 5.05. ~M~o~n~e~y~s~H~e~ld=-=b.Y ____ ~t~h~e=-=B=a~n~k~--------=S=e~p~a~r~a~t~e
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 Feder a 1 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 a 11 1 i abi 1 i ty of the Bank with respect to such
moneys shall thereupon cease.
Section 5.06. Indemnification.
To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss,
liability, or expense incurred without negligence or bad faith
on its part, arising out of or in connection with its
acceptance or administration of its duties hereunder, including
the cost and expense against any claim or liability in
connection with the exercise or performance of any of its
powers or duties under this Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over
its person as well as funds on deposit, in either a Federal or
State District Court located in the state and county where
either 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
-9-
address referred to in Section 6. 03 of this Agreement sha 11
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.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02. Assignment.
This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03. Notices.
Any request, demand, authorization, direction, notice,
consent, waiver, or other document provided or permitted hereby
to be given or furnished to the Issuer or the Bank shall be
mailed or delivered to the Issuer or the Bank, respectively, at
the addresses shown on page 12 of this Agreement.
Section 6.04. Effect of Headings.
The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the Issuer shall
bind its successors and assigns, whether so expressed or not.
-10-64640
-
Section 6.06. Severability.
In case any provision herein shall be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or
impaired thereby.
Section 6.07. Benefits of Agreement.
Nothing herein, express or implied, shall give to any
Person, other than the parties hereto and their successors
hereunder, any benefit or any legal or equitable right, remedy,
or claim hereunder.
Section 6.08. Entire Agreement.
This Agreement and the Bond Resolution constitute the
entire agreement between the parties hereto relative to the
Bank acting as Paying Agent/Registrar and if any conflict
exists between this Agreement and the Bond Resolution, the Bond
Resolution shall govern.
Section 6.09. Counterparts.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all
of which shall constitute one and the same Agreement.
Section 6.10. Termination.
This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to
the Holders thereof or (ii) may be earlier terminated by either
party upon sixty (60) days written notice; provided, however,
an early termination of this Agreement by either party shall
not be effective until (a) a successor Paying Agent/Registrar
has been appointed by the Issuer and such appointment accepted
and (b) notice given to the Holders of the Securities of the
appointment of a successor Paying Agent/Registrar.
Furthermore, the Bank and 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 thereof), together with other pertinent books and
records relating to the Securities, to the successor Paying
Agent/Registrar designated and appointed by the Issuer.
-11-
64640
-
The provisions of Section 1.02 and of Article Five shall
survive and remain in full force and effect following the
termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
[SEAL]
Attest:
City Secretary
(SEAL)
ATTEST:
Title:
CITY OF LUBBOCK, TEXAS
BY
Mayor
Address:
P. o. Box 2000
Lubbock, Texas 79457
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
Lubbock, Texas
BY
Mailing Address:
P. o. Box 841
Lubbock, Texas 79408
Delivery Address:
1314 Avenue K
Lubbock, Texas 79401
-12-
The Depository Trust Company
55 Water Street
New York, NY 10041
Attention: General Counsel's Office
Letter of Representations
TO BE COMPLETED BY ISSUER AND AGENT, IF ANY
City of Lubbock, Texas
Texas Commerce Bank National Association
S.ame uf Agent, it any
Re: $16,120,000 City of Lubbock, Texas, Combination Tax and
Gentlemen:
Waterworks System Subordinate Lien Revenue Certificates
of Obligation. Series 1991
(Issue Oescr~ption)
tXHIBIT B I
April 26, 1991
(Date)
The purpose of this tetter is to set out certain matters relating to the abo\·e·referenced Bonds (the "Bonds"). National Association
Texas Commerce Bank/ is acting as Trustee, Paying Agent, Fiscal Agent, or other Agent of the Issuer v.ith
(the ·Agent1
respect to the Bonds. The Bonds will be issued pursuant to a Trust Indenture, Bond Resolution, or other such document
authorizing the issuance of the Bonds dated as of May 15 , 19 91 <the "Document(s)").
----:---.-:---:-:---:--:::-----is distributing the Bonds through The Depository Trust Company ("DTC").
(lhe "llnderwriter1
To induce DTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules with respect
to the Bonds, the Issuer and the Agent, if any, make the following representations to DTC:
1. Subsequent to Closing on the Bonds on May 30 , 19 91 , there shall be deposited with DTC
one Bond certificate in registered form registered in the name of DTC's nominee, Cede & Co., for each stated maturity
of the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal
amount of such Bonds. If, however, the aggregate principal amount of any maturity exceeds $100,000,000, one
certificate will be issued with respect to each $100,000,000 of principal amount and an additional certificate will be
issued with respect to any remaining principal amount. Each $100,000,000 Bond certificate shall bear the follov.ing
legend:
"Unless this certificate is presented by an authorized representative of The Depository Trust Company to the
issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name
of Cede &: Co. or such other name as requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede &: Co., has an interest
herein."'
-
2. In the event ~:~f Jny solicit.'ltion of consents from and voting by holders of the Bonds, the Issuer or Agent, shall
establish a record J.1te for such purposes and give DTC notice of such record date not less than 15 calendar days in
advance of such ra:ord date to the extent possible.
3. In the event of a redemption or any other similar transaction resulting in retirement of all Bonds outstanding or a
reduction in .tggregate principal amount of Bonds outstanding ("full or partial redemption") or an advance refunding
of all or part of the Bonds outstanding, the Issuer or Agent, shall give DTC notice of such event not less than 30 days
nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are
deposited in escrow.
4. In the e•;ent of a partial redemption or an advance refunding of part of the Bonds outstanding, the Issuer or Agent
shall send DTC a notice specifying: 1) the amount of the redemption or refunding; 2) in the case of a refunding, the
maturity date(s) established under the refunding; and 3) the date such notice is to be mailed to Bondholders or
published (Hthe Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible facsimile
transmission, registered or certified mail, overnight express delivery> in a timely manner designed to assure that such
notice is in DTC's possession no later than the close of business on the business day before the Publication Date. The
Issuer or Agent will forward such notice either in a separate secure transmission for each CUSIP number or in a secure
transmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted in that
transmission. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such
means and timeliness of the notice.) The Publication Date shall be not Jess than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow.
5. In the e\tent of an invitation to tender the Bonds, notice to Bondholders by the Issuer or Agent, specifying the
terms of the tender and the date such notice is to be mailed to Bondholders or published ("the Publication Date") shall
be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express
delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of
business on the business day before the Publication Date. (The Issuer or Agent sending such notice shall have a
method to verify subsequently the use of such means and timeliness of the notice.)
6. All notices and payment advices sent to DTC shall contain the CUSIP number of the Bonds.
7. Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at (516) 227-4039 or
(516) 227-·1190. The Agent shall confirm DTC's receipt of such facsimile transmission by telephoning the Call
Notification Department at (516) 227-4070. Notices to DTC by mail or any other means shall be sent to:
The Depository Trust Company
Call Notification Department
Muni Reorganization Manager
711 Stewart Avenue
Garden City, NY 11530
8. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day funds
on each payment date (or the equivalent in accordance with existing arrangements between the Issuer or Agent and
DTC). Such payments shall be made payable to the order of Cede & Co.
9. Payments of principal shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day
funds on each payment date. Principal payments shall be made payable to the order of Cede & Co., and shall be
addressed as follows:
-
-
The Depository Trust Comp•ny
Muni Redemption Department
55 Water Street-50th floor
New York, NY 10041
Attention: Collection Supervisor
10. DTC may direct the Issuer or Agent to use any other telephone number for facsimile transmission, address, or
department of OTC as the number, address or department to which payments of interest or principal or notices may be sent.
11. tn the event of a redemption, acceleration or any other similar transaction (e.g., tenders made and accepted in
response to the Issuer's or Agent's invitation) necessitating a reduction in aggregate principal amount of Bonds
outstanding or an advance refunding of part of the Bonds outstanding, ore, in its discretion, (a) may request the
Issuer or Agent to issue and authenticate a new Bond certificate or (b) shall make an appropriate notation on the Bond
certificate indicating the date and amounts of such reduction in principal, except in the case of final maturity, in which
case the certificate must be presented to the Issuer or Agent prior to payment.
12. In the event the Issuer determines p~rsuant to the Oocument(s) that beneficial owners of the Bonds shall be able
to obtain certificated Bonds, the Issuer or Agent shall notify ore of the availability of Bond certificates and shall issue,
transfer and exchange Bond certificates in appropriate amounts as required by OTC and others.
13. DTC may determine to discontinue providing its service as securities depository with respect to the Bonds at any
time by giving reasonable notice to the Issue or Agent (at which time OTC will confirm with the Issuer or Agent the
aggregate principal amount of the Bonds outstanding) and discharging its responsibilities with respect thereto under
applicable Jaw. Under such circumstances. whenever DTC requests the Issuer and the Agent to do so, the Agent and
the Issuer will cooperate with DTC in taking appropriate action to make available one or more separate certificates
evidencing the Bonds to any OTC Participant having Bonds credited to its OTC account.
14. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer.
Note$:
a. H there is no organization actino as Agent for the Issuer. and
all obr.gations in this letter of Representations are to be assumed
solely by the Issuer. references to suc:h Agent may be inked out.
b. Neither DTC nor (Cede & Co.) provides consents with respect
to any security. Under its usual procedures. DTC mails an
Omnibus Proxy to the Issuer as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s votino rights to
lhose Participants havino the security c:redited to their ac:c:ounts on
the record date (identifted in a listing auached to the Omnibus
Proxy). The requirement to advise DTC of the record date for the
scli<:italion of consents is set forth in paragraph 2 of the letter.
c. Under Rules of the Municipal Securities Rulemaking Board
relating to "good delivery.· a municipal securities dealer must be
abte to determine the date that a notice of partial can or of an
advance refunding of part of an issue is published (the "Publication
Date1. The estabrJShment of suc:h a Publication Date is addressed
in paragraph 4 of the letter.
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
BY.-----------------------------<Authorized Ofrlcn-'t Sip tun:)
cc: Underwriter
Underwriter's Counsel
Very truly yours,
Texas Commerce Bank National Association
CAuthonzed Offic~r·s Sign111urel
City of Lubbock, Texas
(Authorized OffJcn-•f Signature!
Mayor
SCHEDULE A
,...
Year of Principal Interest
Stated Maturit:l Amount Rate
1992 $805,000 8.75\
1993 805,000 8.75\ ,.., 1994 805,000 8.75\
1995 805,000 8.75\
1996 805,000 8.75\
1997 805,000 8.75\
1998 805,000 8.75\
1999 805,000 8.75\
2000 805,000 8.60\
2001 805,000 6.25\
2002 805,000 6.40\
2003 805,000 6.50\
2004 805,000 6.50\
2005 805,000 6.50\
2006 805,000 6.25\
2007 805,000 6.25\
2008 810,000 5.75\
2009 810,000 5.75\
2010 810,000 5.75\
2011 810,000 5.75\
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of Apri 1 26, 1991 (this
•• Agreement"), by and between the City of Lubbock, Texas (the
"Issuer"), and Texas Commerce Bank National Association,
Lubbock, 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 Waterworks System Subordinate Lien Revenue Certificates of
Obligation, Series 1991" (the "Securities") in the aggregate
principal amount of $16,120,000, 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 scheduled to be delivered to
the initial purchasers thereof on or about May 30, 1991; and
WHEREAS, the Issuer has selected the Bank to serve as
Paying Agent/Registrar in connection with the payment of the
principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer, and exchange
thereof by the registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities
for and on behalf of the Issuer and has full power and
authority to perform and serve as Paying Agent/Registrar for
the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as 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.
Section 1.02. Compensation.
As compensation for the Bank's services as Paying Agent/
Registrar, the Issuer hereby agrees to pay the Bank the fees
and amounts set forth in Annex A attached hereto for the first
year of this Agreement and thereafter the fees and amounts set
forth in the Bank's current fee schedule then in effect for
services as Paying Agent/Registrar for municipalities, which
shall be supplied to the Issuer on or before 90 days prior to
the close of the Fiscal Year of the Issuer, and shall be
effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon
its request for all reasonable expenses, disbursements, and
advances incurred or made by the Bank in accordance with any of
the provisions hereof (including the reasonable compensation
and the expenses and disbursements of its agents and counsel).
~ ARTICLE TWO
DEFINITIONS
,...
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
14140
"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 wi 11 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.
-2.:..
"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.
"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.
-3-
"Stated Maturity" means the date specified in the
Bond Resolution the principal of a Security is scheduled
to be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," "Issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of
this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in
the performance of the duties and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of 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 for such purpose by or
on behalf of the Issuer, pay on behalf of the Issuer the
interest on each Security when due, by computing the amount of
interest to be paid each Holder and making payment thereof to
the Holders of the Securities (or their Predecessor Securities)
on the Record Date. All payments of principal and/or interest
on the Securities to the registered owners shall be
accomplished ( 1) by the issuance of checks, payable to the
registered owners, drawn on the 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.
-4-
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register-Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of
the Issuer at the Bank Office books and records {herein
sometimes referred to as the "Security Register") for recording
the names and addresses of the Holders of the Securities, the
transfer, exchange, and replacement of the Securities and the
payment of the principal of and interest on the Securities to
the Holders and containing such other information as may be
reasonably required by the Issuer and subject to such
reasonable regulations as the Issuer and 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.
The Bank may request
feels necessary to effect
exchange of the Securities.
any supporting documentation
a re-registration, transfer,
it
or
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.
-5-
6 4 6 c D
'·
Section 4.03. Form of the Security Register.
The Bank, as Registrar, will maintain the Security
Register relating to the registration, payment, transfer, and
exchange of the Securities in accordance with the Bank's
general practices and procedures in effect from time to time.
The Bank shall not be obligated to maintain such Security
Register in any form other than those which the Bank has
currently available and currently utilizes at the time.
The Security Register may be maintained in written form
or in any other form capable of being converted into written
form within a reasonable time.
Section 4.04. List of Security Holders.
The Bank will provide the Issuer at any time requested by
the Issuer, upon payment of the required fee, a copy of the
information contained in the Security Register. The Issuer may
also inspect the information contained in the Security Register
at any time the Bank is customarily open for business, provided
that reasonable time is allowed the Bank to provide an
up-to-date listing or to convert the information into written
form.
The Bank will not release or disclose the contents of the
Security Register to any person other than to, or at the
written request of, an authorized officer or employee of the
Issuer, except upon receipt of a court order or as otherwise
required by law. Upon receipt of a court order and prior to
the release or disclosure of the contents of the Security
Register, the Bank will notify the Issuer so that the Issuer
may contest the court order or such release or disclosure of
the contents of the Security Register.
Section 4.05. Return of 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,
Securities.
Lost, or Stolen
The Issuer hereby instructs the Bank, subject to the
provisions of Section 28 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.
-6-
64640
-
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 hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with
the preparation, execution, and delivery of a replacement
Security shall be borne by the Holder of the Security
mutilated, 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 has delivered in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06 hereof.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of the Bank.
The Bank undertakes
herein and agrees to use
thereof.
to perform the duties set forth
reasonable care in the performance
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.
-7-
64640
(c) No provisions of this Agreement shall require the
Bank to expend or risk its own funds or otherwise incur any
financial liability for performance of any of its duties
hereunder, or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to
it against such risks or liability is not assured to it.
(d) The Bank may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security, or other paper
or document believed by it to be genuine and to have been
signed or presented by the proper party or parties. Without
limiting the generality of the foregoing statement, the Bank
need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an
endorsement or instruction of transfer or power of transfer
which appears on its face to be signed by the Holder or an
agent of the Holder. The Bank shall not be bound to make any
investigation into the facts or matters stated in a resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note, security, or
other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written
advice of such counsel or any opinion of counsel shall be full
and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good
faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder
and perform any duties hereunder either directly or by or
through agents or attorneys of the Bank.
Section 5.03. Recitals of 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 responsiblity for their
correctness.
The Bank shall in no event be liable to the Issuer, any
Holder or Holders of any Security, or any other Person for any
amount due on any Security from its own funds.
Section 5.04. May Hold Securities.
The Bank, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise
deal with the Issuer with the same rights it would have if it
were not the Paying Agent/Registrar, or any other agent.
-8-
Section 5.05. Moneys Held by the Bank Separate Account/Collateraliza~t~i~o~n~.~~~=-~-----=~-=~~--------~~~~~
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 any claim or liability in
connection with the ·exercise or performance of any of its
powers or duties under this Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over
its person as well as funds on deposit, in either a Federal or
State District Court located in the state and county where
either the Bank Office or the administrative office of the
Issuer is located, and agree that service of process by
certified or registered mai 1, return receipt requested, to the
-9-64640
,..
address referred to in Section 6. 03 of this Agreement shall
constitute adequate service. The Issuer and the Bank further
agree that the Bank has the right to file a Bill of
Interpleader in any court of competent jurisdiction to
determine the rights of any Person claiming any interest herein.
Section 5.08. DT Services.
It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for
"Depository Trust Company" services or equivalent depository
trust 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.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02. Assignment.
This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03. Notices.
Any request, demand, authorization, direction, notice,
consent, waiver, or other document provided or permitted hereby
to be given or furnished to the Issuer or the Bank shall be
mailed or delivered to the Issuer or the Bank, respectively, at
the addresses shown on page 12 of this Agreement.
Section 6.04. Effect of Headings.
The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the Issuer shall
bind its successors and assigns, whether so expressed or not.
-10-
6 4 6 4 D
-
Section 6.06. Severability.
In case any provision herein shall be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of
the remaining provisions sha 11 not in any way be affected or
impaired thereby.
Section 6.07. Benefits of Agreement.
Nothing herein, express or implied, shall give to any
Person, other than the parties hereto and their successors
hereunder, any benefit or any legal or equitable right, remedy,
or claim hereunder.
Section 6.08. Entire Agreement.
This Agreement and the Bond Resolution constitute the
entire agreement between the parties hereto relative to the
Bank acting as Paying Agent/Registrar and if any conflict
exists between this Agreement and the Bond Resolution, the Bond
Resolution shall govern.
Section 6.09. Counterparts.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all
of which shall constitute one and the same Agreement.
Section 6.10. Termination.
This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to
the Holders thereof or (ii) may be earlier terminated by either
party upon sixty (60) days written notice; provided, however,
an early termination of this Agreement by either party shall
not be effective until (a) a successor Paying Agent/Registrar
has been appointed by the Issuer and such appointment accepted
and (b) notice given to the Holders of the Securities of the
appointment of a successor Paying Agent/Registrar.
Furthermore, the Bank and 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 thereof), together with other pertinent books and
records relating to the Securities, to the successor Paying
Agent/Registrar designated and appointed by the Issuer.
-11-6464D
-
The provisions of Section 1.02 and of Article Five shall
survive and remain in full force and effect following the
termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
[SEAL]
~~ Citecretary
(SEAL)
ATTEST:
CITY OF LUBBOCK, TEXAS
Address:
P. o. Box 2000
Lubbock, Texas 79457
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
Lubbock, Texas
._/
Mailing Address:
P. o. Box 841
Lubbock, Texas 79408
Delivery Address:
1314 Avenue K
Lubbock, Texas 79401
-12-
"B" PAYING AGENT SERVICES PROPOSAL RESPONSE FORM
FEE SCHEDULE
BOND REGISTRAR, TRANSFER AGENT, AND
PAYING AGENT-BOOK-ENTRY-ONLY
BANK NAME: TEXAS COMMERCE BANK NA LUBBOCK
OFFICIAL SUBMITTING:
OFFICIAL SIGNATURE:
TITLE OF OFFICIAL: ASSISTANT VP & TRUST OFFICER
TELEPHONE NUMBER: (806) 742-8511
ACCOUNT MAINTENANCE Pe.:-Accunt
Annual minimum
INTEREST PAYMENTS
Payment of Interest per interest payment date
Each additional ck ove.:-50
PRINCIPAL PAYMENTS
Payment of registered bond at maturity or by call
OTHER ITEMIZED SERVICES, AS SUGGESTED BY BIDDING BANK:
Acceptance
Issuance of 1099s on taxable issue
Annual m1n1mum fo.:-up to 100
$ 1.00
100.00
$ 75.00
1.00
$ 5.00
$500.00
$100.00
"•
The Depository Trust Company
55 Water Street
New York. NY 10041
Attention: General Counsel's Office
Letter of Representations
TO BE COMPLETED BY ISSUER AND AGENT. IF ANY
City of Lubbock, Texas
~ .. m,..oflssiK"''
Texas Commerce Bank National Association
Re: $16.120,000 City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates
of Obligation. Series 1991
Gentlemen: (Issue Oescnptionl
April 26, 1991
(Date)
The purpose of this letter is to set out certain matters relating to the abO\'e·referenced Bonds (the "Bonds"). Nat1onal Association
Texas Commerce Bank/ is acting as Trustee, Paying Agent, Fiscal Agent, or other Agent of the Issuer \\ith
(the •.t.gent1
respect to the Bonds. The Bonds will be issued pursuant to a Trust Indenture, Bond Resolution, or other such document
authorizing the issuance of the Bonds dated as of May 15 • 19 91 (the "Oocument(s)").
Inc. & Associates Rauscher Pierce Ref snes, I is distributing the BOnds through The Depository Trust Company C"DTC").
