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HomeMy WebLinkAboutOrdinance - 9436-1991 - Combination Tax And Exhibition Hall Revenue Obligation Series 1991 - 04/25/1991' "' / .. :- ORDINANCE NO. /)pe;L 251 tqr; lipet'L :liP , 1 OJCfl AN ORDINANCE authorizing the issuance of •ciTY OF LUBBOCK, TEXAS, COMBINATION TAX AND EXHIBITION HALL/AUDITORIUM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991•; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a limited pledge of the net revenues from the ownership of the City's Exhibition Hall/Auditorium; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto and the execution of a Paying Agent/Registrar Agreement in connection therewith; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certificates of obligation in the maximum principal amount of $4,030,000 for the purpose of paying contractual obligations to be incurred for (i) the construction and equipping of an exhibition hall/auditorium, including the acquisition of a site therefor; and (ii) professional services rendered in connection therewith, , has been duly published in the Lubbock Ava lanche-Journa 1, 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 or any other official if 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 $4,030,000, to be designated and bear the title "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND EXHIBITION HALL/AUDITORIUM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991" (hereinafter referred to as the "Certificates"), for the purpose of paying contractual obligations to be incurred for {i) the construction and equipping of an exhibition hall/auditorium, including the acquisition of a site therefor; and (iii) 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.S., Local Government Code, Subchapter C of Chapter 271, as amended. 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 (within a Stated Maturity) and the Certificates shall become due and payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at per annum rates in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate 1992 $ 200,000 8.75% 1993 200,000 8.75% 1994 200,000 8.75% 1995 200,000 8.75% 1996 200,000 8.75% 1997 200,000 8.75% 1998 200,000 8.75% 1999 200,000 8.75% 2000 200,000 8.50% 2001 200,000 6.25% 2002 200,000 6.40% 2003 200,000 6.50% 2004 200,000 6.50% 2005 200,000 6.50% 2006 205,000 6.25% 2007 205,000 6.25% 2008 205,000 6.25% 2009 205,000 5.75% 2010 205,000 5.75% 2011 205,000 5.75% -2-64020 No Text .. The Certificates shall bear interest on the unpaid principal amounts from the Certificate Date at the rates per annum shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Certificates shall be payable on February 15 and August 15 of each year, commencing February 15, 1992. SECTION 3: Terms of Payment-Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Certificates, due and payable by reason of maturity, redemption, or otherwise, shall be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders") appearing on the registration and transfer books (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. The City agrees and covenants -to cause to be kept and maintained at the principal office of the Paying Agent/Registrar books and records (the "Security Register") for the registration, payment and transfer of the Certificates, 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 to the -3-64020 No Text 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 shall be paid by the Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the principal office of the Paying Agent/Registrar is located are authorized by law or executive ·order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a •special Record Date") will be established by the Paying Agent/ Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business next preceding the date of mailing of such notice. SECTION 4: Redemption. (a) Optional Redemption. The Certificates having Stated Maturities on and after February 15, 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 dec is ion of the City to exercise the right to redeem Certificates shall be entered in the minutes of the governing body of the City. -4-64020 No Text (c) Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/ Registrar shall treat such Certificates as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificates by $5,000 and shall select the Certificates 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 of the Certificates. If a Certificate is subject by its terms to prior redemption and has been called for redemption and notice of redemption 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 ma~ntained by the City at the principal office of the Paying -5- 64020 No Text .... Agent/Registrar, as provided herein and in accordance with the provisions of an agreement with the Paying Agent/Registrar and such rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Certificate for transfer at the principal office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange, upon surrender of the Certificates to be exchanged at the principal office of the Paying Agent/ Registrar. Whenever any Certificates are surrendered for 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 1 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 1 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. -6- 140:ZD No Text Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates,• evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates• shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 21 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. Notwithst~nding 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 -7-64020 No Text transactions in general or the City determines that DTC is incapable of properly discharging its duties as securities depository for the Certificates, the City covenants and agrees with the Holders of the Certificates to cause Certificates to be printed in definitive form and provide for the 