(the "Underwntet1
To induce DTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules with respect
to the Bonds, the Issuer and the Agent, if any, make the following representations to DTC:
1. Subsequent to Closing on the Bonds on May 23____, 19 91 . there shall be deposited with OTC
one Bond certificate in registered form registered in the name of DTCs nominee, Cede&. Co., for each stated maturity
of the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal
amount of such Bonds. If, however, the aggregate principal amount of any maturity exceeds $100,000,000, one
certificate will be issued with respect to each $100,000,000 of principal amount and an additional certificate will be
issued with respect to any remaining principal amount. Each $100,000,000 Bond certificate shall bear the following
legend:
"'Unless this certificate is presented by an authorized representative of The Depository Trust Company to the
issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name
of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON ts WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.""
2. (n th~ ~vent of any solicit.ltion of consents from and voting by holders of the Bonds, the Issuer or Agent, shall
t!'St.tblish a record date for such purposes and give OTC notice of such record date not lt.'SS than IS calendar d<ws in
adv.1nce of such re:ord date to the extent possible.
3. In the event of a redemption or any other similar transaction resulting in retirement of all Bonds outstanding or a
reduction in .1ggregate principal amount of Bonds outstanding ("full or partial redemption") or an advance refunding
of all or part of the Bonds outstanding, the Issuer or Agent, shall give DTC notice of such event not less than 30 days
nor more than 60 days prior to the redemption date or, in the case of an ad\•ance refunding, the date the proceeds are
deposited in escrow.
4. In the event of a partial redemption or an advance refunding of part of the Bonds outstanding, the Issuer or Agent
shall send DTC a notice specifying: U the amount of the redemption or refunding; 2) in the case of a refunding, the
maturity date(sl established under the refunding; and 3) the date such notice is to be mailed to Bondholders or
published ("the Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible facsimile
transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such
notice is in DTC's possession no later than the close of business on the business day before the Publication Date. The
Issuer or Agent will forward such notice either in a separate secure transmission for each CUSIP number or in a secure
transmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted in that
transmission. CThe Issuer or Agent sending such notice shall have a method to verify subsequently the use of such
means and timeliness of the notice.} The Publication Date shall be not less than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow.
5. In the event of an invitation to tender the Bonds, notice to Bondholders by the Issuer or Agent, specifying the
terms of the tender and the date such notice is to be mailed to Bondholders or published ("the Publication Date") shall
be sent to OTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express
delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of
business on the business day before the Publication Date. (The Issuer or Agent sending such notice shall have a
method to verify subsequently the use of such means and timeliness of the notice.)
6. All notices and payment ad\'ices sent to DTC shall contain the CUSIP number of the Bonds.
7. Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at (516) 227--4039 or
(516} 227-4190. The Agent shall confirm DTC's receipt of such facsimile transmission by telephoning the Call
Notification Department at (516) 227-1070. Notices to DTC by mail or any other means shall be sent to:
The Depository Trust Company
Call Notification Department
Muni Reorganization Manager
711 Stewart Avenue
Garden City, NY 11530
8. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day funds
on each payment date (or the equivalent in accordance with existing arrangements between the Issuer or Agent and
DTC). Such payments shall be made payable to the order of Cede & Co.
9. Payments of principal shall be received by Cede & Co .• as nominee of DTC, or its registered assigns in next-day
funds on each payment date. Principal payments shall be made payable to the order of Cede & Co., and shall be
addressed as follows:
The D~tpository TNst Company
Muni Redemption Department
55 Water Street-50th Aoor
New York. NY 10041
Attention: Collection Supervisor
10. DTC may direct the Issuer or Agent to use any other telephone number for facsimile transmission, address, or
department of OTC as the number, address or department to which payments of interest or principal or notices may be sent.
11. In the event of a redemption, acceleration or any other similar transaction (e.g .• tenders made and accepted in
response to the Issuer's or Agent's invitation} necessitating a reduction in aggregate principal amount of Bonds
outstanding or an advance refunding of part of the Bonds outstanding, DTC, in its discretion, (a) may request the
Issuer or Agent to issue and authenticate a new Bond certificate or (b) shall make an appropriate notation on the Bond
certificate indicating the date and amounts of such reduction in principal, except in the case of final maturity, in which
case the certificate must be presented to the Issuer or Agent prior to payment.
12. In the event the Issuer determines p~rsuant to the Document(s) that beneficial owners of the Bonds shall be able
to obtain certificated Bonds, the Issuer or Agent shall notify DTC of the availability of Bond certificates and shall issue,
transfer and exchange Bond certificates in appropriate amounts as required by DTC and others.
13. DTC may determine to discontinue providing its service as securities depository with respect to the Bonds at any
time by giving reasonable notice to the Issue or Agent (at which time DTC will confirm with the Issuer or Agent the
aggregate principal amount of the Bonds outstanding) and discharging Us responsibilities with respect thereto under
applicable law. Under such circumstances, whenever DTC requests the Issuer and the Agent to do so, the Agent and
the Issuer will cooperate with DTC in taking appropriate action to make available one or more separate certificates
evidencing the Bonds to any DTC Participant having Bonds credited to its DTC account.
14. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer.
Nolet:
L If there is no organization acting as Agenl for lhe Issuer. and
all Obt'.gations in this letter of Representations are to be assumed
solely by lhe Issuer, references to such Agenl may be inked cut
b. Neither OTC nor (Cede & Co.) provides conseniS with respect
to anr securit)'. Under its usual procedures. OTC mails an
Omnibus Proxy to the Issuer as soon as possible after the recotd
date. The Omnibus Proxy assigns Cede & Co.'s voting rights to
those Participants having the security credited to lheir ac:couniS on
the record date (Identified in a Rsting attached to the Omnibus
Proxy). The requirement to advise OTC of lhe record date for lhe
sorldtation of consents is set for1h in paragraph 2 or the letter.
c. Under Rules or the Municipal Securities Rulemaking Board
relating 1o •good delivery: a municipal securities dealer must be
able to determine the date that a notice of partial can or or an
advance refunding or part of an iSsue is published (the ·Publication
Date1. The estabi'IShment of such a Publication Date is addressed
in paragraph 4 or the Jetter.
CAut!loriud Officer's Sign.aturel
cc: Undetwriter
Underwriter's Counsel
Very truly yours,
City of Lubbock. Texas
~ ' (Auth';,rind O!rKer't Sign.atund
Mayor
llitlcl
SCHEDULE A
Year of Principal Interest
Stated Maturity Amount Rate
1992 $805,000 8.75\
1993 805,000 8.75\
1994 805,000 8.75\
1995 805,000 8.75\
1996 805,000 8.75\
1997 805,000 8.75\
1998 805,000 8.75\
1999 805,000 8.75\
2000 805,000 8.60\
2001 805,000 6.25\
2002 805,000 6.40\
2003 805,000 6.50\
2004 805,000 6.50\
2005 805,000 6.50\
2006 805,000 6.25\
2007 805,000 6.25\
2008 810,000 5.75\
2009 810,000 5.75\
2010 810,000 5.75\
2011 810,000 5.75\
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 $2,000,000 "City of Lubbock,
Texas, General Obligation Bonds, Series 1991," dated May 15,
1991; $16,120,000 "City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates of
Obligation, Series 1991," dated May 15, 1991; $1,145,000 "City
of Lubbock, Texas, Combination Tax and Solid Waste Disposal
System Revenue Certificates of Obligation, Series 1991," dated
May 15, 1991; $4,030,000 "City of Lubbock, Texas, Combination
Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue
Certificates of Obligation, Series 1991," dated May 15, 1991;
and $1,085,000 "City of Lubbock, Texas, Public Property Finance
Contractual Obligations, Taxable Series 1991," dated May 15,
1991, payable from ad valorem taxes levied and collected by the
City is as follows:
OUTSTANDING INDEBTEDNESS ---------------------..... --$71,403,752
SERIES 1991 BONDS ------------------------------------$ 2,000,000
SERIES 1991 WATERWORKS CERTIFICATES ------------------$16,120,000
SERIES 1991 SOLID WASTE CERTIFICATES -----------------$ 1,145,000
SERIES 1991 EXHIBITION/HALL AUDITORIUM CERTIFICATES --$ 4,030,000
SERIES 1991 CONTRACTUAL OBLIGATIONS ------------------$ 1,085,000
TOTAL INDEBTEDNESS -------------------------------$95,783,752
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 $16, 120,000 "City of Lubbock, Texas, Combination Tax
and Waterworks System Subordinate Lien Revenue Certificates of
Obligation, Series 1991," dated May 15, 1991, 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:
B.C. McMINN
RANETTE BOYD
LARRY J. CUNNINGHAM
J. ROBERT MASSENGALE
MAYOR
CITY SECRETARY
CITY MANAGER
ASSISTANT CITY MANAGER
FOR FINANCIAL SERVICES -
CITY TREASURER
4. Relative to Incorporation.
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 1990, 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 -----------$4,725,708,214
6. Relative to Nonencumbrance.
Save and except for the pledge of the income and
revenues of the City's Waterworks System to the payment of (i)
principal and interest to become due with respect to the
proposed City of Lubbock, Texas, Combination Tax and Waterworks
System Subordinate Lien Revenue Certificates of Obligation,
Series 1991, dated May 15, 1991 and (ii) a contract with the
Canadian River Municipal Water Authority, 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 and contracts evidence the only liens, encumbrances
or indebtedness of said System or against the income and
revenues of such System.
-2-
64680
-
1. Relative to Income and Revenues.
The following is a schedule of the gross receipts,
operating expenses and net revenues of the City's Waterworks
System for the years stated:
Fiscal Year Gross Operating Net
Ending 9-30 Receipts Expenses Revenues
1986 $15,312,223 $10,548,979 $ 4,763,244
1987 14,516,185 9,863,218 4,652,967
1988 16,360,138 9,494,108 6,866,030
1989 17,286,235 8,407,336 8,878,899
1990 21,549,032 8,700,920 12,848,112
a. Relative to Utilit~ Properties.
The water utility properties owned, operated and
maintained by the City currently provides water services to
approximately 62,119 inhabitants of the City. The City secures
its water from the Canadian Municipal Water Authority pursuant
to contracts for the purchase of untreated water in addition to
City-owned wells.
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 Waterworks System are as follows:
WATER RATES
First 1,000 gallons (minimum)
Next 49,000 gallons (per thousand)
Next 200,000 gallons (per thousand)
All over 250,000 gallons (per thousand)
10. Relative to No Petition.
$ 7.31
$ 1.53
$ 1.37
$ 1.31
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 Waterworks System
Subordinate Lien Revenue Certificates of Obligation, Series
1991".
-3-6468D
-
11. Relative to Interest Earnings.
That interest earnings on proceeds from the sale of
$16,120,000 "City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates of
Obligation, Series 1991" 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 o
of improvements and extensions for which such obligations are
being issued.
WITNESS OUR HANDS AND THE SEAL OF THE CITY OF LUBBOCK,
TEXAS, this the tf<~~ day of /?;!?Rtt..-, 1991.
1MaYQr, City ol Lubbock, Texas
of
(City Seal}
.... --' .
-4-64680
<
C I TY OF LUBBOCK, TEXAS ,_ -co -:r
FISCAL ~
YW JEW ISSU.ES
EIIDIJG OO!S!AIDDIG D£81' COIBIJEI) IEQIJIIEIIPJft'S GiA.HD TO'l'AL COIIBIHED UQOIIEIIEH!S
9-30 PiiiCIPAL mm:sr TO'l'AL PIIBCIPAL IITEREST TO'l'AL PRIHCIPAL IUWST TO'l'AL
1991 $7,685,000 $5,519,770 $13,204,770 $7,685,000 $5,519,770 $13,204,770
1992 7,400,000 4,947,384 12,347,384 1,275,000 2,187,075 3,462,075 8,675,000 7,134,459 15,809,459
1993 6,910,000 4,402,888 11,312,888 1,275,000 1,627,766 2,902,766 8,185,000 6,030,654 14,215,654
1994 6,645,000 3,882,851 10,527,851 1,275,000 1,516,952 2,791,952 7,920,000 5,399,803 13,319,803
1995 6,180,000 3,385,478 9,565,478 1,275,000 1,407,283 2,682,288 7,455,000 4,792,766 12,247,766
1996 6,2&0,000 2,897,366 9,177,366 1,275,000 1,298,717 2,573,717 7,555,000 4,196,083 11,751,083
1997 6,089,434 2,567,266 8,656,700 1,275,000 1,190,230 2,465,230 7,364,434 3,757,496 11,121,930
1998 6,090,076 2,110,591 8,200,667 1,275,000 1,081,828 2,356,828 7,365,076 3,192,419 10,557,495
1999 5,976,493 1,652,184 7,628,677 1,275,000 973,281 2,248,281 7,251,493 2,625,465 9,876,958
2000 3,514,986 3,258,861 6,773,847 1,275,000 865,528 2,140,528 4,789,986 4,124,389 8,914,375
2001 3,144,442 2,593,737 5,738,178 1,270,000 m,743 2,041,743 4,414,442 3,365,480 7,779,921
2002 2,848,639 1,724,224 4,572,863 1,160,000 693,560 1,853,560 4,008,639 2,417,784 6,426,423
2003 2,684,682 1,083,971 3,768,653 1,160,000 617,338 1,m,338 3,844,682 1,701,309 5,545,990
2004 1,545,000 464,163 2,009,163 1,160,000 540,563 1,700,563 2,705,000 1,004,726 3,709,726
2005 1,545,000 356,700 1,901,700 1,160,000 463,788 1,623,788 2,705,000 820,488 3,525,(88
2006 1,545,000 251,162 1,796,162 1,165,000 388,238 1,553,238 2,710,000 639,400 3,349,400
2fXf1 1,545,000 145,450 1,690,450 1,165,000 313,878 1,478,878· 2,710,000 459,328 3,169,328
2008 895,000 63,225 958,225 1,170,000 241,353 1,411,353 2,065,000 304,578 2,369,578
2009 565,000 16,950 581,950 1,165,000 171,688 1,336,688 1,730,000 188,638 1,918,638
2010 1,165,000 103,012 1,268,012 1,165,000 103,012 1,268,012
2011 1,165,000 34,338 1,199,338 1,165,000 34,338 1,199,338
$79,088,752 $41,324,221 $120,412,972 $24,380,000 $16,488,161 $40,868,161 $103,468,752 $57,812,382 $161,281,134
( l ( ( l ( ( ( ( l (
CITY OF LUBBOCK, TEXAS
DIVISION OF GENERAL OBLIGATION DEBT
LESS: LESS: LESS: LESS:
WATER~RKS SEWER SYSTEM GOLF CXXJRSE SOLID WASTE CEHERAL
FISCAL SYSTEM SYSTEM SYSTEM DISPOSAL SYSTEM PURPOSE
TEAl CEmAL GEHERAL GENERAL GEHERAL GEHERAL
EHDIIG COKBIBED OBLIGATION OBLIGATIOB OBLIGATIO!I' OBLIGATIOB OBLIGA!IOH
9-30 REQOIREKENTS REQOIIEKEHTS IEQOIREKEHTS REQOIREKEHTS REQOIREKEHTS UQOIREKEHTS
1991 $13,204,770 $4,309,742 2,221,415 $87,167 $6,586,446
1992 15,809,459 6,235,314 2,128,357 84,018 204,928 7,156,842 -1993 14,215,654 5,471,509 2,022,397 85,642 177,075 6,459,030
1994 13,319,803 5,092,255 1,977,186 82,043 168,105 6,000,214
1995 12,247,766 4,673,211 1,837,489 83,218 160,285 5,493,563
1996 11,751,083 4,449,522 1,836,264 84,224 153,558 5,227,516
1997 11,121,930 4,199,102 1,761,828 85,302 146,715 4,928,983
1998 10,557,495 3,980,574 1,690,010 81,425 139,758 4,665,728
1999 9,876,958 3,716,002 1,600,608 82,400 132,656 4,345,292
2000 8,914,375 3,342,359 1,469,966 83,025 125,469 3,893,556
2001 7,779,921 3,037,573 1,022,392 83,300 113,438 3,523,218
2002 6,426,423 2,562,599 846,406 83,225 2,934,193
2003 5,545,991 2,224,496 722,311 82,800 2,516,384
2004 3,709,726 1,639,570 624,930 1,445,226
2005 3,525,488 1,561,747 589,248 1,374,493
2006 3,349,400 1,486,568 553,442 1,309,390
2007 3,169,328 1,412,395 517,461 1,239,472
2008 2,369,578 1,118,638 138,156 1,112,785
2009 1,918,638 1,029,524 111,958 m,156
2010 1,268,012 879,863 388,150
2011 1,199,338 833,288 366,050
$161,281,133 $63,255,848 $23,671,824 $1,087,789 $1,521,985 $71,743,687
EXHfBJT A
..... f ...... _.,.. ......... '""'-'."• tt..<'>l\w
REQUIREMENTS OF SERIES 1991 <C NEW ISSUES
!::
aiiBIIAfiQI T.U AID co -ClllliiWIQI W AID wmlliOii(S miiimOI IWJAIJl)Itoallll <lllliiWIOI T.U .YD SOLID :t:
PUQL SJSTEII SO&:>ii>IWI LIEI 111111111 (LIJimD Pl.l:f.Q) UIIDUE IQ.SU DISfOS.U. SJSTEII UIIEIIII PIJIIIJC JllllPDrf PII.UICI X 1.&.1
IW QJEW, C&.lQ!D IICIII'S c:mzncms 01 C&.lGll'IOI c:muxara 01 OIILlGll'Iar a:rrmara 01 OIILlGll'Iat 01IWL'!IW. liiLICiolmiiS
Elii)IJC: IIITDESf Il'fD!S! ImU.S'1' ImU.S'1' IlrEU'.S1' CXIIBIIIIl
t--30 PII»C::P.U. mE ImUSr P.WiCIP.U. WE Im'JES! PIIICIP.U. W'l Il'lD!S! P.WiCIP.U. WE mmsr PJDCIP.U. WE ImiiSr IE(;GII!XEIITS
1991
1992 100,000 I. 1St 179,117 105,000 1.7SI 1,U7,m 200,000 a.m 360,JlS 115,000 7.101 19,92' 55,000 nt,m 3,~,075
1993 100,000 1.75l 133,725 105,000 1.75\ 1,on,10i 200,000 a.m 261,150 115,000 7.10l 62,075 55,000 90~-2,902,766
1994 100,000 1.75l • 124,975 105,000 1.m 1,002,369 200,000 1.75l 251,350 115,000 1.10l 53,105 55,000 15,153 2,791,952
1995 100,000 a.m 116,225 105,000 1.m 931,931 200,000 1.7Sl 233,150 115,000 s.&Ol 15,215 55,000 79,997 2,w,m
1996 100,000 a.m 107,t7S 105,000 1.7Sl &&1,4M 200,000 1.7Sl 216,350 115,000 S.90l 3&,55& 55,000 9.3750l 7«,Ul 2,573,711
1997 100,000 a.m 91,725 105,000 1.7Sl 791,0Sci 200,000 a.m 191,150 115,000 6.00l 31,715 55,000 6!l,IU 2,665,230
1991 100,000 a.m u,m 105,000 1.7SI 720,619 200,000 1.75\ 111,350 115,000 6.10& 24,751 55,000 65,126 2,356,12&
1999 100,000 1.7Sl 11,225 105,000 1.7sl 650,111 200,000 1.75\ 163,150 115,000 6.251 17,656 55,000 60,369 2,241,211
2000 100,000 1.'10l 12,500 105,000 1.60l S&O,ltl 200,000 1.50& 146,600 115,000 6.251 10,469 55,000 55,611 2,110,521
2001 100,000 6.25& 65,025 105,000 6.251 5ZO,S76 200,000 6.2Sl 131,150 110,000 6.25l 3,UI 55,000 1.65001 50,154 2,041,741
2002 100,000 6.t01 51,700 105,000 6.40l ut,660 200,000 6.40& 119,200 55,000 46,000 l,W,560
2003 100,000 6.50& 52,i:50 105,000 6.50\ 417,734 200,000 6.50\ 106,300 55,000 41,050 1,777,33&
200C 100,000 6.50l 6,750 105,000 6.50& 365,413 200,000 6.50& 93,300 55,000 36,100 1,700,563
2005 100,000 6.50\ 39,i:50 105,000 6.50\ 313,011 200,000 6.50& 10,300 55,000 31,150 1,W,711
2006 100,000 6.251 32,175 105,000 6.25\ 261,769 205,000 6.25& 67,3M 55,000 t.OOOOl 26,:ZOO 1,553,231
2007 100,000 6.25& 26,625 805,000 6.25l 211,66 205,000 6.25l 54,511 55,000 21,216 1,471,171
2001 100,000 6.25l 20,37S 110,000 S.7Sl 163,013 205,000 6.25l 41,769 55,000 16,197 1,411,353
2009 100,000 5.75\ 14,37S uo,ooo 5.75a 116,UI 205,000 S.7SI 29,469 50,000 11,406 1,336,611
2010 100,000 S.7St 1,625 uo,ooo s.m 69,163 205,000 S.7Sl 17,611 50,000 '·"' 1,261,012
2011 1001000 5.7St 2el75 uotooo S.7Sl 23121& 2051000 S.7Sl 51194 501000 9.1250l 21211 11199133&
$2,000,000 $1,3'10, 737 $16,~,000 $10,910,962 $4,030,000 $2,761,913 $1,16,000 $376,915 $1,015,000 $990,564 $10,161,161
All rates established at sale of obligations.
( ( ( ( ( l (
CERTIFICATE AS TO TAX EXEMPTION
THE STATE OF TEXAS
COUNTY OF LUBBOCK
CITY OF LUBBOCK
§
§ s s s
I, the undersigned, Assistant City Manager for Financial
Services of the City of Lubbock, Texas, (the "Issuer"), who
with other officers are charged with the responsibility of
issuing and delivering the "CITY OF LUBBOCK, TEXAS, COMBINATION
TAX AND WATERWORKS SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES
OF OBLIGATION, SERIES 1991", dated May 15, 1991, in the
principal amount of $16,120,000 (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. Purpose of the Certificates.
The Certificates are being issued to finance the costs
of constructing improvements to the City• s Waterworks 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 upon payment of the
agreed purchase price as follows:
PRINCIPAL AMOUNT--------------$16,120,000.00
ACCRUED INTEREST--------------26,188.06
PREMIUM -----------------------0-
TOTAL PURCHASE PRICE------$16,146,188.06
2.2 The amount received from the purchasers of the
Certificates representing accrued interest and premium, if any,
was deposited in the interest and sinking fund (the
"Certificate Fund") for the Certificates to be used to pay the
first interest payment to become due on the Certificates on
February 15, 1992.
-
2.3 The balance of the amount received will be used
to pay certain costs of issuance relating to the Certificates
(estimated to be $61, 199) and expended to pay costs of the
Projects.
The Issuer acknowledges and understands that based on
the certifications and representations appearing in paragraph
(3) below, the amounts received from 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. Temporary Period.
3.1 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 each 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.
3. 2 After entering into said contracts 1 work on the
Projects will proceed with due diligence to completion, which
is expected to occur on or about June, 1993.
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 1 and are
additionally payable from a pledge of the Net Revenues of the
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 11 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
-2-6C7lD
-,
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.
4.3
pledged in
Ordinance.
Any amounts deposited to the System Fund shall be
the priority set forth in Section 14 of the
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 Projects, or (ii) if and when found not to be
required for 'such expenditure, will be deposited in the
Certificate Fund and expended to pay principal and interest on
the Certificates, within three (3) 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
-3-6C1lD
-
be $600,000), 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, other than a contract with Reese Air Force Base,
under which water is supplied to Reese Air Force Base in an
amount less than 5\ of the capacity of the City's Waterworks
System.
5. 6 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 except for the "City of Lubbock, Texas, General
Obligation Bonds, Series 1991" and the "City of Lubbock, Texas,
Combination Tax and Solid Waste Disposal System Revenue
Certificates of Obligation, Series 1991" (collectively, the
"Additional Bonds").
5. 7 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 and the Additional
Bonds produces an amount equal to the "Issue Price" (as
represented by the initial purchasers) of the Certificates and
the Additional Bonds, is 6.58530 \. _.,
5.8 In accordance with Section 29 of the Ordinance,
unless the Certificates meet an exception described in section
148(f) 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. It is anticipated that the
Certificates and the Additional Bonds, taken together as one
issue for federal income tax purposes, may meet the exception
contained in section 148(f)(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.
CITY OF LUBBOCK, TEXAS
HAY 2 3 1991 -(ci tx __ seal)
DATED:~---------------------------
-4-
f> 4 7 1 D
. '-j
..
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
WATERWORKS SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF
OBLIGATION, SERIES 1991," dated May 15, 1991 (the "Certificate
Date"), in the aggregate principal amount of $16,120,000 (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 impre~sed 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
Waterworks 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 05-23-91
(Issuer's Seal)
SIGNATURE
-
---------------------
OFFICIAL TITLE
Mayor, City of
Lubbock, Texas
City Secretary, City of
Lubbock, Texas
.:The signatures of the persons subscribed above
.. hereby certified to be true and genuine. -... ._ _,.,......_·'"' ',,.
are
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
Lubbock, Texas
By:~~~ (~dOffii'
(Ban~ Seal)
-2-£4£70
,...,_
DANMORA~,J
ATTORNEY GENER~
®ffice of tbe ~ttornep ~eneral
~tatt of t!Ctxag
Ma.y 15, 1991
THIS IS TO CERTIFY that the City of Lubbock, Texas
(the "Issuer") has submitted to me City of Lubbock.
Texas. Combination Tax and Waterworks system Subordinate
Lien Revenue Certificate of Obligation. series 1991 (the
"Certificate") in the principal amount of $16,120, ooo for
approval. The Certificate is dated May 15, 1991,
numbered T-1 and was authorized by Ordinance No. 9435 of
the Issuer passed on April 26, 1991 (the 110rdinance11 ).
I have examined the law and such certified proceedings and
other papers as I deem necessary to render this opinion.
As to questions of fact material to my opinion, I have relied
upon representations of the Issuer contained in the certified
proceedings and other certifications of public officials furnished
to me without undertaking to verify the same by independent
investigation.
I express no opinion relating to any Official statement or
other offering material relating to the Certificate.
Based on my examination, I am of the opinion, as of the date
hereof and under existing law, as follows (capitalized terms,
except as herein defined, have the meanings given to them in the
Ordinance):
(1) The Certificate has been issued in accordance with law
and is a valid and binding obligation of the Issuer.
(2) The Certificate is payable from the proceeds of an annual
ad valorem tax levied, within the limit prescribed by law,
upon all taxable property in the Issuer, and is additionally
payable from and secured by a lien on and pledge of the Net
Revenues of the Issuer's Waterworks System, such lien and
pledge, however, being junior and subordinate to the lien on
and pledge of the Net Revenues of the System securing the
payment of Prior Lien Obligations.
Therefore, the Certificate is approved.
No. 24930
Book No. 89
spc
512/463·2100 P.O. BOX 12548
AN EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER
AUSTIN, TEXAS 78711-2548
-
~=-73-11$ ~ "::" (Rev. 1-9115)
OFFICE OF COMPTROLLER
OF THE STATE OF TEXAS
l
l
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, Combination Tax and Waterworks System Subordinate
lien Revenue Certificate of Obligation, Series 1991
numbered ___ T_-_1 _________________ of the denomination of
16,120,000 $ _________ dated __ M_ay;;.._l_S ______ , 199_1 __ , as authorized by
issuer, interest _v_a_r_i o_u_s_ percent, under and by authority of which said bonds were registered
in this office, on the _15 ______ day of _Ma...::y;..._ _____ , 19 ....;9;;..;1 __ , as the same
appears of record on page _6_4_7 __ Bond Register of the Comptroller's Office, Vol. -=92=--
Register Number 53067
Given under my hand and seal of office, at Austin, Texas, the _1_5 ________ _
day of May , 19 __ 91.
JOHN SHARP
Comptroller of Public Accounts
State of Texas
RECEIPT FOR PAYMENT
THE STATE OF TEXAS §
§
§ COUNTY OF LUBBOCK
On the date hereof the following described bonds: "CITY
OF LUBBOCK, TEXAS, COMBINATION TAX AND WATERWORKS SYSTEM
SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES
1991", dated April 1, 1991, in the aggregate principal amount
of $16,120,000 (the "Certificates") were delivered to the
purchaser(s) thereof, namely:
RAUSCHER PIERCE REFSNES, INC.
following the receipt of immediately available funds from the
purchaser(s) in settlement of the agreed purchase price for the
Certificates as follows:
PRINCIPAL AMOUNT-------------$16,120,000.00
ACCRUED INTEREST------------$ ~~.6f.r.p~
TOTAL AMOUNT RECEIVED ON '
DELIVERY OF THE CERTIFICATES $/61 Jt/~1 Qtf".f?'
Furthermore, the undersigned has on the date of this
receipt transmitted to American State Bank, Lubbock, Texas,
Attention: Selma Sedgwick (the depository bank of the issuer)
the above amount of funds for credit to the issuer's account in
accordance with the instructions received.
6 5 7"'' D
DELIVERED, this ~0=5_-=23~-~9~1~-----------------
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
::bbo~ ~
Title __ ~Ab/~~~~r~~~O~----------
-
-
CERTIFICATE AS TO OFFICIAL STATEMENT
THE STATE OF TEXAS §
§
§
§
§
COUNTY OF LUBBOCK
CITY OF LUBBOCK
RE: $16,120,000 "City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates
of Obligation, Series 1991, dated May 15, 1991
WE, THE UNDERSIGNED, Mayor and City Secretary of the
City of Lubbock, Texas, DO HEREBY CERTIFY that to the best of
our knowledge and belief:
(a) The descriptions and statements of
or pertaining to the City contained in its
Official Statement, and any addenda,
supplement or amendment thereto, prepared in
connection with the issuance and sale of the
above referenced Certificates, on the date of
such Official Statement, on the date of sale
of said Certificates and the acceptance of the
best bid therefor, and on the date of the
delivery, were and are true and correct in all
material respects;
(b) Insofar as the City and its
affairs, including its financial affairs, are
concerned, such Official Statement did not and
does not contain an untrue statement of a
material fact or omit to state a material fact
required to be stated therein or necessary to
make the statements therein, in the light of
the circumstances under which they were made,
not misleading;
(c) Insofar as the descriptions and
statements, including financial data, of or
pertaining to entities, other than the City,
and their activities contained in such
Official Statement are concerned, such
statements and data have been obtained from
sources which the City believes to be reliable
and the City has no reason to believe that
they are untrue in any material respect; and
(d) There has been no material adverse
change in the financial condition of the City
since the date of the last audited financial
statements of the City.
TO CERTIFY WHICH, witness my hands and the seal of the
City, this ~0~5~-=23-~9~1~-------------------------
CITY OF LUBBOCK, TEXAS
MaYor~ ~~e~c~r~e~t-a-r~y~~~~----
(city se.al)
-2-
64650
>.'
i
ORDINANCE NO.
AN ORDINANCE authorizing the issuance of "CITY OF
LUBBOCK, TEXAS, COMBINATION TAX AND WATERWORKS
SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF
OBLIGATION, SERIES 1991"; levying an ad valor em
tax upon all taxable property in the City and
pledging the Net Revenues of the City's
Waterworks 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, including the approval and
distribution of an Official Statement pertaining
thereto; and providing an effective date.
WHEREAS, notice of the City Council's intention to issue
certificates of obligation in the maximum principal amount of
$16,120,000 for the purpose of paying contractual obligations
to be incurred ·for (i) constructing improvements and extensions
to the City's Waterworks System, to wit: renovation of the
freshwater treatment plant 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 24, 1991 and March 31, 1991, 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
certificates and bearing valid petition signatures of
5% of the qualified voters of the City, has been filed
City Secretary, any member of the Council or any other
of the City on or prior to the date of the passage
ordinance; and
of such
at least
with the
official
of this
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 $16,120,000 to be designated and bear the title "CITY
OF LUBBOCK, TEXAS,, ~COMBINATION TAX AND WATERWORKS SYSTEM
SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES
1991" (the "Certificates"), for the purpose of paying
contractual obligations to be incurred for (i) constructing
improvements and extensions to the City's Waterworks System, to
wit: renovation of the freshwater treatment plant 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,
1991 (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 Interest
Stated Maturity Amount Rate
1992 $805,000 \
1993 805,000 \
1994 805,000 \
1995 805,000 \
1996 805,000 \
1997 805,000 \
1998 805,000 \
1999 805,000 \
2000 805,000 \
2001 805,000 \
2002 805,000 \
2003 805,000 \
2004 805,000 \
2005 805,000 \
2006 805,000 \
2007 805,000 \
2008 810,000 \
2009 810,000 \
2010 810,000 \
2011 810,000 \
Interest on the Certificates shall accrue from the
Certificate Date at the per annum rate(s) 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, 1992.
-2-
6409D
SECTION 3: Terrt)S;<~ ~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.
The selection and appointment of Texas Commerce Bank
National Association, Lubbock, 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
deli very 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/Regist:.;ar.
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
-3-... 090
'
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 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") wi 11
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,
2002, shall be subject to redemption prior to maturity, at the
option of the City, in whole or in part in principal amounts of
$5,000 or any integral multiple thereof (and if within a Stated
Maturity by lot by the Paying Agent/Registrar), on February 15,
2001 or on any date thereafter at the redemption price of par
plus accrued interest to the date of redemptibn.
(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
-4-
64090
dividing the principaL.,amount ·o.f· .. ,such: Certificates by $5,000
and shall select the C~r~ificates, 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 Ci ty• 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
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
-5-
64090
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
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
-6-
~4090
the new Certificate 6r ·Ce'rti:f·icates:,~r:egistered 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: Book-Entry Only Transfers and
Transactions. Notwithstanding the provisions contained in
Sections 3 and 5 hereof relating to the payment, and
transfer/exchange of the Certificates, the City hereby approves
and authorizes the use of "Book-Entry Only" securities
clearance, settlement and transfer system provided by The
Depository Trust Company (DTC), a limited purpose trust company
organized under the laws of the State of New York, in
accordance with the requirements and procedures identified in
the Letter of Representation, by and between the City, the
Paying Agent/Registrar and DTC (the "Depository Agreement")
relating to the Certificates.
Pursuant to the Depository Agreement and the rules of DTC,
the Certificates shall be deposited with DTC who shall hold
said Certificates for its participants (the "DTC
Participants"). While the Certificates are held by DTC under
the Depository Agreement, the Holder of the Certificates on the
Security Register for all purposes, including payment and
notices, shall be Cede & Co., as nominee of DTC,
notwithstanding the ownership of each actual purchaser or owner
of each Certificate (the "Beneficial Owners") being recorded in
the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as
securities depository for the Certificates or otherwise ceases
to provide book-entry clearance and settlement of securities
transactions in general or the City determines that DTC is
incapable of properly discharging its duties as securities
depository for the Certificates, the City covenants and agrees
with the Holders of the Certificates to cause Certificates to
-7-640,0
be printed in definitive form and provide fo~ the Certificates
to be issued and delivered to DTC Participants and Beneficial
Owners 1 as the case may be. Thereafter 1 the Certificates in
definitive form shall be assigned, transferred and exchanged on
the Security Register maintained by the Paying Agent/Registrar
and payment of such Certificates shall be made in accordance
with the provisions of Sections 3 and 5 hereof.
SECTION 7: Execution -Registration. The Certificates
shall be executed on behalf of the City by the Mayor under its
seal reproduced or impressed thereon and countersigned by the
City Secretary. The signature of said officers on the
Certificates may be manual or facsimile. Certificates bearing
the manual or facsimile signatures of individuals who are or
were the proper officers of the City on the Certificate Date
shall be deemed to be duly executed on behalf of the City,
notwithstanding that one or more of the individuals executing
the same shall cease to be such officer at the time of delivery
of the Certificates to the initial purchaser(s) and with
respect to Certificates delivered in subsequent exchanges and
transfers, all as authorized and provided in the Bond
Procedures Act of 1981, as amended.
No Certificate shall be entitled to any right or benefit
under this Ordinance, or be valid or obligatory for any
purpose, unless there appears on such Certificate either a
certificate of registration substantially in the form provided
in Section 9C, manually executed by the Comptroller of Public
Accounts of the State of Texas, or his duly authorized agent,
or a certificate of registration substantially in the form
provided in Section 90, manually executed by an authorized
officer, employee or representative of the Paying
Agent/Registrar, and either such certificate duly signed upon
any Certificate shall be conclusive eviden~e, and the only
evidence, that such Certificate has been duly certified,
registered and delivered.
SECTION 8: Initial Certificate(s). The Certificates
herein authorized shall be initially issued either (i) as a
single fully registered certificate in the total principal
amount of $16,120,000 with principal installments to become due
and payable as provided in Section 2 hereof and numbered T-1,
or (ii) as twenty (20) fully registered certificates, being one
certificate for each year of maturity in the applicable
principal amount and denomination and to be numbered
consecutively from T-1 and upward (hereinafter called the
"Initial Certificate(s)") and, in either case, the Initial
Certificate(s) shall be registered in the name of the initial
purchaser(s) or the designee thereof. The Initial
Certificate(s) shall be the Certificates submitted to the
-8-64090
' ~ . ' ',.
Office of the Attorne'Y General of the State of Texas for
approval, certified and registered by the Office of the
Comptroller of Public Accounts of the State of Texas and
delivered to the initial purchaser(s). Any time after the
delivery of the Initial Certificate(s), the Paying
Agent/Registrar, pursuant to written instructions from the
initial purchaser(s), or the designee thereof, shall cancel the
Initial Certificate(s) delivered hereunder and exchange
therefor definitive Certificates of authorized denominations,
Stated Maturities, principal amounts and bearing applicable
interest rates for transfer and delivery to the Holders named
at the addresses identified therefor; all pursuant to and in
accordance with such written instructions from the initial
purchaser(s), or the designee thereof, and such other
information and documentation as the Paying Agent/Registrar may
reasonably require.
SECTION 9: Forms. A. Forms Generally. The
Certificates, the Registration Certificate of the Comptroller
of Public Accounts of the State of Texas, the Registration
Certificate of Paying Agent/Registrar, and the form of
Assignment to be printed on each of the Certificates, shall be
substantially in the forms set forth in this Section with such
appropriate insertions, omissions, substitutions, and other
variations as are permitted or required by this Ordinance and
may have such letters, numbers, or other marks of
identification (including identifying numbers and letters of
the Committee on Uniform Securities Identification Procedures
of the American Bankers Association) and such legends and
endorsements (including insurance legends in the event the
Certificates, or any maturities thereof, are purchased with
insurance and any reproduction of an opinion of counsel)
thereon as may, consistently herewith, be established by the
City or determined by the officers executing· such Certificates
as evidenced by their execution. Any portion of the text of
any Certificates may be set forth on the reverse thereof, with
an appropriate reference thereto on the face of the Certificate.
The definitive Certificates 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.
The City may provide (i) for issuance of one fully
registered Certificate for each Stated Maturity in the
aggregate principal amount of each Stated Maturity and (ii) for
registration of such Certificates in the name of a securities
depository, or the nominee thereof. The Letter of
-9-
"4090
Representations by and among the City, the Paying
Agent/Registrar, and the initial securities depository
(Depository Trust Company) a form of which is attached hereto
as Exhibit B, is approved and may be executed by the Mayor and
City Secretary on behalf of the City. The execution of a
Letter of Representations may occur either before or after
delivery of the Certificates to the initial purchasers but
shall not affect the Ci ty• s obligation to pay the registered
owners the principal of and interest on the Certificates as the
same become due. While any Certificate is registered in the
name of a securities depository or its nominee, references
herein and in the Certificates to the holder or owner of such
Certificate shall mean the securities depository or its nominee
and shall not mean any other person.
B. Form of Certificates.
REGISTERED
NO.
Certificate
UNITED .STATES OF AMERICA
STATE OF TEXAS
CITY OF LUBBOCK, TEXAS,
COMBINATION TAX AND WATERWORKS SYSTEM
SUBORDINATE LIEN REVENUE
CERTIFICATE OF OBLIGATION
SERIES 1991
REGISTERED $ ___ _
Date: Interest Rate: Stated Maturity: CUSIP NO:
May 15, 1991 %
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 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
(computed on the basis of a 360-day year of twelve 30-day
months) on the unpaid Principal Amount hereof from the
Certificate Date at the per annum rate of interest specified
above; such interest being payable on February 15 and August 15
of each year, commencing February 15, 1992. Principal of this
Certificate is payable at its Stated Maturity or redemption to
-10-6409D
the registered ownef he:~eof, upo~"' ··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
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 principa 1 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 $16,120,000
(herein referred to as the "Certificates") for the purpose of
paying contractual obligations to be incurred for (i)
constructing improvements and extensions to the City • s
Waterworks System, to wit: renovation ·of the freshwater
treatment plant 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, 2002,
may be redeemed prior to their Stated Maturities, at the option
of the City, in whole or in part in principal amounts of $5,000
or any integral multiple thereof (and if within a Stated
Maturity by lot by the Paying Agent/Registrar), on February 15,
2001, or on any date thereafter, at the redemption price of
-11-
640t0
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 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 Waterworks
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 ~ity 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.
-12-
Reference is hereby-made to ~he"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
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.
-13-'409D
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.
CITY OF LUBBOCK, TEXAS
COUNTERSIGNED: Mayor
City Secretary
(SEAL)
-14-6409D
C. * Form of Registration Certificate of Comptroller of
Public Accounts to Appear on Initial Certificate(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
§
§
§
§
REGISTER NO.
I HEREBY CERTIFY that this Certificate has been examined,
certified as to validity and approved by the Attorney General
of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
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 Certificates (other than a single fully
registered Certificate).
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:
~4090
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
Lubbock, Texas
as Paying Agent/Registrar
By ~~--~~~-----------------Authorized Signature
-15-
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 Certificate(s) shall be in the form set
forth in paragraph B of this Section, except that the
form of a single fully registered Initial Certificate
shall be modified as follows:
(i) immediately under the name of the certificate the
headings •rnterest 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:
-16-6409D
..
· 'PRINCIPAL
INSTALLMENTS
INTEREST
RATE
(Information to be inserted from
schedule in Section 2 hereof).
(or so much principa 1 thereof as sha 11 not have been prepaid
prior to maturity) and to pay interest on the unpaid Principal
Amount hereof from the Certificate Date at the per annum rates
of interest specified above computed on the basis of a 360-day
year of twelve 30-day months; such interest being payable on
February 15 and August 15 of each year, commencing February 15,
1992. 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 Texas Commerce Bank National
Association, Lubbock, 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 :s legal tender for the payment of public and private
debts.