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 $4,030,000 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 -8- 6402D (. •Initial Certificate(s)•) and, in either case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the designee thereof·-The Initial Certificate(s) shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificate(s) delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. A. Forms Generally. The Certificates, the Registration Certificate of the · Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends in the event the Certificates, or any maturities thereof, are purchased with insurance and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be established by 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. -9-'40ZD No Text 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 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. REGISTERED NO. B. Form of Certificates. UNITED .STATES OF AMERICA STATE OF TEXAS CITY OF LUBBOCK, TEXAS, REGISTERED $ ___ _ COMBINATION TAX AND EXHIBITION HALL/AUDITORIUM (LIMITED PLEDGE) REVENUE CERTIFICATE OF OBLIGATION, SERIES 1991 Certificate 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 political subdivision 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 -10- &<COZD No Text thereof, on the Stated Maturity date specified above the Principal Amount hereinabove stated (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the Certificate Date at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, corrunencing February 15, 1992. Principal of this Certificate is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the principal office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register 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 principal office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. 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 $4,030,000 (herein referred to as the "Certificates") for the purpose of paying contractual obligations to be incurred for (i) the construction of public works, , to wit: the construction and equipping of an exhibition hall/auditorium including the acquisition of a site therefor; and (ii) professional services rendered in connection therewith, under and in strict conformity with the Constitution of the State of Texas, -11-'40ZD No Text particularly V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended, and pursuant to an Ordinance adopted by the City Council 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 par plus 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 at the principal office of the Paying Agent/Registrar, and there shall be issued to the registered owner hereof, without charge, 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 from a limited pledge of the Net Revenues of the City's Exhibition Hall/Auditorium (the •Facilities•), such pledge being limited to an amount not -12-64020 No Text in excess of $2,500 and being junior and subordinate to the lien on and pledge of such Net Revenues securing the payment of "Prior Lien Obligations• (as defined in the Ordinance) hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations without limitation as to principal amount but subject to any applicable terms, conditions or restrictions under law or otherwise. 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 owner or holder of this Certificate 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 Facilities; 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 or exchange of this Certificate; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the 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 new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered owner 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, -13-640ZD No Text in whole or in part, and (iii) on any other date as the owner for all other purposes 1 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 1 a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and declared 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 dohe precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not exceed any Constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Certificates as aforestated. In case any provision in this Certificate 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. 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 1 the City Counci 1 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- 640ZD ------------------------------------------------------··- '"i .. C. *Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Certificate only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS REGISTER NO. THE STATE OF TEXAS ( ( ( ( I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my this signature and seal of office Comptroller of Public Accounts of the State of Texas (SEAL) *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 Initial 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: 6 4 o 2 D TEXAS COMMERCE ASSOCIATION Lubbock, Texas BANK as Paying Agent/Registrar By Authorized Signature -15- NATIONAL No Text 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: -16-640ZD No Text PRINCIPAL INSTALLMENTS (Information to be inserted from schedule in Section 2 hereof). INTEREST RATE (or so much thereof as shall not have been prepaid prior to maturity) and to pay interest on the unpaid principal amounts hereof from the Certificate Date at the per annum rate(s) 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 at its Stated 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 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 principal office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: Definitions. That for purposes of this Ordinance and for clarity with respect to the issuance of the Certificates herein authorized, and the levy of taxes and appropriation of Net Revenues therefor, the following words or terms, whenever the same appears herein without qualifying language, are defined to mean as follows: -17- 640ZD I' 6-4020 (a) The term ·certificates• shall mean the $4,030,000 •ci ty of Lubbock, Texas,-Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991• authorized by this Ordinance. (b) The term •certificate Fund• shall mean the special Fund created and established under the provisions of Section 11 of this Ordinance. (c) The term •Facilities• shall mean the public building of the City owned and operated pursuant to Tex. Rev. Civ. Stat. Ann. art. 1269j-4.1, the construction and improvement of which is financed by the Certificates, located on the site acquired by the City with proceeds of the Certificates, such site, and leased equipment used in such building. (d) The term •Fiscal Year• shall mean the twelve month operating period for the Facilities ending September 30 of each year. (e) The term •Government Obligations• shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United · States of America, and United States Treasury obligations such as its State and Local Government Series in book-entry form. (f) The term •Gross Revenues• shall mean all receipts, revenues, and moneys of every kind paid or payable to the City as a result or consequence of owning the Facilities (other than restricted grants or gifts and proceeds of borrowings by the City). (g) The term •Maintenance and Operating Expenses• shall mean the expenses of operation and maintenance of the Facilities, including, without limitation, all salaries, management fees, labor, materials, interest, repairs and additions necessary to render efficient service, and payments required to be made for leased equipment. (h) The term Net Revenues• shall mean Gross Revenues less Maintenance and Operating Expenses. ( i) The term •outstanding• when Ordinance with respect to Certificates the date of determination, all theretofore issued and delivered Ordinance, except: -18- used in this means, as of Certificates under this ------------------------------- No Text (1) those Certificates cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 22 hereof by the irrevocable deposit with the Paying Agent/Registrar, or an authorized escrow agent, of money or Government Obligations, or both, in the amount necessary to fully pay the principal of, premium, if any, and interest thereon to maturity or redemption, as the case may be, provided that, if such Certificates are to be redeemed, notice of redemption thereof shall have been duly given pursuant to this Ordinance or irrevocably provided to be given to the satisfaction of the Paying Agent/ Registrar, or waived; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 21 hereof. (j) The term "Prior Lien Obligations" shall mean all revenue bonds or other obligations, hereafter issued, payable in whole or in part from and secured by a lien on and pledge of the Net Revenues of the Facilities 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. SECTION 11: Certificate Fund. That, for the purpose of paying ·the interest on and to provide a sinking fund for the payment, redemption and retirement of the Certificates, there shall be and is hereby created a special account or fund on the books and records of the City known as the "SPECIAL SERIES 1991 TAX AND EXHIBITION HALLiAUDITORIUM REVENUE CERTIFICATE OF OBLIGATION FUND", and all moneys deposited to the credit of such Fund shall be shall be kept and maintained in a special banking account at the City's depository bank. Authorized officials of the City are hereby authorized and directed to make withdrawals from said Fund sufficient to pay the principal of and interest on the Certificates as the same become due and payable, and, shall cause to be transferred to the Paying Agent/Registrar from moneys·on deposit in the Certificate Fund -19-'40ZD No Text an amount sufficient to pay the amount of principal and/or interest falling due on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the last business day next preceding each interest and principal payment date for the Certificates. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the "Public Funds Investment Act of 1987" relating to the investment of "bond proceeds"; provided that all such investments shall be made in such a manner that the money required to be expended from said Fund will be available at the proper time or times. All interest and income derived from deposits and investments in said Certificate Fund shall be credited to, and any losses debited to, the said Certificate Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 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 paid into the Certificate Fund. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. Accrued interest and premium, if any, received from the purchasers of the Certificates shall be deposited to the Certificate Fund. In addition, any surplus proceeds from the sale of the Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise required · to be deposited in said Fund from ad valorem taxes. -20- No Text SECTION 13: Limited Pledge of Net Revenues. The City hereby covenants and agrees that, subject to the prior lien on and pledge of the Net Revenues of the Facilities to the payment and security of Prior Lien Obligations, the Net Revenues of the Facilities in an aggregate amount not to exceed $2,500 are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates, and the limited pledge of $2,500 of the Net Revenues of the Facilities herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the Facilities in accordance with the terms and provisions hereof and be valid and binding without any physical delivery thereof or further act by the City. SECTION 14: Exhibition Hall/Auditorium Fund. The City c·ovenants and agrees that Gross Revenues shall be accounted for separate and apart from all other funds, accounts and moneys of the City, and all such Gross Revenues shall be deposited as collected into a fund maintained at an official depository of the City and known on the books of the City as the "City of Lubbock, Texas Exhibition Hall/Auditorium