SECTION 10:
Ordinance and for
Certificates, and
Revenues therefor,
same appear herein
mean as follows:
ICO'JD
Definitions. That for purposes of this
clarity with respect to the issuance of the
the levy of taxes and appropriation of Net
the following words or terms, whenever the
without qualifying language, are defined to
-17-
6.C09D
(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 parity
lien on and pledge of the Net Revenues of the System
of equal rank and dignity with the lien and pledge
securing the payment of the Certificates.
(b) The term "Certificates" shall mean
$16, 12 0, 000 "CITY OF LUBBOCK, TEXAS, COMBINATION TAX
AND WATERWORKS SYSTEM SUBORDINATE LIEN REVENUE
CERTIFICATES OF OBLIGATION, SERIES 1991" authorized
by this Ordinance.
(c) The term "Certificate Fund" shall mean the
special Fund created and established under the
provisions of Section 11 of this Ordinance.
(d) The term "Collection Date" shall mean, when
reference is being made to the levy and collection of
annual ad valorem taxes, the date annual ad 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 ordi!)ance 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 fisc a 1 purposes. -
(f) The term "Government Securities" shall mean
direct obligations of the United States of America,
including obligations the principal of and interest
on which are unconditionally guaranteed by the United
States of America, and the United States Treasury
obligations such as its State and Local Government
Series in book-entry form.
(g) The term "Gross Revenues" shall mean all
income, receipts and· revenues of every nature .derived
or received from the operation and ownership
(excluding gifts and grant moneys, federal or state)
of the System, including earnings and income derived
from the investment or deposit of moneys in any
special funds or accounts created and established for
-18-
the payment . and,~: secur1t:'y;":···'Of the Prior Lien
Obligations and other obligations payable in whole or
in part from and secured by a lien on and pledge of
the Net Revenues.
(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, 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 capita 1 expenditures sha 11
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
6409D
(1) those Certificates canceiled 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 24 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
-19-
irrevocably provided
satisfaction of the
or waived; and
to be given to the
Paying Agent/Registrar
(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 28 hereof.
(k) The term "Prior Lien Obligations• shall mean
all bonds or other similar obligations hereafter
issued that are payable in whole or in part from and
secured by a lien on and pledge of the Net Revenues
of the System and such lien and pledge securing the
payment thereof is prior and superior in claim,. rank
and dignity to · the lien and pledge of the Net
Revenues securing the payment of the Certificates.
(1) The term "System" shall mean the City's
Waterworks System, being all properties, facilities,
and plants currently owned, operated, and maintained
by the City for the supply, treatment, and
transmission of treated potable water, together with
all future extensions, improvements, replacements and
additions thereto.
SECTION 11: Certificate Fund. 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 1991
CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND WATERWORKS 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.
-20-64090
..
Pending the ·.·.~· tr.a.nsfer': <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 12: Tax Levy. That to provide for the payment
of the "Debt Service Requirements" on the Certificates being
(i) the interest on said Certificates and (ii) a sinking fund
for their redemption at maturity or a sinking fund of 2%
(whichever amount shall be the greater), there shall be and
there is hereby levied 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 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 otdinance levying-ad valorem
taxes each year, the City Council shall determine:
6409D
(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
-21-
the amount of Net Revenues of the System appropriated
and a !located to pay such Debt Service Requi rernents
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 Requi rernents 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 13: Pledge of Revenues. The City hereby
covenants and agrees that, subject only to a prior lien on and
pledge . of the Net Revenues of the System for the payment and
security of Prior Lien Obligations, the Net Revenues of the
System, with the exception of those in excess of the amounts
required to be deposited to the Certificate Fund as hereafter
provided, are hereby irrevocably pledged, equally and ratably,
to the payment of the principal of and interest on the
Certificates and Additional Certificates, if ·issued, as herein
provided, and the pledge of the Net Revenues of the System
herein made for the payment of the Certificates shall
constitute a lien on the Net Revenues of the System in
accordance with the terms and provisions hereof and be valid
and binding without further action by the City and without any
filing or recording except for the filing of this Ordinance in
the records of the City.
SECTION 14: System· Fund. The City hereby covenants and
agrees that all Gross Revenues (excluding earnings from the
investment of money held in any special funds or accounts
created for the payment and security of Prior Lien Obligations)
shall be deposited from day to day as collected into a "City of
Lubbock, Texas, Waterworks System Operating Fund" (hereinafter
called "System Fund") which Fund shall be kept and maintained
at an official depository bank of the City. All moneys
-22-64090
deposited in the· Sy'sterr{;Furtd 'shalf be' pledged and appropriated
to the extent required for the following purposes and in the
order of priority shown, to wit:
First: To the payment of all necessary and
reasonable Operating and Maintenance Expenses of the
System as defined herein or required by statute to be
a first charge on and claim against the Gross
Revenues.
Second: To the payment of the amounts required
to be deposited in the special Funds created and
established for the payment, security and benefit of
Prior Lien Obligations in accordance with the terms
and provisions of the ordinances authorizing the
issuance of Prior Lien Obligations; and
Third: To the payment of the amounts required
to be deposited in the special funds and accounts
{the Certificate Fund) created and established for
the payment of the Certificates and Additional
Certificates.
Any Net Revenues remaining in the System Fund after
satisfying the foregoing payments, or making adequate and
sufficient provision for the payment thereof, may be
appropriated and used for any other City purpose now
hereafter permitted by law.
or
SECTION 15: Deposits to Certificate Fund. The City
hereby covenants and agrees to cause to be deposited in the
Certificate Fund prior to each interest and principal payment
date from the Net Revenues of the System, after deduction of
all payments required to be made to special-Funds or accounts
created for the payment and security of the Prior Lien
Obligations, an amount equal to one hundred per centum { 100%)
of the amount required to fully pay the accrued interest and
principal of the Certificates then due and payable by reason of
maturity or redemption prior to maturity, such deposits to pay
accrued interest and principal on the Certificates to be made
in substantially equal monthly installments on or before the
last business day of each month beginning the month the Certific~tes are deiivered to the initial purchaser.
The monthly deposits to the Certificate Fund, as
hereinabove provided, shall be made unti 1 such time as such
Fund contains an amount equal to pay the principal of and
interest on the Certificates to maturity. Ad valorem taxes
levied, collected and deposited in the Certificate Fund for and
on behalf of the Certificates may be taken into consideration
-23-
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 16: Security of Funds. All moneys on deposit in
the Funds for which this Ordinance makes provision (except any
portion thereof as may be at any time properly invested) shall
be secured in the manner and to the fullest extent required by
the laws of Texas for the security of public funds, and moneys
on deposit in such Funds shall be used only for the purposes
permitted by this Ordinance.
SECTION 17: 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 18: Rates and Charges. The City hereby
covenants and agrees that rates and · charges for serv1ces
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:
6409D
(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 (the Certificate Fund)
created for the payment of the Certificates and
Additional Certificates;
-24-
..
.·.· ·. othe>£ '• -' ~-'
(d) any legally 'incurred indebtedness
payable from the revenues of the System and/or
secured by a lien on the System or the revenues
thereof.
SECTION 19: 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
upon written request, to the initial purchaser of the
Certificates and any subsequent Holder of 10% or more in
principal amount of the Certificates Outstanding.
SECTION 20: 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) d.efaults 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 21: Special Covenants. The City hereby further
covenants as follows:
(a) It has the lawful power to pledge the Net
Revenues of the System supporting this issue of
Certificates and has lawfully exercised said powers
-25-
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, 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 22: 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 23: 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.
SECITON 24: 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
-26-64090
"",
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. Furthermor,e, 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.
-27-
'40<JD
SECTION 25: 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 26: 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.
-28-
....
SECTION 27: 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 ~ertificates 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 28: Mutliated, 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.
-29-
l<l09D
SECTION 29: Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section 29, 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. § 1.148-8T(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. §1.148-2T,
and
(2) the Certificates has the meaning
stated in Treas. Reg. § 1.148-JT. The
Yield on the Certificates is to be computed
on a joint yield basis together with the
City•s "General Obligation Bonds, Series
1991," and "Combination Tax and Solid Waste
Disposal System Revenue Certificates of
Obligation, Series 1991."
(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,
-30-
6C090
if made or omitted, respectlVE!lYi '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.
(c) No Private Use or Private Payments. Except as
permitted by section 141 of the Code and the regulations and
rulings thereunder, the City shall, at all times prior to the
last Stated Maturity of Certificates,
( 1) exclusively own, operate, and possess all
property the acquisition, construction, or improvement of
which is to be financed 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
-31-64090
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.
(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,
6409D
(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 unti 1 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
-32-
"
-·
verified by a n~tionaliy 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.
(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
purpos~s, 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 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 Correction Amount as described in
Treas. Reg. § 1.148-1T(c)(2) and any penalty under Treas.
Reg. § 1.148-1T(c)(3)(ii)(B).
SECTION 30: Sale of the Certificates. The sale of the
Certificates to
(herein referred to as the "Purchasers") at the price of par
. and accrued interest to the date of delivery, plus a premium of
$ , 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 31: Proceeds of Sale. The proceeds of sale of
the Certificates, excluding the accrued interest received from
the Purchasers, shall be deposited in a construction fund
maintained at the City • s depository bank. Pending expenditure
for authorized projects and purposes, such proceeds of sale may
be invested in authorized investments pursuant to the Public
Funds Investment Act of 1987 and any investment earnings
-33-,_.CitD
'
realized may be expended for such authorized projects and
purposes or deposited in the Certificate Fund as shall be
determined by the City Council. All surplus proceeds of sale
of the Certificates, including investment earnings, remaining
after completion of all authorized projects or purposes shall
be deposited to the credit of the Certificate Fund.
SECTION 32: 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 33: Official Statement. The Official Statement
prepared in the initial offering and sale of the Certificates
by the City, together with all addendas, supplements and
amendments thereto issued on behalf of the City, is hereby
approved as to form and content, and the City Counci 1 hereby
finds that the information and data contained in said Official
Statement pertaining to the City and its financial affairs is
true and correct in all material respects and no material facts
have been omitted therefrom which are necessary to make the
statements therein, in light of the circumstances under which
·they ·were made, not misleading~ The use of such Official
Statement in the reoffering of the Certificates by the
Purchasers is hereby approved and authorized.
SECTION 34: Printed 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
-34-640tD
to be dated and delivered as 'b'f ; the date of deli very and
payment for the Certificates. Printing of a true and correct
reproduction of said opinion on the reverse side of each of the
definitive Certificates is hereby approved and authorized.
SECTION 35: 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 36: 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 37: 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 38: 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 39: 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 4 6 : · · =E=-f=-f=-e=-c;:.t_·...::o~f=--.::.:H:.::e:.;a:.::d:.::i:..:;n:..;ogL=.s ~
herein are for · convenience only and
construction hereof.
The Section headings
shall not affect the
SECTION 41: 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.
-35-
1410<)0
)
SECTION 42: 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 43: 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 25th day of
April, 1991.
PASSED AND ADOPTED ON SECOND AND FINAL READING, this 26th
day of April, 1991.
CITY OF LUBBOCK, TEXAS
Mayor
ATTEST:
City Secretary
(City Seal)
-36-
•
SECTION 42: 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 43: 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 25th day of
April, 1991.
PASSED AND ADOPTED ON SECOND AND FINAL READING, this 26th
day of April, 1991.
CITY OF LUBBOCK, TEXAS
ATTEST:
-36-
541090
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of April 26, 1991 (this
"Agreement") 1 by and between the City of Lubbock, Texas (the
"Issuer") 1 and Texas Commerce Bank National Association,
Lubbock, 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 Waterworks System Subordinate Lien Revenue Certificates of
Obligation, Series 1991" (the "Securities") in the aggregate
principal amount of $16,120,000, 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 scheduled to be delivered to
the initial purchasers thereof on or about May 30, 1991; and
WHEREAS, the Issuer has selected the Bank to serve as
Paying Agent/Registrar in connection with the payment of the
principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer, and exchange
thereof by the registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities
for and on behalf of the Issuer and has full power and
authority to perform and serve as Paying Agent/Registrar for
the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank· to serve as Paying
Agent with respect to the Securities, and, as 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.
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 amoun'ts set
forth in the Bank • s cur rent fee schedule then in effect for
services as Paying Agent/Registrar for municipalities, which
shall be supplied to the Issuer on or before 90 days prior to
the close of the Fiscal Year of the Issuer, and shall be
effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon
its request for all reasonable expenses, disbursements, and
advances incurred or made by the Bank in accordance with any of
the provisions hereof (including the reasonable compensation
and the expenses and disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
6464D
"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. 'I'he
Bank will notify the Is·suer · in writl.ng 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.
-2-
..
64640
•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.
•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
Direc~ors, 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 Trus.t
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. ·.
-3-
"Stated Maturity" means the date specified in the
Bond Resolution the principal of a Security is scheduled
to be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," "Issuer," and "Securities (Security)''
have the meanings assigned to them in the recital paragraphs of
this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in
the performance of the duties and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of 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 for such purpose by or
on behalf of the Issuer, pay on behalf of the Issuer the
interest on each Security when due, by computing the amount of
interest to be paid each Holder and making payment thereof to
the Holders of the Securities (or their Predecessor Securities)
on the Record Date. All payments of principal and/or interest
on the Securities to the registered owners shall be
accomplished ( 1) by the issuance of checks, payable to the
registered owners, drawn on the 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 ins.tructs the Bank to pay the principal
of and interest on the Securities at the dates specified in the
Bond Resolution.
-4-
64164D
•
..
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register-Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of
the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording
the names and addresses of the Holders of the Securities, the
transfer, exchange, and replacement of the Securities and the
payment of the principal of and interest on the Securities to
the Holders and containing such other information as may be
reasonably required by the Issuer and subject to such
reasonable regulations as the Issuer and 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.
The Bank may request
feels necessary to effect
exchange of the Securities.
any supporting documentation
a re-registration, transfer,
it
or
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 print.ed
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.
-5-
Section 4.03. Form of the Security Register.
The Bank, as Registrar, will maintain the Security
Register relating to the registration, payment, transfer, and
exchange of the Securities in accordance with the Bank's
general practices and procedures in effect from time to time.
The Bank shall not be obligated to maintain such Security
Register in any form other than those· which the Bank has
currently available and currently utilizes at the time.
The Security Register may be maintained in written form
or in any other form capable of being converted into written
form within a reasonable time.
Section 4.04. List of Security Holders.
The Bank will provide the Issuer at any time requested by
the Issuer, upon payment of the required fee, a copy of the
information contained in the Security Register. The Issuer may
also .inspect the information contained in the Security Register
at any time the Bank is customarily open for business, provided
that reasonable time is allowed the Bank to provide an
up-to-date listing or to convert the information into written
form.
The Bank will not release or disclose the contents of the
Security Register to any person other than to, or at the
written request of, an authorized officer or employee of the
Issuer, except upon receipt of a court order or as otherwise
required by law. Upon receipt of a court order and prior to
the release or disclosure of the contents of the Security
Register, the Bank will notify the Issuer so that the Issuer
may contest the court order or such release or disclosure of
the contents of the Security Register.
Section 4.05. Return of 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,
Securities.
Lost, or Stolen
The Issuer hereby instructs the Bank, subject to the
provisions of Section 28 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.
-6-
'·
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 hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with
the preparation, execution, and delivery of a replacement
Security shall · be borne by the Holder of the Security
mutilated, 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 has delivered in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06 hereof.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of the Bank.
The Bank undertakes to perform the
herein and agrees to use reasonable care
thereof.
duties set forth
in the performance
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.
-7-
64640
(c) ·No provisions of this Agreement shall require the
Bank to expend or risk its own funds or otherwise incur any
financial liability for performance of any of its duties
hereunder, or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to
it against such risks or liability is not assured to it.
(d) The Bank may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security, or other paper
or document believed by it to be genuine and to have been
signed or presented by the proper party or parties. Without
limiting the generality of the foregoing statement, the Bank
need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an
endorsement or instruction of transfer or power of transfer
which appears on its face to be signed by the Holder or an
agent of the Holder. The Bank shall not be bound to make any
investigation into the facts or matters stated in a resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note, security, or
other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written
advice of such counsel or any opinion of counsel shall be full
and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good
faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder
and perform any duties hereunder either directly or by or
through agents or attorneys of the Bank.
Section 5.03. Recitals of 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 responsiblity for their
correctness.
The Bank shall in no event be liable to the . Issuer I any .
Holder or Holders of any Security, or any other Person for any
amount due on any Security from its own funds.
Section 5.04. May Hold Securities.
The Bank, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise
deal with the Issuer with the same rights it would have if it
were not the Paying Agent/Registrar, or any other agent.
-8-
fo4fo4D
Section 5.05. Moneys Held by the Bank Separate Account/Collateraliza~t~i-o~n~.~--~=-~----~~~~~--------~~~~=
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 any claim or liability in
connection with the exercise or performance of any of its
powers or duties under this Agreement.
Se,ctj.o~ 5. 07. Interpleader.
The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over
its person as well as funds on deposit, in either a Federal or
State District Court located in the state and county where
either 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
-9-64640
address referred to in Section 6. OJ 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.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02. Assignment.
This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03. Notices.
Any request, demand, authorization, direction, notice,
consent, waiver, or other document provided or permitted hereby
to be given or furnished to the Issuer or the Bank shall be
mailed or delivered to the Issuer or the Bank, respectively, at
the addresses shown.on page 12 of this Agreement.
Section 6.04. Effect of Headings.
The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the Issuer shall
bind its successors and assigns, whether so expressed or not.
-10-64640
..
·'
Section 6.06. Severability.
In case any provision herein shall be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or
impaired thereby.
Section 6.07. Benefits of Agreement.
Nothing herein, express or implied, shall give to any
Person, other than the parties hereto and their successors
hereunder, any benefit or any legal or equitable right, remedy,
or claim hereunder.
Section 6.08. Entire Agreement.
This Agreement and the Bond Resolution constitute the
entire agreement between the parties hereto relative to the
Bank acting as Paying Agent/Registrar and if any conflict
exists between this Agreement and the Bond Resolution, the Bond
Resolution shall govern.
Section 6.09. Counterparts.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all
of which shall constitute one and the same Agreement.
Section 6.10. Termination.
This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to
the Holders thereof or (ii) may be earlier terminated by either
party upon sixty (60) days written notice; provided, however,
an early termination of this Agreement by either party shall
not be effective until (a) a successor Paying Agent/Registrar
has been appointed by the Issuer and such appointment accepted
and (b) notice given to the Holders of the Securities of the
appointment of a successor Paying Agent/Registrar.
Furthermore, the Bank and 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 o·f the Securities. ·
Upon an early termination of this Agreement, the Bank
agrees to promptly transfer and deliver the Security Register
(or a copy thereof), together with other pertinent books and
records relating to the Sec uri ties, to the successor Paying
Agent/Registrar designated and appointed by the Issuer.
-11-
The provisions of Section 1.02 and of Article Five shall
survive and remain in full force and effect following the
termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
[SEAL]
Attest:
City Secretary
(SEAL)
ATTEST:
Title:
CITY OF LUBBOCK, TEXAS
BY ~----------------------------Mayor
Address:
P. 0. Box 2000
Lubbock, Texas 79457
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
Lubbock, Texas
BY ------------------------------
Mailing Address:
P. o. Box 841
Lubbock, Texas 79408
Delivery Address:
1314 Avenue K
Lubbock, Texas 79401
-12-
••
' lXHIBIT
::;":·,_~:·.·.'·: .·::·· . :· , ·:. ·.-j · .BOOK-ENTRY.ONLYMUNIOPALBONDS · ... · . ::
The Depository Trust Company
55 Water Street
New York, NY 10041
Attention: General Counsel's Office
Letter of Representations
TO BE COMPLETED BV ISSUER AND AGENT. IF ANV
City of Lubbock, Texas
Silm~ of Issuer
Texas Commerce Bank National Association
Sarrw of Agent.. if any
Re: $16,120,000 City of Lubbock, Texas, Combination Tax and
Gentlemen:
Waterworks System Subordinate Lien Revenue Certificates
of Obligation, Series 1991
(Issue Descriplicn)
April 26, 19
(Dare)
The purpose of this letter is to set out certain matters relating to the above-referenced Bonds (the "Bonds"). National Association
Texas Commerce Bank/ is acting as Trustee, Paying Agent, Fiscal Agent, or other Agent of the Issuer t.\ith
(lhe "Agent1
respect to the Bonds. The Bonds will be issued pursuant to a Trust Indenture, Bond Resolution, or other such document
authorizing the issuance of the Bonds dated as of May 15 , 19 91 (the "Document(s) .. ).
--~---::--:--:---:--:::---__..;.. is distributing the Bonds through The Depository Trust Company ("DTC").
(the "Underwriler1
To induce DTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules with respect
to the Bonds, the Issuer and the Agent, if any, make the following representations to DTC:
1. Subsequent to Closing on the Bonds on May 30 , 19 91 , there shall be deposited with DTC
one Bond certificate in registered fonn registered in the name of DTC's 1\0minee, C~e &: Co.~ for each stated maturity
of the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the princiPal
amount of such Bonds. If, however, the aggregate principal amount of any maturity exceeds $100,000,000, one
certificate will be issued with respect to each $100,000,000 of principal amount and an additional certificate will be
issued with respect to any remaining principal amount. Each $100,000,000 Bond certificate shall bear the follot.\ing
legend:
"Unless this certificate is presented by an authorized representative of The Depository Trust Company to the
issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name
of Cede&: Co. or such other name as requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede&: Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede&: Co., has an interest
herein..,
••
2. In the event of any solicit.1tion of consents from and voting by holders of the Bonds, the Issuer or Agent, shall
establish a record date for such purposes and give DTC notice of such .record date not less than 15 calendar days in
advi\nce of such record date to the extent possible.
3. In the event of a redemption or any other similar transaction resulting in retirement of all Bonds outstanding or a
reduction in .1ggregate principal amount of Bonds outstanding ("full or partial redemption") or an advance refunding
of all or part of the Bonds outstanding, the Issuer or Agent, shall give DTC notice of such event not less than 30 days
nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are
deposited in escrow.
4. In the e\·ent of a partial redemption or an advance refunding of part of the Bonds outstanding, the Issuer or Agent
shall send DTC a notice specifying: 1) the amount of the redemption or refunding; 2) in the case of a refunding, the
maturity date(s) established under the refunding; and 3) the date such notice is to be mailed to Bondholders or
published (''the Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible facsimile
transmission, registered or certified mail, overnight express delivery> in a timely manner designed to assure that such
notice is in DTC's possession no later than the dose of business on the business day before the Publication Date. The
Issuer or Agent will forward such notice either in a separate secure transmission for each CUSIP number or in a secure
transmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted in that
transmission. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such
means and timeliness of the notice.) The Publication Date shall be not less than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow.
5. In the event of an invitation to tender the Bonds, notice to Bondholders by the Issuer or Agent, specifying the
terms of the tender and the date such notice is to be mailed to Bondholders or published ("the Publication Date") shall
be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express
deth·ery) in a timely manner designed to assure that such notice is in DTC's possession no later than the dose of
business on the business day before the Publication Date. (The Issuer or Agent sending such notice shall have a
method to verify subsequently the use of such means and timeliness of the notice.)
6. All notices and payment ad\'ices sent to DTC shall contain the CUSIP number of the Bonds.
7. Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at (516) 227-4039 or
(516) 227-4190. The Agent shall confirm DTC's receipt of such facsimile transmission by telephoning the Call
Notification Department at (516) 227-1070. Notices to DTC by mail or any other means shall be sent to:
The Depository Trust Company
Call Notification Department
Muni Reorganization Manager
711 Stewart Avenue
Garden City,NY 11530
8. Interest payments shall be received by Cede&. Co., as nominee of DTC, or its registered assigns in next-day funds
on each payment date (or the equivalent in accordance with existing arrangements between the Issuer or Agent and
DTC). Such payments shall be made payable to the order of Cede&. Co.
9. Payments of principal shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day
funds on each payment date. Principal payments shall be made payable to the order of Cede.&. Co., and shall be
addressed as follows:
f.
The Depository Trust Company
Muni R~emption Department
55 Water Street-50th Aoor
New York, NY 10041
Attention: Collection Supervisor
10. OTC may direct the Issuer or Agent to use any other telephone number for facsimile transmission, address. or
department of DTC as the number, address or department to which payments of interest or principal or notices may be sent.
11. In the event of a redemption, acceleration or any other similar transaction (e.g., tenders made and accepted in
response to the Issuer's or Agent's invitation) necessitating a reduction in aggregate principal amount of Bonds
outstanding or an advance refunding of part of the Bonds outstanding, DTC, in its discretion, (a) may request the
Issuer or Agent to issue and authenticate a new Bond certificate or (b) shall make an appropriate notation on the Bond
certificate indicating the date and amounts of such reduction in principal, except in the case of final maturity, in which
case the certificate must be presented to the Issuer or Agent prior to payment.
12. In the event the Issuer determines p~rsuant to the Oocument(s) that beneficial owners of the Bonds shall be able
to obtain certificated Bonds, the Issuer or Agent shall notify DTC of the availability of Bond certificates and shall issue,
transfer and exchange Bond certificates in appropriate amounts as required by OTC and others.
13. OTC may determine to discontinue providing its service as securities depository with respect to the Bonds at any
. time by giving reasonable notice to the Issue or Agent (at which time DTC will confirm with the Issuer or Agent the
aggregate principal amount of the Bonds outstanding) and discharging its responsibilities with respect thereto under
applicable law. Under such circumstances, whenever DTC requests the Issuer and the Agent to do so. the Agent and
the Issuer will cooperate with DTC in taking appropriate action to make available one or more separate certificates
evidencing the Bonds to any OTC Participant having Bonds credited to its DTC account.
14. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer.
Note•:
a. If there is no organization acting as Agent for lhe Issuer, and
alf obligations in this Letter of Representations are to be assumed
solely by the Issuer, references 10 such Agent may be inked out
b. Neither DTC nor (Cede & Co.) provides consents with respect
to any security. Under its usual procedures, DTC mails an
OmnibuS Proxy 10 the Issuer as soon as possible after the record
date. The Omnibus Prexy assigns Cede & Co.'s voting rights 10
those Participants having the security credited to their ac:counts on
the record date (identified in a listing attached to the Omnibus
Prexy). The requirement to advise DTC of the record date for the
solicitation of consents is set forth in paragraph 2 cf the letter.
c. Under Rules of the 'MuniCipal Securities· Rulemaking Soard
relating to •good delivery.· a municipal securities dealer must be
able to determine the date that a notice cf partial call cr cf an
advance refunding or part or an issue is published (the ·Publication
Oate1. The establishment or such a Publication Date is addressed
in paragraph .. cr the letter.
Received and Accepted:
TilE DEPOSITORY TRUST COMPANY
By:-----------------------------
cAulhorized OfC'ICfl'l Signature!
cc: Underwriter
Underwriter's Counsel
Very truly yours,
Texas Commerce Bank National Association
lnAgmll
IAuthonzed Officer' t Signature)
llitkl
City of Lubbock, Texas
us lssuffl
(Authorized Offi«'!''t Sign.ature)
Mayor
tlitlc:'l
..
• 'f
("
SCHEDULE A
Year of Principal Interest Stated Maturity Amount Rate
1992 $805,000 \ 1993 805,000 \ 1994 805,000 \ 1995 805,000 \ 1996 805,000 \ 1997 805,000 \ 1998 805,000 \ 1999 805,000 \ 2000 805,000 \ 2001 805,000 \ 2002 805,000 \ 2003 805,000 \ 2004 805,000 \ 2005 805,000 \ 2006 805,000 \ 2007 805,000 \ 2008 810,000 \ 2009 810,000 \ 2010 810,000 \ 2011 810,000 \
FULBRIGHT & JAWORSKI
TELEPHONE:: 214/8!5!5-8000
FACSIMILE: 214/855•8200
Ms. Ranette Boyd
City Secretary
City of Lubbock, Texas
1625 13th Street
Lubbock, Texas 79401
2200 Ross AvENUE
SUITE 2SOO
f?ALLAS, TEXAS 76201
June 5, 1991
HOUSTON
WASHINGTON, D.C.
AUSTIN
SAN ANTONIO
DALLAS
NEW YORK
LOS ANGELES
LONDON
ZURICH
HONG KDNG
RE: $16, 120,000 City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates of
Obligation, Series 1991;
$2,000,000 City of Lubbock, Texas, General Obligation
Bonds, Series 1991;
$4,030,000 City of Lubbock, Texas, Combination ·Tax and
Exhibition Hall/Auditorium (Limited Pledge) Revenue
Certificates of Obligation, Series 1991;
$7,500,000 City of Lubbock, Texas, Electric Light and
Power System Revenue Bonds, Series 1991;
$1,145,000 City of Lubbock, Texas, Combination Tax and
Solid Waste Disposal System Revenue Certificates of
Obligation, Series 1991;
$1,085,000 City of Lubbock, Texas, Public Property Finance
Contractual Obligations Taxable Series 1991
Dear Ranette:
Enclosed please find the transcripts of proceedings with
respect to the captioned financings.
Please call if you have any questions.
Very truly yours,
4~
Mark s. Westergard
--MSW: lc
Enclosures
OOOIE-15
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 25th day of April, 1991, 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
C~ty; the duly constituted members of the Council being as
follows:
B. C. MCMINN MAYOR
T. J. PATTERSON
BILL MALOY
GARY D. PHILLIPS
JOAN BAKER
MAGGIE TREJO
M.J. ADERTON
MAYOR PRO TEM
COUNCILMEMBER
COUNCILMEMBER
COUNCILMEMBER
COUNCILMEMBER
COUNCILMEMBER
all of said persons were present at said meeting, except the
following: ____ ~/M~v~~N~c~~----~~--~~----~--Among other
business considered at said meeting, the attached ordinance
entitled:
ORDINANCE NO.
AN ORDINANCE authorizing the issuance of "CITY OF
LUBBOCK, TEXAS, COMBINATION TAX AND WATERWORKS
SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF
OBLIGATION, SERIES 1991"; levying an ad valorem
tax upon all taxable property in the City and
pledging the Net Revenues of the City's
Waterworks 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, including the approval and
distribution of an Official Statement pertaining
thereto; and providing an effective date.
)
l
was introduced and submitted to the Council for passage and
adoption. After presentation and due conside~~ion of the
ordinance, and upon a motion made by doAII t:f!J.!{§~ and
seconded by (},17,eJI ,cAJ,u,P.S the ordinance was duly passed and
adopted by the Council on first reading by the following vote:
1 voted "For" o voted "Against" 0 abstained
all as shown in the official Minutes of the Council for the
meeting held on the aforesaid date.
2. That the attached ordinance 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, advance notice of the time, place and purpose of the
meeting was given to each member of the Council; and that said
meeting, including the subject of the entitled ordinance, 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 aff i:z:ed the seal of said City, this the .:?,sY-8...
day of April, 1991.
~~ City of Lubbock, Texas
. (City Seal·)
-2-
1'>46ZD
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 April, 1991, the City
Co unci 1 of the City of Lubbock, Texas, convened in specia 1
session at its regular meeting place in the City Hall of said
City; the duly constituted members of the Co unci 1 being as
follows:
B. C. MCMINN MAYOR
T. J. PATTERSON
BILL MALOY
GARY D. PHILLIPS
JOAN BAKER
MAGGIE TREJO
M.J. ADERTON
MAYOR PRO TEM
COUNCILMEMBER
COUNCILMEMBER
COUNCILMEMBER
COUNCILMEMBER
COUNCILMEMBER
all of said persons were present
following: (1). d.l/]>eRTZJA!
at said meeting, except the
business considered at said meeting,
entitled:
ORDINANCE NO.
• Among other
the attached ordinance
AN ORDINANCE authorizing the issuance of "CITY OF
LUBBOCK, TEXAS, COMBINATION TAX AND WATERWORKS
SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF
OBLIGATION, SERIES 1991"; levying an ad valorem
tax upon all taxable property in the City and
pledging the Net Revenues of the City's
Waterworks 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 deli very of said
Certificates, including the approval and
distribution of an Official Statement pertaining
thereto; and providing an effective date.
•
was introduced and submitted to the Council for passage and
adoption. After presentation and due consideration of the
ordinance, and upon a motion made by JOA,v &lK!lf and
seconded by -z:-d JO~AL the ordinance was duly passed and
adopted by the Counci 1 on second and f ina 1 reading by the
following vote:
(&, voted "For" 0 voted "Against" 0 abstained
all as shown in the official Minutes of the Council for the
meeting held on the aforesaid date.
2. That the attached ordinance 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, advance notice of the time, place and purpose of the
meeting was given to each member of the Council; and that said
meeting, including the subject of the entitled ordinance, 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 ~.&,'I.A.
day of April, 1991.
~~ lYecretary--=:::
City of Lubbock, Texas
/
(City Seal}
-2-6~630
f •'
.\
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of April 26, 1991 (this
"Agreement"), by and between the City of Lubbock, Texas (the
"Issuer"), and Texas Commerce Bank National Association,
Lubbock, 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 Waterworks System Subordinate Lien Revenue Certificates of
Obligation, Series 1991" (the "Securities") in the aggregate
principa 1 amount of $16, 120,000, 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 scheduled to be delivered to
the initial purchasers thereof on or about May 30, 1991; and
WHEREAS, the Issuer has selected the Bank to serve as
Paying Agent/Registrar in connection with the payment of the
principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer, and exchange
thereof by the registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities
for and on behalf of the Issuer and has full power and
authority to perform and serve as Paying Agent/Registrar for
the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as 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.
Section 1.02. Compensation.
As compensation for the Bank's services as Paying Agent/
Registrar, the Issuer hereby agrees to pay the Bank the fees
and amounts set forth in Annex A attached hereto for the first
year of this Agreement and thereafter the fees and amounts set
forth in the Bank • s current fee schedule then in effect for
services as Paying Agent/Registrar for municipalities, which
shall be supplied to the Issuer on or before 90 days prior to
the close of · the Fiscal Year of the Issuer, and shall be
effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon
its request for all reasonable expenses, disbursements, and
advances incurred or made by the Bank in accordance with any of
the provisions hereof (including the reasonable compensation
and the expenses and disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
64640
"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.
-2-
64[,40
"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.
"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.
-3-
"Stated Maturity" means the date specified in the
Bond Resolution the principal of a Security is scheduled
to be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," "Issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of
this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in
the performance of the duties and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of 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 for such purpose by or
on behalf of the Issuer, pay on behalf of the Issuer the
interest on each Security when due, by computing the amount of
interest to be paid each Holder and making payment thereof to
the Holders of the Securities (or their Predecessor Securities)
on the Record Date. All payments of principal and/or interest
on the Securities to the registered owners shall be
accomplished (1) by the issuance of checks, payable to the
registered owners, drawn on the fidicuary account provided in
Section 5. 05 hereof, sent by United States mai 1, 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.
-4-
64640
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register-Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of
the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording
the names and addresses of the Holders of the Securities, the
transfer, exchange, and replacement of the Securities and the
payment of the principal of and interest on the Securities to
the Holders and containing such other information as may be
reasonably required by the Issuer and subject to such
reasonable . regulations as the Issuer and 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.
The Bank may request
feels necessary to .effect
exchange of the Securities.
any supporting documentation
a re-registration, transfer,
it
or
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.
-5-64640
Section 4.03. Form of the Security Register.
The Bank, as Registrar, will maintain the Security
Register relating to the registration, payment, transfer, and
exchange of the Securities in accordance with the Bank's
general practices and procedures in effect from time to time.
The Bank shall not be obligated to maintain such Security
Register in any form other than those which the Bank has
currently available and currently utilizes at the time.
The Security Register may be maintained in written form
or in any other form capable of being converted into written
form within a reasonable time.
Section 4.04. List of Security Holders.
The Bank will provide the Issuer at any time requested by
the Issuer, upon payment of the required fee, a copy of the
information contained in the Security Register. The Issuer may
also inspect the information contained in the Security Register
at any time the Bank is customarily open for business, provided
that reasonable time is allowed the Bank to provide an
up-to-date listing or to convert the information into written
form.
The Bank will not release or disclose the contents of the
Security Register to any person other than to, or at the
written request of, an authorized officer or employee of the
Issuer, except upon receipt of a court order or as otherwise
required by law. Upon receipt of a court order and prior to
the release or disclosure of the contents of the Security
Register, the Bank wi 11 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,
Securities.
Lost, or Stolen
The Issuer hereby instructs the Bank, subject to the
provisions of Section 28 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.
-6-
6464D
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 hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with
the preparation, execution, and delivery of a replacement
Security shall be borne by the Holder of the Security
mutilated, 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 has delivered in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06 hereof.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of the Bank.
The Bank undertakes to perform the
herein and agrees to use reasonable care
thereof.
duties set forth
in the performance
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.
-7-
64640
•
(c) No provisions of this Agreement shall require the
Bank to expend or risk its own funds or otherwise incur any
financial liability for performance of any of its duties
hereunder, or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to
it against such risks or liability is not assured to it.
(d) The Bank may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate,
statement, instrument, op1n1on, report, notice, request,
direction, consent, order, bond, note, security, or other paper
or document believed by it to be genuine and to have been
signed or presented by the proper party or parties. Without
limiting the generality of the foregoing statement, the Bank
need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an
endorsement or instruction of transfer or power of transfer
which appears on its face to be signed by the Holder or an
agent of the Holder. The Bank shall not be bound to make any
investigation into the facts or matters stated in a resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note, security, or
other paper or document supplied by Issuer. ·
(e) The Bank may consult with counsel, and the written
advice of such counsel or any opinion of counsel shall be full
and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good
faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder
and perform any duties hereunder either directly or by or
through agents or attorneys of the Bank.
Section 5.03. Recitals of 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 responsiblity for their
correctness.
The Bank shall in no event be liable to the Issuer, any
Holder or Holders of any Security, or any other Person for any
amount due on any Security from its own funds.
Section 5.04. May Hold Securities.
The Bank, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise
deal with the Issuer with the same rights it would have if it
were not the Paying Agent/Registrar, or any other agent.
-8-
6 4 li 4 D
Section 5.05. Moneys Held by the Bank Separate Account/Collateraliza~t~i~o~n~.~~~=-~----~~~~~--------~~~~~
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 wi 11 be
paid by the Bank to the Issuer, and the Holder of such
Security shall thereafter look only to the Issuer for payment
thereof, and all liability of the Bank with respect to such
moneys shall thereupon cease.
Section 5.06. Indemnification.
To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss,
liability, or expense incurred without negligence or bad faith
on its part, arising out of or in connection with its
acceptance or administration of its duties hereunder, including
the cost and expense against any claim or liability in
connection with the exercise or performance of any of its
powers or duties under this Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand,-or controversy over
its person as well as funds on deposit, in either a Federal or
State District Court located in the state and county where
either 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
-9-
address referred to in Section 6. 03 of this Agreement shall
constitute adequate service. The Issuer and the Bank further
agree that the Bank has the right to file a Bill of
Interpleader in any court of competent jurisdiction to
determine the rights of any Person claiming any interest herein.
Section 5.08. DT Services.
It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for
"Depository Trust Company" services or equivalent depository
trust 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.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02. Assignment.
This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03. Notices.
Any request, demand, authorization, direction, notice,
consent, waiver, or other document provided or permitted hereby
to be given or furnished to the Issuer or the Bank shall be
mailed or delivered to the Issuer or the Bank, respectively, at
the addresses shown on page 12 of this Agreement.
Section 6.04. Effect of Headings.
The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein by tQ_e Issuer shall
bind its successors and assigns, whether so expressed or not.
-10-
64640
Section 6.06. Severability.
In case any provision herein shall be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or
impaired thereby.
Section 6.07. Benefits of Agreement.
Nothing herein, express or implied, shall give to any
Person, other than the parties hereto and their successors
hereunder, any benefit or any legal or equitable right, remedy,
or claim hereunder.
Section 6.08. Entire Agreement.
This Agreement and the Bond Resolution constitute the
entire agreement between the parties hereto relative to the
Bank acting as Paying Agent/Registrar and if any conflict
exists between this Agreement and the Bond Resolution, the Bond
Resolution shall govern. ·
Section 6.09. Counterparts.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all
of which shall constitute one and the same Agreement.
Section 6.10. Termination.
This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to
the Holders thereof or (ii) may be earlier terminated by either
party upon sixty ( 60) days written notice; provided, however,
an early termination of this Agreement by either party shall
not be effective until (a) a successor Paying Agent/Registrar
has been appointed by the Issuer and such appointment accepted
and (b) notice given to the Holders of the Securities of the
appointment of a successor Paying Agent/Registrar.
Furthermore, the Bank and 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 thereof), together with other pertinent books and
records relating to the Securities, to the successor Paying
Agent/Registrar designated and appointed by the Issuer.
-11-
64641>
l ·~ •
The provisions of Section 1.02 and of Article Five shall
survive and remain in full force and effect following the
termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
[SEAL]
(SEAL)
ATTEST:
·~ & TRUST OFFIC~R
64640
CITY OF LUBBOCK, TEXAS
Co .. BY& c;.#~~ ayor
Address:
P. 0. Box 2000
Lubbock, Texas 79457
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
Lubbock, Texas
Mailing Address:
P. 0. Box 841
Lubbock, Texas 79408
Delivery Address:
1314 Avenue K
Lubbock, Texas 79401
-12-
. . " \ I I"
"B" PAYING AGENT SERVICES PROPOSAL RESPONSE FORM
FEE SCHEDULE
BOND REGISTRAR, TRANSFER AGENT, AND
PAYING AGENT-BOOK-ENTRY-ONLY
BANK NAME: TEXAS COMMERCE BANK NA LUBBOCK
OFFICIAL SUBMITIING:
OFFICIAL SIGNATURE:
TITLE OF OFFICIAL: ASSISTANT VP & TRUST OFFICER
TELEPHONE NUMBER: (806) 742-8511
ACCOUNT MAINTENANCE Per Accunt
Annual minimum
INTEREST PAYMENTS
Payment of Interest per interest payment date
Each additional ck over 50
PRINCIPAL PAYMENTS
Payment of registered bond at maturity or by call
OTHER ITEMIZED SERVICES, AS SUGGESTED BY BIDDING BANK:
Acceptance
Issuance of 1099s on taxable issue
Annual m1n1mum for up to 100
\
, ..
-~·
$ 1.00
100.00
$ 75 .oo
1.00
$ 5.00
$500.00
$100.00
4 ., ..
• ..
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 $2,000,000 "City of Lubbock,
Texas, General Obligation Bonds, Series 1991," dated May 15,
1991; $16,120,000 "City of Lubbock, Texas, Combination Tax and
Waterwo~ks System Subordinate Lien Revenue Certificates of
Obligation, Series 1991, '' dated May 15, 1991; $1, 14 5, 000 "City
of Lubbock, Texas, Combination Tax and Solid Waste Disposal
System Revenue Certificates of Obligation, Series 1991," dated
May 15, 1991; $4,030,000 "City of Lubbock, Texas, Combination
Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue
Certificates of Obligation, Series 1991," dated May 15, 1991;
and $1,085,000 "City of Lubbock, Texas, Public Property Finance
Contractual Obligations, Taxable Series 1991," dated May 15,
1991, payable from ad valorem taxes levied and collected by the
City is as follows:
· OUTSTANDING INDEBTEDNESS -----------------------------$71,403,752
SERIES 1991 BONDS ------------------------------------$ 2,000,000
SERIES 1991 WATERWORKS CERTIFICATES ------------------$16,120,000
SERIES 1991 SOLID WASTE CERTIFICATES -----------------$ 1,145,000
SERIES 1991 EXHIBITION/BALL AUDITORIUM CERTIFICATES --$ 4,030,000
SERIES 1991 CONTRACTUAL OBLIGATIONS ------------------$ 1,085,000
TOTAL INDEBTEDNESS -------------------------------$95,783,752
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 $16,120,000 "City of Lubbock, Texas, Combination Tax
and Waterworks System Subordinate Lien Revenue Certificates of
Obligation, Series 1991," dated May 15, 1991, 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:
B.C. McMINN
RANETTE BOYD
LARRY J. CUNNINGHAM
J. ROBERT MASSENGALE
MAYOR
CITY SECRETARY
CITY MANAGER
ASSISTANT CITY MANAGER
FOR FINANCIAL SERVICES -
CITY TREASURER
4. Relative to Incorporation.
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 1990, 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-----------$4,725,708,214
6. Relative to Nonencumbrance.
Save and except for the pledge of the income and
revenues of the City's Waterworks System to the payment of (i)
principal and interest to become due with respect to the
proposed City of Lubbock, Texas, Combination Tax and Waterworks
System Subordinate Lien Revenue Certificates of Obligation,
Series 1991, dated May 15, 1991 and (ii) a contract with the
Canadian River Municipal Water Authority, 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 and contracts evidence the only liens, encumbrances
or indebtedness of said System or against the income and
revenues of such System.
-2-
64680
7. Relative to Income and Revenues.
The following is a schedule of the gross receipts,
operating expenses and net revenues of the City's Waterworks
System for the years stated:
Fiscal Year Gross Operating Net
Ending 9-30 Receipts Expenses Revenues
1986 $15,312,223 $10,548,979 $ 4,763,244
1987 14,516,185 9,863,218 4,652,967
1988 16,360,138 9,494,108 6,866,030
1989 17,286,235 8,407,336 8,878,899
1990 21,549,032 8,700,920 12,848,112
8. Relative to Utility Pro12erties.
The water utility properties owned, operated and
maintained by the City currently provides water services to
approximately 62,119 inhabitants of the City. The City secures
its water from the Canadian Municipal Water Authority pursuant
to contracts for the purchase of untreated water in addition to
City-owned wells.
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 Waterworks System are as follows:
WATER RATES
Firs~ 1,000 gallons (minimum)
Next 49,000 gallons (per thousand)
Next 200,000 gallons (per thousand)
All over 250,000 gallons (per thousand)
10. Relative to No Petition.
$ 7.31
$ 1.53
$ 1.37
$ 1.31
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 Waterworks System
Subordinate Lien Revenue Certificates of Obligation, Series
1991".
-3-
64680
11. Relative to Interest Earnings.
That interest earnings on proceeds from the sale of
$16,120,000 "City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates of
Obligation, Series 1991" 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 o
of improvements and extensions for which such obligations are
being issued.
WITNESS OUR HANDS AND THE SEAL OF THE CITY OF LUBBOCK,
TEXAS, this the t?{t;-/-1... day of ;::J/'.reu.. , 1991.
Texas
.
(City ·sea 1)
-4-64680
<(
CITY OF LUBBOCK, TEXAS t--co -:t:
FISCAL ?j
JEll lfEif ISSDES
FJIDDG OD'l'S'fAIDDG DEB1' COJIBIHED RfiJIJDEIIFJft' GWD MAL COJIBIIED IEQUWKEHTS
9-30 PiiiCIPAL mEREST MAL PIIKCIPAL Dft'Blf'm fO'l'AL PltiBCIPAL IHl'JW'.ST fO'l'AL
1991 $7,685,000 $5,519,770 $13,204,770 $7,685,000 $5,519,770 $13,204,770
1992 7,400,000 4,947,384 12,347,384 1,275,000 2,187,075 3,462,075 8,675,000 7,134,459 15,809,459
1993 6,910,000 4,402,888 11,312,888 1,275,000 1,627,766 2,902,766 8,185,000 6,030,654 14,215,654
1994 6,645,000 3,882,851 10,527,851 1,275,000 1,516,952 2,791,952 7,920,000 5,399,803 13,319,803
1995 6,180,000 3,385,478 9,565,478 1,275,000 1,407,288 2,682,288 7,455,000 4,792,766 12,247,766
1996 6,280,000 2,897,366 9,177,366 1,275,000 1,298,717 2,573,717 7,555,000 4,196,083 11,751,083
1997 6,089,434 2,567,266 8,656,700 1,275,000 1,190,230 2,465,230 7,364,434 3,757,496 11,121,930
1998 6,090,076 2,110,591 8,200,667 1,275,000 1,081,828 2,356,828 7,365,076 3,192,419 10,557,495
1999 5,976,493 1,652,184 7,628,677 1,275,000 973,281 2,248,281 7,251,493 2,625,465 9,876,958
2000 3,514,986 3,258,861 6,773,847 1,275,000 865,528 2,140,528 4,789,986 4,124,389 8,914,375
2001 3,144,442 2,593,737 5,738,178 1,270,000 771,743 2,041,743 4,414,442 3,365,480 7,779,921
2002 2,848,639 1,724,224 4,572,863 1,160,000 693,560 1,853,560 4,008,639 2,417,784 6,426,4l3
2003 2,684,682 1,083,971 3,761,653 1,160,000 617,338 1,m,338 3,844,682 1,701,309 5,545,990
2004 1,545,000 464,163 2,009,163 1,160,000 540,563 1,700,563 2,705,000 1,004,726 3,709,726
2005 1,545,000 356,700 1,901,700 1,160,000 463,788 1,W,788 2,705,000 820,488 3,525,488
2006 1,545,000 251,162 1,796,162 1,165,000 388,238 1,553,238 2,710,000 639,400 3,349,400
2007 1,545,000 145,450 1,690,450 1,165,000 313,878 1,478,878· 2,710,000 459,328 3,169,328
2008 895,000 63,225 958,225 1,170,000 241,353 1,411,353 2,065,000 304,578 2,369,578
2009 565,000 16,950 511,950 1,165,000 171,688 1,336,688 1,730,000 188,638 1,918,638
2010 1,165,000 103,012 1,268,012 1,165,000 103,012 1,268,012
2011 1,165,000 34,338 1,199,338 1,165,000 34,338 1,199,338
$79,088,752 $41,324,m $120,412,972 $24,380,000 $16,488,161 $40,868,161 $103,468,752 $57,812,382 $161,281,134
CITY OF LUBBOCK, TEXAS
DIVISION OF GENERAL OBLIGATION DEBT
LESS: LESS: LESS: LESS:
WATE.Ii«>RKS SEWER SYSTEK OOLF CXXJRSE SOLm WASTE GEHDAL
FISCAL STSTEK Sf STEll SYSTEK DISPOSAL STSTEJI PlliPOSE
YEAR GENERAL GEHERAL GEHWL CEHERAL GEIERAL
EliDIIG COMBIIED OBLIGATION OBLIGA!IOI OBLIGATIOJI OBLIGAfiOif OBLIGA!IOR
9-30 IEQOIIEIIEHTS IEQOIIEKEHTS IEQOIIEKEHTS REQOIIEKEHi'S IEQOIIEKEBiS IEQtJIREIEMTS
1991 $13,204,770 $4,309,742 2,221,415 $87,167 $6,586,446
1992 15,809,459 6,235,314 2,128,357 84,018 204,928 7,156,842
1993 14,215,654 5,471,509 2,022,397 85,642 177,075 6,459,030
1994 13,319,803 5,092,255 1,977,186 82,043 168,105 6,000,214
1995 12,247,766 4,673,211 1,837,489 83,218 160,285 5,493,563
1996 11,751,083 4,449,522 1,836,264 84,224 153,558 5,227,516
1997 11,121,930 4,199,102 1,761,828 85,302 146,715 4,928,983
1998 10,557,495 3,980,574 1,690,010 81,425 139,758 4,665,728
1999 9,876,958 3,716,002 1,600,608 82,400 132,656 4,345,292
2000 8,914,375 3,342,359 1,469,966 83,025 125,469 3,893,556
2001 7,779,921 3,037,573 1,022,392 83,300 113,438 3,523,218
2002 6,426,423 2,562,599 846,406 83,225 2,934,193
2003 5,545,991 2,224,496 722,311 82,800 2,516,384
2004 3,709,726 1,639,570 624,930 1,445,226
2005 3,525,488 1,561,747 589,248 1,374,493
2006 3,349,400 1,486,568 553,t42 1,309,390
2007 3,169,328 1,412,395 517,461 1,239,472
2008 2,369,578 1,118,638 138,156 1,112,785
2009 1,918,638 1,029,524 111,958 777,156
2010 1,268,012 879,863 388,150
2011 1,199,338 833,288 366,050
$161,281,133 $63,255,848 $23,671,824 $1,087,789 $1,521,985 $71,743,687
EXHIBrT A
--. . ~·.
REQUIREMENTS OF SERIES 1991 < NEW ISSUES
t=
QliiBJJi.flQI f.U AID co -aliiiUIWUW !.U AID lil!DIIOIU !11I8IfiQI WL/i.UDI'l'Oilllll aliiiUIWIOII f.U AID SOLID :X:
nscu. S!SfEI SDimDII1U LIEI UVIIIU£ (LIIIfD PI.J:IlGI) IMllllE II.W'I DISi'()ISif. Srsml IMIUI I'IDILIC PlllPD.ff PWIICI X LI.J rw GEIEUL CWiil!U* at1S cmmcms or CWW"IOI (DflPI<l!ES Ol 08Ll<im01 CllflPIWES or 08LIWIOI ~cwcmw
EJII)IJG ImiEST I.l!mst I.l!r.ust mmsr l'.lrEI.m aaiJII) ,..30 PWCIP.U. 1m DI!IUS! PIIICIP.U. un l'.lrEI.m PIIICIP.U. 1m Il!lm'f P111CIP.U. WE IlmES! JIWCIP.U. un IJrDES! UI.\IWII!'JI!S
1tt1
1tt2 100,(100 a.m 179,117 aos,ooo &.751 1,437,as9 :100,000 a.m 360,12S 115,000 1.~ lt,tll ss,ooo llt,t'U 3,462,075
1tt3 100,000 1.7SI D3,125 105,COO 1.7Sl 1,072,10i :100,000 a.m 261,150 115,000 7.aot 62,075 ss,ooo 90,309 2,902,766
1994 100,000 1.75l • 12f,m 105,000 I. 1St 1,002,369 :100,000 I.?St 251,350 115,(100 7.aot 53,105 55,000 15,153 2,791,952
1995 100,000 1.7SI 116,225 aos,ooo 1.m 931,931 200,000 1.m 233,150 115,000 s.aot 45,215 55,000 79,997 2,W,lll
1996 100,000 1.m 107,415 105,000 I.?St W,4H :100,000 1.151 216,350 115,(100 5.901 31,551 55,000 9.3750& 74,1oll 2,573,n7
1997 100,000 .. ,. .91,125 105,(100 a.75t 791,056 200,000 a.m 191,150 115,000 6.00l 31,715 55,000 "·"' 2,465,230
1991 100,000 a.m .,,m 105,000 1.15t 720,619 200,000 a.m 111,350 115,000 6.101 24,151 55,000 65,U6 2,356,121
1999 100,000 a.m 11,225 105,000 1.15t 650,111 200,000 a.m 16:1,&50 115,000 6.25t 17,656 55,000 "',369 2,241,211
2000 100,000 1.701 12,500 105,000 '·"'' 510,341 200,000 1.501 146,600 115,000 6.25l 10,469 55,000 55,611 2,140,521
:1001 100,(100 6.25t 65,025 105,000 6.25& 520,516 200,000 6.25t 111,150 110,000 6.251 3,431 ss,ooo 1.6500& 50,154 2,061,743
:1002 100,000 6.40l 58,100 105,000 6.401 469,660 200,000 6.40l 119,:100 ss,ooo 46,000 1,153,560
2003 100,000 6.501 5.2,250 105,COO 6.50l m,m :100,000 6.50t 106,300 55,000 41,050 1,m,na
2006 lOO,COO 6.50l 6,750 105,000 6.50t 365,411 :100,000 6.501 93,300 55,000 36,100 1,700,563
2005 100,000 6.501 39,250 105,000 6.501 311,011 :100,000 6.50l 80,300 55,000 31,150 1,62l,111
2006 100,000 6.25t 32,115 105,000 6.25& 261,769 205,000 6.25& 67,3H 55,000 9.00001 26,200 1,553,23&
2007 100,COO 6.25& 26,625 105,COO 6.2Sl 211,156 205,000 6.25t 54,581 55,000 21,216 1,411,&11
2®1 100,000 6.251 20,375 &10,000 5.75l 16:1,013 205,000 6.251 41,769 55,000 16,191 1,411,)5]
2009 100,000 5.75l 14,315 110,000 5.75l 116,&31 205,000 5.75l 29,469 50,000 11,406 1,336,611
2010 100,000 5.75t I,QS llO,COO 5.75l 69,163 205,000 5.151 17,611 50,000 '·"' 1,261,012
2011 100,000 5.151 21175 1101000 5.7Sl 2lll&l 2051000 5.75t s1aH 50,000 9.Jl50l 2,261 111991331
$2,000,000 $1,370,737 $16,120,000 $10,910,962 U,OJO,OOO $2,761,913 Sl,U5,000 $31t,tl5 $1,015,000 $990,56& $40,161,161
All rates established at sale of obligations.
April 25, 1991
Texas Commerce Bank
National Association
P. 0. Box 841
Lubbock, Texas 79408
Attention: Sherry Burger
RE: $16,120,000 "City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates
of Obligation, Series 1991", dated May 15, 1991
Dear Ms. Burger:
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 a single 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: Rauscher Pierce Refsnes, Inc. and
Associates, 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
transmit the proceeds thereof
immediately available funds
American State Bank, Lubbock,
obligations has occurred, please
by the fastest means available in
to the City's depository bank,
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.
64660-4
Page 2
April 251 1991
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 and by telegraph. You may thus
be assured that there is no such litigation at the time the
obligations are delivered to you unless you have been advised
otherwise in the manner aforementioned.
MaYOr 1 EitY6fLUbbOCk 1 Texas
64fdi0-5
April 25, 1991
Attorney General of Texas
411 West 13th Street -8th Floor
Austin, Texas 78701
Attention: Public Finance Division
RE: $16,200,000 "City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates
of Obligation, Series 1991", dated May 15, 1991
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 wi 11 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 been given in the manner
aforementioned.
Very truly yours,
;4-C. -~ MaYor, ~OfLUbbOck, Texas
64660-1
April 25, 1991
Ms. Arlene Chisholm
Economic Analysis Center
Comptroller of Public Accounts
P.O. Box 13528, Capitol Station
Austin, Texas 78711
RE: $16,120,000 "City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates
of Obligation, Series 1991", dated May 15, 1991
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.
Very truly yours,
~C~ ~ ~r I c~ d'fLUbbOck, Texas
64660-2
April 25, 1991
Messrs. Fulbright & Jaworski
2200 Ross Avenue, Suite 2800
Dallas, Texas 75201
RE: $16,120,000 "City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates
of Obligation, Series 1991", dated May 15, 1991
Gentlemen:
Enclosed you will find four 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.
• 64660-3
Very truly yours,
sistant City M naqer for
inancial Services
City of Lubbock, Texas
Texas Commerce Bank
National Association
P. o. Box 841
Lubbock, Texas 79408
Attention: Sherry Burger
April 25, 1991
RE: $16,120,000 "City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates
of Obligation, Series 1991", dated May 15, 1991
Dear Ms. Burger:
Enclosed herewith you will find four Certificates as to
Official Statement relating to the sale of the above described
certificates, executed and completed except as to date. When
payment for the certificates occurs, you are authorized to date
and release one copy of this Certificate to the purchaser{s)
thereof, and forward the remaining three copies to Messrs.
Fulbright & Jaworski, 2200 Ross Avenue, Suite 2800, Dallas,
Texas 75201.
Very truly yours,
F'IRST 8oaUuoe4f; COMPANY
JOEW.SMITH SENIOR VICE PRESIDENT
Ms. Ranette Boyd
City Secretary
City of Lubbock
P. 0. Box 2000
Lubbock, Texas 79457
Dear Ranette:
INVESTMENT BANKERS
P.O. BOX 2754-7ffl04
402 CYPRESS, SUITE 103
ABILENE, TEXAS 79601
May 1, 1991 (915} 672-8432
Enclosed are five copies of a 3-page set of schedules marked "Exhibit A" covering
the general obligation issues sold on 4-25-1991. One copy should be attached to
your copy of the General Certificate covering each issue.
If you have any questions, please let me know.
JWS:gc
Enclosures
--· ~·-
Page 11 EXHIBIT A CITY OF LUBBOCK, TEXAS
GENERAL OBLIGATION DEBT SERVICE REQUIREMENTS
COMBINED REQUIREMENTS OF TAX ISSUES SOLO 4-25-1991
CDIBIJiflOII Ill AID
GIIBW!lOII Ill AID lloU'EIII:liiG DIWIIQf BW./llli>I!OIIUI CUII.UI.UlOif W A11D SOLID
rtsQL Simi SOimDIIAR LIEI UVDIJ! (LWRD Pll.IIQ) IMIIll II&Srl DISIIQSAL Slm:l IMIIU! FUWC l'Dmf I'WIICI
lEAl QJEW, Q!LIQ!laiiDIDS canncms or CIILICilflOif CIIIUICifES or CIILICilflQf amnwr.s or OBZJWlOII CXIItUL'lU&L CI!Llc:.\!l(IIS
!liD !Jr. umr.sr llrEUS'f ur~ ImUSf lJ'fDIS'f CXlKiiil.ll
9-30 PIIJCIP.U. W'E umr.sr ft.lJCIP.U. 1m ImUSf PIIJClP.U. 1m mmsr PIIJICIP.U. 1m II'I'J'.US1' PIIJClP.U. WI ImU.S! UQOII.!IIMS
1991
1H2 100,000 I. 'lSI 179,117 105,000 1.m 1,431,1g 200,000 I. 'lSI 3MI,125 115,000 7.&01 at,tll 55,000 119,976 3,462,07S
1993 100,000 1.m· 1»,725 105,000 I.'ISI 1,072,106 200,000 I. 'lSI 261,150 115,000 7.101 62,015 55,000 90,309 2,902,766
1994 100,000 I.'ISl ll4,97S 105,000 1.m 1,002,369 200,000 1.m 251,350 115,000 7.101 53,105 55,000 15,153 2,791,9!»2
1995 100,000 1.m 116,225 105,000 1.75& 9ll,9ll 200,000 1.751 233,150 115,000 5.10& 45,2&5 55,000 79,997 2,"2,211
1996 100,000 1.75& 107,47S 105,000 1.7SI 161,494 200,000 1.751 216,350 115,000 s.~ 31,551 55,000 9.)7501• 74,&n 2,573,717
1997 100,000 1.1SI H,'nS 105,000 1.m 791,056 200,000 1.75& 191,150 115,000 6.001 l1,71S 55,000 "·"" 2,465,230
1991 100,000 1.m 19,975 105,000 1,751 720,61' 200,000 1.751 111,350 115,000 6.101 24,751 55,000 65,126 2,356,121
1999 100,000 I. 'lSI 11,225 . 105,000 1.m 6SO,lll 200,000 1.75l 163,150 115,000 6.254 17,656 55,000 60,369 2,241,211
2000 100,000 1.701 72,500 105,000 1.601 sao,:ua 200,000 1.50l 1U,600 115,000 6.254 10,"f 55,000 55,611 2,140,528
2001 100,000 6.254 6S,G25 105,000 6.254 520,576 200,000 6.251 1)1,150 110,000 6.251 3,431 55,000 U500l 50,154 2,011,70
2002 100,000 6.401 51,700 105,000 6.40& U9,660 200,000 6.60l 119,200 55,000 46,000 1,153,560
2003 100,000 6.50& 52,250 105,000 6.501 417,731 200,000 6.50& 106,300 55,000 41,050 1,777,331
20I:M 100,000 6.50& 6,750 105,000 6.501 36S,W 200,000 6.501 93,300 55,000 36,100 1,700,563
2005 100,000 6.501 39,250 105,000 6.50l 31),011 200,000 6.501 10,300 55,000 31,150 1,623,711
2006 100,000 6.251 32,175 105,000 6.251 261,7" 205,000 6.25l 67,394 55,000 t.OOOOl 26,200 1,553,238
2007 100,000 6.251 26,625 105,000 6.251 211,456 205,000 6.2Sl 54,511 55,000 21,216 1,471,171
2Im 100,000 6.2Sl 20,37S 110,000 5.75& 163,013 205,000 6.251 41,76t 55,000 16,197 1,411,353
2009 100,000 5.1SI 14,375 110,000 5.751 116,431 205,000 5.751 29,U9 50,000 11,606 1,33i,U8
2010 100,000 5.7S& 1,625 110,000 5.751 69,163 205,000 5.7S& 17,Ul 50,000 6,844 1,261,012
2011 100,000 S.75l 21175 no,ooo 5.75l 231211 205!000 S.75l 51194 501000 9.12501 2!211 1!199133.
$2,000,000 $1,370,737 $16,120,000 $1o,tao,Kl $4,030,000 $2,761,913 $1,145,000 $376,915 $1,015,000 $990,564 $40,161,161
All Issues dated 5-15-1991; principal due 2-15 of each year as shown.
Interest rates shown are those established at sale of obligations. Interest due 2-15-1992 and each 8-15 & 2-15 thereafter.
CITY OF LUSBOCK, TEXAS
FISCAL
YEll JEW ISSU!S
EIJ)IJIG OO'fSTAIDIIG DfJ1' QliiBDED~ GIAID 'IOrlL O)DlJl.D UJQD!IIEift'S
9-30 PIDICIPlL Imi!S'l 'IOrlL PIIICIPlL IJRI£ST TOJ'lL PIDICIPlL JliRif'S! 'IOrlL
1991 $7,685,000 $5,519,770 $13,2N,770 $7,685,000 $5,519,770 $13,20C,770
1992 7,400,000 4,947,314 12,347,314 1,275,000 2,117,075 3,462,075 1,675,000 7,134,459 15,&09,459
1993 6,910,000 4,402,111 ll,312,111 1,275,000 1,Q7,766 2,902,766 1,115,000 6,030,654 14,215,654
1994 6,645,000 3,112,151 10,527,151 1,275,000 1,516,952 2,791,952 7,920,000 5,399,103 13,319,103
1995 6,110,000 3,315,471 9,565,471 1,275,000 1,407,211 2,612,211 7,455,000 4,792,766 12,247,766
1996 6,2&0,000 2,197,366 9,177,366 1,275,000 1,291,717 2,573,717 7,555,000 4,196,083 ll,751,083
1997 6,089,UC 2,567,266 1,656,700 1,275,000 1,190,230 2,465,230 7,l6C,Ut 3,757,496 ll,l21,930
1991 6,090,076 2,ll0,591 8,200,667 1,275,000 1,081,121 2,356,121 7,365,076 3,192,419 10,S57,49S
1999 5,976,493 1,652,114 7,621,677 1,275,000 973,211 2,241,211 7,251,493 2,625,465 9,176,95&
2000 3,514,916 3,251,161 6,m,l47 1,275,000 165,521 2,140,521 4,719,916 4,124,389 1,914,375
2001 3,144,441 2,593,737 5,738,171 1,270,000 771,743 2,041,743 4,4U,441 3,365,410 7,779,921
200l 2,141,639 1,724,224 4,572,863 1,160,000 693,560 1,853,560 ·4,008,639 2,417,714 6,426,423
2003 2,614,682 1,083,971 3,768,653 1,160,000 617,338 1,m,338 3,144,682 1,701,309 5,545,990
2004 1,545,000 464,163 2,009,163 1,160,000 540,563 1,700,563 2,705,000 1,00C,726 3,709,726
2005 1,545,000 356,700 1,901,700 1,160,000 463,711 1,623,711 2,705,000 120,411 3,525,411
2006 1,545,000 251,162 1,796,162 1,165,000 381,231 1,553,238 2,710,000 639,400 3,349,400
2001 1,545,000 145,450 1,690,450 1,165,000 313,878 1,471,171· 2,710,000 459,321 3,169,321
2008 195,000 63,225 958,225 1,170,000 241,353 1,W,353 2,065,000 304,578 2,369,571
2009 565,000 16,950 511,950 1,165,000 171,611 1,336,611 1,730,000 111,631 1,911,631
2010 1,165,000 103,012 1,268,012 1,165,000 103,012 1,268,012
20U 1,165,000 34,331 1,199,331 1,165,000 34,331 1,199,331
$79,081,751 $41,324,221 $120,412,972 $24,310,000 $16,W,161 $40,164,161 $103,468,751 $57,112,312 $161,211,133
~
CITY OF LUBBOCK, TEXAS «'
DIVISION OF GENERAL OBLIGATION DEBT
LESS: LESS: LESS: LESS:
W!TEII«>W SEWER SYSfEK OOLF OOOi.SE SOLID WASTE GEIIWL
FISCAL SYSTEJI SYSTEJI SYSTEI DISPOSAL SJSTEI JltTR.POSE
JEll GEIWL GEJIWL GEmAL GEifWL GE!fERAL
EIDIIG (X)KBIJED OBLIGATIO! OBLIGAfiOI OBLIGAfiOI OBLIGA!IOI OBLIGATIOI
9·30 l!QOIIEII!IITS l!QOII!KEHTS l!QOIIEKEHTS IEQUimmrl'S IEQUWXEKTS UQUIIEKEIITS
1991 $13,204,770 $4,309,742 2,221,415 $87,167 $6,586,446
1992 15,109,459 6,235,314 2,12&,357 14,011 204,921 7,156,142
1993 14,215,l54 5,471,509 2,022,397 15,642 177,075 6,459,030
1994 13,319,103 5,092,255 1,977,116 &2,043 161,105 6,000,214
1995 12,247,766 4,673,211 1,837,489 13,211 160,285 5,493,563
1996 11,751,083 4,449,522 1,836,264 14,224 153,558 5,227,516
1997 11,121,930 4,199,102 1,761,828 15,302 146,715 4,921,983
1991 10,557,495 3,980,574 1,690,010 11,425 139,758 4,665,728
1999 9,876,958 3,716,002 1,600,608 82,400 132,656 4,345,292
2000 8,914,375 3,342,359 1,469,966 13,025 125,469 3,893,556
2001 7,779,921 3,037,573 1,022,392 83,300 113,438 3,523,211
2002 6,426,423 2,562,599 146,406 83,225 2,934,193
2003 5,545,991 2,224,496 722,311 &2,800 2,516,384
2004 3,709,726 1,639,570 624,930 / 1,445,226
2005 3,525,488 1,561,747 589,248 1,374,493
2006 3,349,400 1,486,568 553,442 1,309,390
2007 3,169,328 1,412,395 517,461 1,239,472
2008 2,369,578 1,111,631 131,156 1,112,785
2009 1,918,638 1,029,524 111,958 m,156
2010 1,268,012 179,863 318,150
2011 1,199,338 133,288 366,050
$161,281,133 $63,255,148 $23,671,124 $1,087,789 $1,521,985 $71,743,617
FULBRIGHT & JAWORSKI
2200 Ross AVENUE
SUITE 2800
DALLAS, TEXAS 7S201
HOUSTON
WASHINGTON, D.C.
TELEPHOI'f£:214;'8S5·8000
TELECOPIER: 214;'855•8200
AUSTIN
SAN ANTONIO
DALV.S NEW YORK
LOS ANGELES
LONDON
ZURICH
HONG KONG
April 15, 1991
Ms. Sherry Burger
Texas Commerce Bank
National Association
1314 Avenue K
Lubbock, Texas 79401
RE: $2,000,000 "City of Lubbock, Texas, General Obligation
Bonds, Series 1991"
$7,500,000 "City of Lubbock, Texas, Electric Light and
Power System Revenue Bonds, Series 1991"
$1,145,000 "City of Lubbock, Texas, Combination Tax
and Solid Waste Disposal System Revenue Certificates
of Obligation, Series 1991"
$4,030,000 "City of Lubbock, Texas, Combination Tax
and Exhibition Hall/Auditorium (Limited Pledge)
Revenue Certificates of Obligation, Series 1991"
$16, 120,000 "City of Lubbock, Texas, Combination Tax
and Waterworks System Subordinate Lien Revenue
Certificates of Obligation, Series 1991"
$1,085,000 "City of Lubbock, Texas, Public Property
Finance Contractual Obligations, Taxable Series 1991"
Dear Ms. Burger:
Enclosed herewith are four copies each of substitute
page 9 of the Paying Agent/Registrar Agreements relating to the
above described issues. In accordance with our conversation,
please substitute these pages in the documents you presently
h;ave.
Should you have any questions, please advise.
JS/ler
cc: ~s. Ranette Boyd (w/encls.)
Mr. Joe Smith (w/encls.)
00010-43
yours,
Slemmons
Legal Assistant
FULBRIGHT & JAWORSKI
2200 ROSS AVENUE
SUITE 2800
DALLAS, TEXAS 75201
HOUSTON
W.t.SHINGTON, O.C.
TELEPHONE: 214/8!5!5•8000
TELECOPIER:214/85!5•8200
AUSTIN
S.t.N ANTONIO
DALLAS
NEW YORK
LOS ANGELES
LONDON
ZURICH
HONG KONG
April 22, 1991
Ms. Ranette Boyd
City Secretary
P. o. Box 2000
Lubbock, Texas 79457
RE: $2,000,000 "City of Lubbock, Texas, General Obligation
Bonds, Series 1991"
$7,500,000 "City of Lubbock, Texas, Electric Light and
Power System Revenue Bonds, Series 1991"
$1,145,000 "City of Lubbock, Texas, Combination Tax and
Solid Waste Disposal System Revenue Certificates of
Obligation, Series 1991"
$4,030,000 "City of Lubbock, Texas, Combination Tax and
Exhibition Hall/Auditorium (Limited Pledge) Revenue
Certificates of Obligation, Series 1991"
$16,120,000 "City of Lubbock, Texas, Combination Tax and
·Waterworks System Subordinate Lien Revenue Certificates
of Obligation, Series 1991"
$1,085,000 "City of Lubbock, Texas, Public Property
Finance Contractual Obligations, Taxable Series 1991"
Dear Ranette:
Enclosed herewith are two copies each of the Waiver of
Notice and Consent to Special Meeting to be executed by absent
mernber(s) in connection with the meeting to be held on
April -26, 1991.
Please return one copy of each Waiver and retain one
copy of each for the City's records.
~
Slernmons
Legal Assistant
JS/ler
Enclosures
cc: Mr. Joe Smith (w/encls.)
0 0 0 I D -4 I
FULBRIGHT & JAWORSKI
TELEPHONE: 214/855•8000
TELECOPIER: 214/855•8200
Ms. Ranette Boyd
City Secretary
1625 13th Street
Lubbock, Texas 79457
2200 Ross AVENUE
SUITE 2SOO
DALLAS, TEXAS 75201
April 15, 1991
RE: City of Lubbock -Notice of Meeting
Dear Ranette:
HOUSTON
WASHINGTON, D. C.
AUSTIN
SAN ANTONIO
DALLAS
NEW YORK
LOS ANGELES
LONDON
ZURICH
HONG KONG
Enclosed are Notices of Meeting for posting 'in
accordance with the attached memorandum. Said Notices relate
to the meetings of the City Council on April 25th and
April 26th and are concerned with the passage of ordinances
authorizing the issuance of bonds and obligations.
If a Notice of Meeting has already been posted and said
Notice includes the subject matter regarding the bonds and
obligations, the enclosed Notices may be discarded.
Also enclosed is a copy of each ordinance for your
perusal.
Should you have any questions, please advise.
v4:Z:/J~~
Mark S. Westergard
MSW/ler
Enclosures
cc: Mr. Joe Smith
Mr. J. Robert Massengale
00010-12
\ ~.'
FULBRIGHT & JAWORSKI
2200 Ross AvENUE
SUIT£ 2SOO
DALLAS, TEXAS 75201
HOUSTOK
WASHIKGTON, D.C.
TELEPHONE: 214/855•8000
TELECOPIER: 214/855•8200
AUSTIK
SAN ANTONIO
DALLAS
NI:W YORK
LOS ANGIE.!..ES
LONOON
ZURICH
HONG KONG April 16, 1991
Ms. Sherry Burger
Texas Commerce Bank
National Association
1314 Avenue K
Lubbock, Texas 79401
RE: $2,000,000 "City of Lubbock, Texas, General Obligation
Bonds, Series 1991"
$7, 500·, 000 "City of Lubbock, Texas, Electric Light and
Power System Revenue Bonds, Series 1991"
$1,145,000 "City of Lubbock, Texas, Combination Tax
and Solid Waste Disposal System Revenue Certificates
of Obligation, Series 1991"
$4,030,000 "City of Lubbock, Texas, Combination Tax
and Exhibition Hall/Auditorium (Limited Pledge)
Revenue Certificates of Obligation, Series 1991"
$16, 120,000 "City of Lubbock, Texas, Combination Tax
and Waterworks System Subordinate Lien Revenue
Certificates of Obligation, Series 1991"
$1,085,000 "City of Lubbock, Texas, Public Property
Finance Contractual Obligations, Taxable Series 1991"
Dear Ms. Burger:
As Paying Agent/Registrar for the six captioned series
of obligations, Texas Commerce Bank, together with the City and
The Depository Trust Company (DTC) will need to execute a
Letter of Representation relating to the book-entry delivery
through DTC. In this connection, we are enclosing herewith six
sets ( 4 copies -each set) of the Letter of Representations,
being one set for each issue.
We would request that these Letters be executed on
behalf of the Bank, and forwarded to Ms. Ranette Boyd, City
Secretary, at City Hall. The City proposes to approve and
execute these Letters on April 25, 1991. We will furnish you a
fully executed copy for each issue as soon as possible after
the meeting on April 25th.
6 s 3 l 0
\ ; .
Ms. Sherry Burger
April 16, 1991
Page 2
If you
hesitate to call.
appreciated.
should have any questions, please do not
Your assistance in this matter is very much
MSW/ler
Enclosures
cc: Mr. Joe W. Smith
Ms. Ranette Boyd
Mr. J. Robert Massengale
6 5 3 2 D
Very truly yours,
Mark s. Westergard
FULBRIGHT & JAWORSKI
2200 Ross AVENUE
SUITE 2600
DALLAS, TEXAS 7S201
HOUSTON
WASHINGTON, D.C.
TELEPHONE: 214/855·8000
TELECOPIER: 214/655·8200
AUSTIN
SAN ANTONIO
CALLAS
NEW YORK
LOS ANGELES
LONOON
ZURICH
HONG KONG April 15, 1991
Ms. Sherry Burger
Texas Commerce Bank
National Association
1314 Avenue K
Lubbock, Texas 79401
RE: $2,000,000 "City of Lubbock, Texas, General Obligation
Bonds, Series 1991"
$7,500,000 "City of Lubbock, Texas, Electric Light and
Power System Revenue Bonds, Series 1991"
$1,145,000 "City of Lubbock, Texas, Combination Tax
and Solid Waste Disposal System Revenue Certificates
of Obligation, Series 1991"
$4,030,000 "City of Lubbock, Texas, Combination Tax
and Exhibition Hall/Auditorium (Limited Pledge)
Revenue Certificates of Obligation, Series 1991"
$16, 120,000 "City of Lubbock, Texas, Combination Tax
and Waterworks System Subordinate Lien Revenue
Certificates of Obligation, Series 1991"
$1,085,000 "City of Lubbock, Texas, Public Property
Finance Contractual Obligations, Taxable Series 1991"
Dear Ms. Burger:
We have been advised that Texas Commerce Bank National
Association will serve as Paying Agent/Registrar for the six
captioned series of obligations. In this connection, we are
enclosing herewith six sets (4 copies -each set) of the Paying
Agent/Registrar Agreements, being one set for each issue.
We would request that these Agreements be executed on
behalf of the Bank, have attached to each copy a fee schedule
(Annex A) and forwarded to Ms. Ranette Boyd, City Secretary, at
City Hall. The City proposes to approve and execute these
Agreements on April 25, 1991. We will furnish you a fully
executed Agreement for each issue together with a copy of the
Ordinance passed by the City as ·soon as possible after the
meeting on April 25th.
6 5 1 9 D
) r
Ms. Sherry Burger
April 15, 1991
Page 2
If you should have any questions, please do not
hesitate to call. Your assistance in this matter is very much
appreciated.
MSW/ler
Enclosures
cc: Mr. Joe w. Smith
Ms. Ranette Boyd
Mr. J. Robert Massengale
6 S 1 9 D
Very truly yours,
--YY/~4-Mar~ S. Westergard
FULBRIGHT & JAWORSKI
2200 Ross AvENUE
TELEPHONE! 214/SSIS•SOOO
TELECOPIER: 214/SSIS•S200
VIA FEDERAL EXPRESS
Ms. Ranette Boyd
City Secretary
1625 13th Street
Lubbock, Texas 79401
SUITE 2SOO
DALLAS, TEXAS 7S201
May 2, 1991
HOUSTON
WASHINGTON. D.C.
AUSTIN
SAN ANTONIO
DALLAS
NEW YORK
LOS ANGI!:L£5
LONDON
ZURICH
HONG KONG
RE: $2,000,000 "City of Lubbock, Texas, General Obligation
Bonds, Series 1991"
$7,500,000 "City of Lubbock, Texas, Electric Light and
Power System Revenue Bonds, Series 1991"
$1,145,000 "City of Lubbock, Texas, Combination Tax and
Solid Waste Disposal System Revenue Certificates of
Obligation, Series 1991"
$4,030,000 "City of Lubbock, Texas, Combination Tax and
Exhibition Hall/Auditorium (Limited Pledge) Revenue
Certificates of Obligation, Series 1991"
$16,120,000 "City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates
of Obligation, Series 1991"
$1,085,000 "City of Lubbock, Texas, Public Property
Finance Contractual Obligations, Taxable Series 1991"
Dear Ranette:
Enclosed are the minute pages for each of
captioned ordinances and the City• s copies of
documents for each issue.
the above
executed
Thanks for all
finalized. If I can
advise.
JS/ler
Enclosures
cc: Mr. Joe Smith
your help
be of any
in getting these documents
further assistance, please
truly yours,
.
f'l,t.;.a.AI..A--~
Slemmons
Legal Assistant
~. -,
FULBRIGHT & JAWORSKI
2200 Ross AvENuE
SUITE 2600
DALLAS, TEXAS 75201
HOUSTON
WASHINGTON, D.C.
TELEPHONE: 214/855·8000 ~~ TELECOPIER: 214/855·8200
AUSTIN
SAN ANTONIO
DALLAS
NEW YORK
LOS ANGELES
LONDON
ZURICH
HONG KONG
May 7, 1991
Ms. Ranette Boyd
City Secretary
City of Lubbock
P. 0. Box 2000
Lubbock, Texas 79457
RE: $2,000,000 "City of Lubbock, Texas, General Obligation
Bonds, Series 1991"
$7, 500, 000 "City of Lubbock, Texas, Electric Light and
Power System Revenue Bonds, Series 1991"
$1,145,000 "City of Lubbock, Texas, Combination Tax and
Solid Waste Disposal System Revenue Certificates of
Obligation, Series 1991"
$4,030,000 "City of Lubbock, Texas, Combination Tax and
Exhibition Hall/Auditorium (Limited Pledge) Revenue
Certificates of Obligation, Series 1991"
$16,120,000 "City of Lubbock, Texas, Combination Tax and
Waterworks System Subordinate Lien Revenue Certificates
of Obligation, Series 1991"
$1,085,000 "City of Lubbock, Texas, Public Property
Finance Contractual Obligations, Taxable Series 1991"
D~ar Ranette:
Enclosed herewith is a fully executed Letter of
Representations relating to each of the above described issues
for the records of the City.
Very truly yours,
~--
Elbert M. Morrow-
EMM/ler
Enclosures
cc: Mr. Joe Smith
0 0 0 1 0 -1 3
.. • « .
The Depository Trust Company
55 Water Street
New York, NY 10041
Attention: General Counsel's Office
Letter of Representations
TO BE COMPLETED BY ISSUER AND AGENT. IF ANY
City of Lubbock, Texas
Texas Commerce Bank National Association
Sa me uf Agent. if .tny
Re: $16,120,000 City of Lubbock, Texas, Combination Tax and
Gentlemen:
Waterworks System Subordinate Lien Revenue Certificates
of Obligation, Series 1991
(Issue DescriptiOn)
April 26, 1991
(Date)
The purpose of this tetter is to set out certain matters relating to the above-referenced Bonds (the "Bonds"), National Association
Texas Commerce Bank/ is acting as Trustee, Paying Agent, Fiscal Agent, or other Agent of the Issuer v.ith
(the ·Agent1
respect to the Bonds. The Bonds will be issued pursuant to a Trust Indenture, Bond Resolution, or other such document
authorizing the issuance of the Bonds dated as of May 15 , 19 91 (the "Document(s)").
Inc. & Associates Rauscher Pierce Ref snes, I is distributing the Bonds through The Depository Trust Company ("OTC").
(ll'le "Uncletwnter1
To induce DTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules with respect
to the Bonds, the Issuer and the Agent, if any, make the following representations to DTC:
I. Subsequent to Closing on the Bonds on May 30 , 19 91 , there shall be deposited with DTC
one Bond certificate in registered form registered in the name of DTC's nominee, Cede&. Co., for each stated maturity
of the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal
amount of such Bonds. If, however, the aggregate principal amount of any maturity exceeds $100,000,000, one
certificate will be issued with respect to each $100,000,000 of principal amount and an additional certificate will be
issued with respect to any remaining principal amount. Each $100,000,000 Bond certificate shall bear the following
legend:
'1Jnless this certificate is presented by an authorized representative of The Depository Trust Company to the
issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name
of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede&. Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede&. Co., has an interest
herein ...
' "
., (n the event of .my solicit.ltion of consents from and voting by holders of the Bonds, the Issuer or Agent, shall
~tablish a record date for such purposes and give DTC notice of such record date not less than 15 calendar days in
advance of such record date to the extent possible.
3. In the event of a redemption or any other similar transaction resulting in retirement of all BOnds outstanding or a
reduction in aggregate principal amount of Bonds outstanding ("full or partial redemption") or an advance refunding
of all or part of the Bonds outstanding, the Issuer or Agent, shall give DTC notice of such event not less than 30 days
nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are
deposited in escrow.
4. In the event of a partial redemption or an advance refunding of part of the Bonds outstanding, the Issuer or Agent
shall send DTC a notice specifying: 1) the amount of the redemption or refunding; 2) in the case of a refunding, the
maturity date(s) established under the refunding; and 3) the date such notice is to be mailed to Bondholders or
published ("the Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible facsimile
transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such
notice is in DTC's possession no later than the close of business on the business day before the Publication Date. The
Issuer or Agent will forward such notice either in a separate secure transmission for each CUSIP number or in a secure
transmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted in that
transmission. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such
means and timeliness of the notice.) The Publication Date shall be not less than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow.
5. In the event of an invitation to tender the Bonds, notice to Bondholders by the Issuer or Agent, specifying the
tenns of the tender and the date such notice is to be mailed to Bondholders or published ("the Publication Date") shall
be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express
delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of
business on the business day before the Publication Date. (The Issuer or Agent sending such notice shall have a
method to verify subsequently the use of such means and timeliness of the notice.)
6. All notices and payment ad vices sent to DTC shall contain the CUSIP number of the Bonds.
7. Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at (516) 227-4039 or
(516) 227-·1190. The Agent shall confirm DTC's receipt of such facsimile transmission by telephoning the Call
Notification Department at (516) 227-&070. Notices to DTC by mail or any other means shall be sent to:
The Depository Trust Company
Call Notification Department
Muni Reorganization Manager
711 Stewart Avenue
Garden City, NY 11530
8. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day funds
on each payment date (or the equivalent in accordance with existing arrangements between the Issuer or Agent and
DTC). Such payments shall be made payable to the order of Cede&: Co.
9. Payments of principal shall be received by Cede&: Co., as nominee of DTC, or its registered assigns in next-day
funds on each payment date. Principal payments shall be made payable to the order of Cede&: Co., and shall be
addressed as follows:
I I>
'
The Depository Trust Company
Muni Redemption Department
55 Water Street-50th Floor
New York, NY 10041
Attention: Collection Supervisor
10. DTC may direct the Issuer or Agent to use any other telephone number for facsimile transmission, address, or
department of DTC as the number, address or department to which payments of interest or principal or notices may be sent.
11. In the event of a redemption, acceleration or any other similar transaction (e.g., tenders made and accepted in
response to the Issuer's or Agent's invitation) necessitating a reduction in aggregate principal amount of Bonds
outstanding or an advance refunding of part of the Bonds outstanding, DTC, in its discretion, (a) may request the
Issuer or Agent to issue and authenticate a new Bond certificate or (b) shall make an appropriate notation on the Bond
certificate indicating the date and amounts of such reduction in principal, except in the case of final maturity, in which
case the certificate must be presented to the Issuer or Agent prior to payment.
12. In the event the Issuer determines p~rsuant to the Document(s) that beneficial owners of the Bonds shall be able
to obtain certificated Bonds, the Issuer or Agent shall notify DTC of the availability of Bond certificates and shall issue,
transfer and exchange Bond certificates in appropriate amounts as required by DTC and others.
13. DTC may determine to discontinue providing its service as securities depository with respect to the Bonds at any
time by giving reasonable notice to the Issue or Agent (at which time ore will confirm with the Issuer or Agent the
aggregate principal amount of the Bonds outstanding) and discharging its responsibilities with respect thereto under
applicable law. Under such circumstances, whenever ore requests the Issuer and the Agent to do so, the Agent and
the Issuer will cooperate with DTC in taking appropriate action to make available one or more separate certificates
evidencing the Bonds to any DTC Participant having Bonds credited to its DTC account.
14. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer.
Nole•:
a. If there is no organization acting as Agent for the Issuer, and
an obligations in this Letter of Representations are to be assumed
solely by the Issuer, references to such Agent may be inked OCJt.
b. Neither OTC nor (Cede & Co.) provides consents with respect
10 any security. Under its usual· procedures, OTC mails an
Omnibus Proxy to the Issuer as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s voting rights to
those Participants having the security credited to their accounts on
the record date (identified in a listing attached to the Omnibus
Proxy). The requirement to advise OTC of the record date for the
solicitation of consents is set forth in paragraph 2 of the letter.
c. Under Rules of the Municipal Securities Rulemaking Board
relating to ·good delivery, • a municipal securities dealer must be
able to determine the date that a notice of partial call or of an
advance refunding or part of an issue is published (the ·Publication
Oate1. The establishment of such a Publication Date is addressed
in paragraph 4 of the leiter.
Received and Acc~pted:
THEDEPO
cc: Underwriter
Underwriter's Counsel
Very truly yours,
Association
nitM
City of Lubbock, Texas
!Aulhonzfd 0tr1crr's Signature)
Mayor
nitlc:l
•
SCHEDULE A
Year of Principal Interest
Stated Maturity Amount Rate
1992 $805,000 8.75%
1993 805,000 8.75\
1994 805,000 8.75%
1995 805,000 8.75%
1996 805,000 8.75\
1997 805,000 8.75\
1998 805,000 8.75\
1999 805,000 8.75\
2000 805,000 8.60\
2001 805,000 6.25\
2002 805,000 6.40\
2003 805,000 6.50\
2004 805,000 6.50\
2005 805,000 6.50\
2006 805,000 6.25\
2007 805,000 6.25\
2008 810,000 5.75\
2009 810,000 5.75%
2010 810,000 5.75\
2011 810,000 5.75\
\ :· \
THE STATE OF TEXAS
COUNTY OF LUBBOCK
CITY OF LUBBOCK
AFFIDAVIT OF PUBLICATION
§
§
§
BEFORE ME, the undersigned authority, on this day
personally ··app•eared T.J, Aufill , who, after being
by me duly sworn, deposes and says that (s}he is the
Account Manaeer of the Lubbock Avalanche-Journal, which is a
newspaper puQlished and having general circulation in the City
of Lubbock, 'r~xas, 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 24, 1991; and
March 31, 1991
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.
at least
for the
·of the
SWORN TO ME, this the 8 day
of APri I r-. . f
TONYA H.ENRY
Notaty Public
STAT£ OF TEXAS • Mr CM!m fql Nov 19 • .
(Notary Seal)
5945£
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
~ccount Mana.!!e r 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 SALE," hereto attached, was published in said paper r ~ • '• ~ on the folld~inq dates:
MARCH 24, 1991;
MARCH 31, 1991;
APRIL 7, 1991;
APRIL 14, 1991;
APRIL 21, 1991;
the date of the first publication of said notice being at least
thirty (30) days prior to the date of the public sale for the
obligations referred to therein.
SWORN TO AND SUBSCRIBED BEFORE ME, this the _.2"""2:;,....__
of APril , 1991.
TONYA HENRY
Notaty Public
STATE OF TEXAS .•...
My l).lmr.'l f.IP lio.v 19 . ..,
(Notary Seal)
s 9' 1£
day
...
FUL.BRIGHT & JAWORSKI
2200 Ross AVENUE
SUITE 2800
DAL.L.AS, TEXAS 75201
HOUSTON
WASHINGTON, D.C.
TELEPHONE: 214/855•8000
TELECOPIEFI: 214/855•8200
AUSTIN
SAN ANTONIO
CALLAS
NEW YORK
LOS ANGELES
L.ONOON
ZURICH
HONG KONG
Ms. Ranette Boyd
City Secretary
P. 0. Box 2000
Lubbock, Texas 79457
April 16, 1991
RE: $16,120,000 '"City of Lubbock, Texas, Combination Tax
and Waterworks System Subordinate Lien Revenue
Certificates of Obligation, Series 1991"
Dear Ms. Boyd:
Enclosed herewith are the proceedings relating to the
issuance of the above described certificates. We are
forwarding these at this time so that you might have the
opportunity to get some of the documents signed ahead of time
and hold them until the date of final passage of the
ordinance. We have forwarded the Paying Agent/Registrar
Agreement and Letter of Representations directly to Texas
Commerce Bank and requested that signed copies be delivered to
you before Apri~Sth •. The enclosures are as follows:
1. Two cop1es of the Ordinance authorizing the
issuance of the certificates. When completed (Sections 2 and
30) and 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}" 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 copiesye to be returned to us.
4. Five copies of the General Certificate to be 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 verified by the City's depository bank. The
6 S 2 9 D
Ms. Ranette Boyd
April 16, 1991
Page 2
seal of the City and ~e seal of the bank are 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.
The signatures of the City officials must conform to
the signatures of those officials signing the Initial
Certificate.
6.
Statement to
signed copies
Four copies
be signed but
of .,..,eertificate as
is not to be dated.
to Official
Return all
t~.
7. Two copies each of five letters of instruction to
be signed by the appropriate City officials. Retain one copy
of each letter for you~iles and return one copy to us.
8. The Initial Certificate to be signed, sealed and
returned to us.
9. f:n definitive certificates, being one bond for
each year of maturity, to be signed and sealed. These are
prepared because of the book-entry delivery provisions. Return
all signed certificates 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.
Should you have any questions
enclosures, please advise. I will be attending
April 25th and 26th to offer any assistance
documents completed and executed.
MSW/ler
Enclosures
cc: Joe w. Smith (w/encls.)
6SZ9D
regarding the
the meetings on
in getting the
II~"'"' Mo,.. ond CHy Co~<il (/~~ty of Lubbock, Texas
Members of the City Council:
OFFICIAL BID FORM
April 2,, 1991
Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated Aprill, 1991, of
$16,120,000 CITY OF LUBBOCK, TEXAS COMBINATION TAX AND WATERWORKS SYSTEM SUBORDINATE LIEN
REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991, both of which constitute a part hereof.
For your legally issued Certificates, as described in said Notice of Sale and Bidding Instructions and Official
Statement, we will pay you par and accrued interest from date of i<ssue to date of delivery to us, plus a cash premium
of S -o -for Certificates maturing and bearing interest as follows;
Maturit:r:
2-U-1992
2-U-199)
2-U-1994
2-U-19"
2-U-1996
2-U-1997
2-U-1998
2-U-1999
2-U-2000
2-U-2001
Principal
Amount
$80,,000
80,,000
80,,000
80,,000
80,,000
80,,000
80,,000
80,,000
80,,000
80,,000
Interest
Rate
Principal
Maturit:r: Amount
2-U-2002 $80,,000
2-U-200) 80,,000
2-U-2004 80,,000
2-U-200' 80,,000
2-15-2006 80,,000
2-U-2007 80,,000
2-U-2008 810,000
2-U-2009 810,000
2-U-2010 810,000
2-U-2011 810,000
Our calculation (which is not a part of this bid) of the ihterest cost from the above is;
Total Interest Cost
Less Premium
NET INTEREST COST $\C., qso.Sb\.gtz .
EFFECTIVE INTEREST RATE b, t>3q435 96
Interest
Rate b.&k) 96
(u§Q_96
__1._96
~
b.;!S_96
~96
5...15._96
\ :
~96
We are having the Certificates of the following maturities ~c'l.lca. Insured by
at a premium of $ said premium to be paid b:r: the Purchaser. Any ~fe~e~s~to:-:-be--cp-:a""id~to'"""':th::-e~r~a':"!ti-n~g agencies as a result of said insurance will be paid by the City).
Rauscher Pierce·Refsnes Inc. The Initial Certificate shall be registered in the name of • We will advise The
Depository Tru!lt Company ("DTC") of registration instructions at least five business days prior to the date set for
Initial Delivery.
A Ca5hier's Check of the First City, Te~ Bank, Austin, Texas , in the amount of
$322,400.00, which represents our Good Faith Deposit biiiKHlm€1txiKliJil or 1has been made available to you prior to
the opening of this bid), and is submitted in accordance with the terms as set forth in the Official Statement and
Notice of Sale and Bidding Instructions.
We 'agree to accept delivery of the Certificates utili~ing the Book-Entry-Only System through DTC and make
payment for the Initial Certificate in immediately available funds in the Corporate Trust Division, Texas Commerce
Bank National Association, Lubbock, Texas, not later than 10:00 AM, COT, on May )0, 1991, or thereafter on the date
the Certificates are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding
Instructions.
The ~Mtdersigned agrees to complete, e~eecute, and deliver to the City, at least si~e business days prior to delivery of
the Certificates, a certificate relating to the •issue price• of the Certificates in the form and to the ellect
accompanying the Notice of Sale and Bidding Instructions, with such changes thereto u may be acceptable to the
City.
We agree to provide in writin& the initial reoHering prict-s and other term$, if any, to the Financial Advisor by the
close of the next business day after the award.
Respectiully submitted,
RAUSCHER PIERCE REFSNES, INC.
& ASSOCIATES
(see attached)
By ~ri~
ACCEPTANCE CLAUSE
The above and foregoing bid is hereby in all things accepted by the City of Lubbock, Texas, subject to and in
accordance with the Notice of Sale and Bidding Instructions, this t~ay ~Apr:~ t~
yor '
City of Lubbock, Texas
&..~tuu.x.~. f ... ,.,~ C.OM81JII-"'· TtON 'TAM ANO IOUO WAST& Dl$'0l.U. SYSfaM .IVENUE CE.TUlJCAf!IS Oil o•LtGA• 'FIOH. Sl!ltti:S tfft«;: t.IVYIJfG AN AO VAt.Oiti:M 'fAX llfi!ON A~L TAUI~I ••OPI!IITY IN TNI! CITY ANO I'LIDGING TNII 111n .. VI!NUIICIP Till! CI1'Y'S fOLIO WAUl! DISPOSAL IY!I-TIM •011 TMII I'AVMENT 01'
SAIO CIEIIITIPICAUit '"'II• 10111010 THE TUMUNO Oil• TAIU 01' SUCH CU1'li'ICATU ANO •IISOLVIHG OTI4U MAT· TUS IHCIOI!NT ANO ULAUII TO TMIIISSUANC11, tALl. IGCU• IIIITY. I'AYMt!NT ANO OELIV•
llltY 011 IAIO c•ttttPICATIS, JNCLVCING TMa Aflf!ROVAL AHO OlSTRIIUTION Ill' AN 01'· fJfCfAL $TATeMI!NT "lttfAIN• JNO "THEIItaTO: .HO ttttOVJO. lNG AN III'I'ICTIYII OATil.
lll.l-1
OIU)INANCE NO. o.u:r ,
"" OROIHANCII AUTNII"'IZING I THII ISSUANCE OP ... JOO,IOO .
... CITY OP LU8BOC:M:~ T.:CAI • • LECTIIIC LIGHT AHO POWER
SYSti!M RIIVt!NUI' -OS. Ill• . Rlt!S lftl"t ,.IIIIIUIIIIIG THI PORMS, 'l't!IIMS, AIIO "IIOYI• liONS 01' SAIO 1011011 "LIOO. IIIG THE NI!T RIVIINUI:S o• THI CITY'S II.ICUIC «.IG>IT
ANO -· IYSTaM TO TNII PAYMIIIT Of' TWI I'IIIIICI-AL ~~,t.;',~ ~"J!:/,~oo;,.S:~'t. · SIOIIS IIICIOEIIT AHD ULAT• !~0:~ :;MW~~~i~e Wei DUIVt!•Y 01' SAIO IONOS, IN-CLUDING TMI APPIIOVAL ANO OISTIIIIUTION 0~ AN Of'~l· ¢1AL STATIIMIINT PERT lUNING THEitiTO. ANO I'IIDVIOINO AN
tc•PICTIVIOATS.
t OROINANCS NO. t.t:U
t
AN ORDIItANCI AUTMORiliMG ~
TME IISUAMCE D~ "CITY 01'
t LUiaOCK. TeXAS.. G8NaJtAL! .oeuoATJON eo•Ot. •••••• • .,.....1 S"ICif'Tt,.O ltfa TEI!MI;
ANO PIAYUIIIIS Of' lAID eoHOt. LeYYtNG A CON'ftHU. tHO Ot.ECT ANNUAL AO VAl.,•
O•CM TA.K f'Oit THE f'AVMeNJ Of' SAID 101101: AHO IIISOI. Y·
1110 OTHEII MATTIIII INCI· OI!IIT .&NO III!LATEO TO THE ISSUANCI. IA~a. fliAVMeNT ANO OI!LIYIIItY .0 .. IAJO aGMOS. !NCLIIDINO THII AP., I'IIOVAL DP AN OF,.ICIAL ITATI!MI"T "IIIITAUrt!O~ THI!flteTO; AfrtO t'fliOVfOJHO AM EI'I'ECTIVI OAYI. 112.0Ci0.0001
OIIOINANCII ND;-
AN OIIOINANCII AUTHOIIIZING
TMI ISSUAIICII Of' ~CITY 0" LIIIIOC!C. TIXAS. COMIINA• TION TAX AND lliHIIITION NALL/AUDITOfiiU"' ILIMITEO I'LI!OOI!I IIIVINUI CEIITIPI· UTI$ O" 08LIOATION, IE• IllS 1"1"1 II'I!CII'YIN(I THI TIIIMS AND "IATUIUIS OP IAIO CIIITIPICATIS: II'ROVIO• lNG 1'011 TNI! PAYMENT OF IAIO CUTif'ICATI!S Of' 08\.0. CATION IY THE LEVY Of' AN loO YALDRIM TAX UPON ALL fAXAII..I! PROPtUnY WITHtN THI! CITY AND A \.IMITI!D P\.1!001! 01' THI NET III!Y· I!MUI!S PROM TMIOWHI!IISMIP Ofl THI! CITY•$ IXHtlrTtcttt HA&.t.IAUOtTOJttUM: AHO 'tS· SOL VftfG OTHER MATTERS tN•
CIDINT ANO R&LATIHQ. 1'0 THE ISSUAPKI!. PAYMI!HT. IE· CUIIITY. SA~E AIID Ol!!l.IVUY OP SAID C.IITII'ICA TIS. IN· CLUOING THI! APPitOVAI. ANO ; OISTAIIUTION 01' jON 01'1'1· CI.M.STATIEMENT PIRTAIN~
THeRI!TO AND TMI! IXI!CU· TION 01' A I'A1'1NO AGI!NT/IU!GISTUIIAGUI!• MENT tN CONNECTJO!Irf THERE.~ WITHr AND PrtCWtOtHO ~Oiit AN EI'I'I!CTIVI OATI. -Oill!l
OAOINANCE HO. t.QS
AN ORDINANCE AUTHOIUZING TMI! ISSUANCE 01' "CITY Of' LUISOCI( .. TEXAS. COMaJNA•
'tfON TAX: AND WATERWORKS IYSti!M SUttOROINAfl!' LIEN RI!VIINUI! CI!RT.,ICATts OP OILtGATlON. lf!JIUES ttft••t LI!VYING AN AO VALOIIEM TAX UPON ALL TAXAIL& fii'JtOPEitTY tM THI! ClT'f ANO PL800fNG Tltl! N.T ltl'V• I!NUIS Of' Tl!l! CITY'S WATER· WORKS SYSTEM P:OR TMIIJAY•
Atf£,.TO_., SAIOC&RTfltiC:ATIS.t ftRI!SCJtttttNO tHI! TI.MSANO OI!TAI~$ 01' IUCH CI!RTIPI· CATI!S; f'RESCRIBING THt! TUMS &>10 DETAIU oc 11101 C!llTU1iCATES AND •asot..V• *HG Of MER MA l'TEilS IN(:J. DI!NT "NO RILATEO TO THE ISSUANCE. SALe~ IECUIUTY,.
I' A YMI!Off AND 01!\.IVt! RY 01' SAID C&llntFlCATES. INC'-UO.
tHO 1'HII! APPitOVAL. ANO CUS· l'JtiiiUTION OF AN OP,.I(IAL
STATEMENT ,.IEttTAUit~G
THERETO: •NO PA:O\ftCING AN EFFECTIVE DATI.III .. liii.O<O>I
OlltOINANCI! WO. tal
AN OROtHAtrtCe APPJtOVlNG AND AU'fHOIItJitNG THI! •xl!; .. CUT ION -.NO CEUVE:ft'Y Ofll
,.CITY 01111: t..Utt.OCK. TEXAS. PVIUC PIII:OPIR.l'"Y fi'INANC:R CONTitACTUAL Olt.tOATIONS.. TUAil.l RltiC$ ttf1 .. tlflii'Ch (ltYING TttE TtRMS Cfl' SUCH CONTitACTSt MAKJNG 1'R0Vf• ltON$ 1101111 'fMI: fi'AYMI!NT THI.It.Oflt AJrtO ltESOt..VIffG Ontea MATTEJU tNCtOI!'NT
AND I:Et.ATI!O TO THE IXECtl* ttON, tlEafiiOIIII:MANCII ANO
JtAYME'fT Otr SUCH COM· TRACT$. tNC:t..UOtNO TMt! AP·
flllf0VAl.AN0 EX£(1.1TION 01' A \•Et.;~A\...1.!!t:"t)W 0'711, .. ,.