Fund" (the "Facilities Fund"). All moneys deposited to the credit of the Facilities Fund shall be allocated, appropriated and budgeted 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 maintenance and operating expenses of the Facilities as described in Section lO(g) of this Ordinance or required by statute to be a first charge on and claim against the Gross Revenues, Second: To the payment of all 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. Third: To the payment of the limited amount required to be deposited in the Certificate Fund for the payment of the Certificates. Any Net Revenues remaining in the Facilities 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. -21- ,4020 No Text Pending the transfer of funds from the Facilities Fund, money in the Facilities 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 Facilities Fund shall be credited to, and any losses debited to, the said Facilities Fund. All such investments shall be sold promptly when necessary. SECTION 15: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 16: Maintenance and Operation -Insurance. The City shall maintain the Facilities in good condition and operate the same in an efficient manner and at reasonable cost. In regard to t~e operations and properties of the Facilities, the City also agrees to carry and maintain liability and property damage insurance of the kind and in the amounts carried by municipal corporations in Texas owning and operating similar facilities and providing like services; provided, however, the City in lieu of and/or in combination with carrying such insurance may self-insure against such perils and risks by establishing self-insurance reserves. Annually each year not later than the end of each Fiscal Year, the City shall prepare or cause to be prepared by a person competent and knowledgable in such matters a written evaluation of the adequacy of such self-insurance and/or insurance coverage and of any recommended changes in regard to the City's insurance/self-insurance policies, practices and procedures. SECTION 17: 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. -22- i40ZD No Text 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 18: Special Covenants. The City hereby further covenants as follows: (a) That it has the lawful power to pledge the Net Revenues of the Facilities to the payment of the Certificates in the manner herein contemplated and has lawfully exercised such power under the Constitution and laws of the State of Texas, including said power existing under Tex. Rev. Ci v. Stat. Ann. art. 1269j-4.1 and V.T.C.A., Local Government Code, Sections 271.041, et seq. (b) That other than for the payment of the Certificates, the Net Revenues of the Facilities have not in any manner been pledged to the payment of any debt or obligation of the City or of the Facilities. SECTION 19: Issuance of Prior Lien Obligations. The City hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without limitation as to principal amount but subject to any terms, conditions or restrictions applicable thereto under law or otherwise, such Prior Lien Obligations hereafter issued may be payable, in whole or in part, from the Net Revenues (without impairment of the obligation of contract with the Holders of the Certificates) upon such terms and conditions as the City Council may determine. Additionally, the City reserves the right to issue obligations payable, in whole or in part, from the Net Revenues of the Facilities and, to the extent provided, secured by a lien on and pledge of the Net Revenues of equal rank and dignity with the lien and pledge securing the payment of the Certificates. SECTION 20: Application of 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 Facilities, 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 -23-64020 No Text contained in the ordinances authorizing the issuance of the Prior Lien Obligations, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of the 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 of the Prior Lien Obligations. SECTION 21: Mutilated -Destroyed -Lost and Stolen Certificates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after ( i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and ( ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Certificates. · SECTION 22: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and the Net Revenues of the Facilities (to the extent such limited pledge of Net Revenues shall not have been discharged or terminated by prior payment of principal of -24-64020 No Text or interest on the Certificates) and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates or any principal amount(s) thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when ( i) money sufficient to pay in full such 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 Obligations shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Obligations have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such 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, or an authorized escrow agent, and all income from Government Obligations held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the 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 Stated 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. P~ying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. -25- 6.C02D No Text SECTION 23: 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, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders 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 24: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section 24, the following terms have the following meanings: 6 4 0 2 D •code• means the Internal Revenue Code of 1986, as amended by all legislation, if any, enacted on or before the date of issuance of the Certificates. •computation Date• has the meaning stated in Treas. Reg. § 1.148-BT(b)(l). •Exempt Person• means any organization described in section SOl(c) (3) of the Code and exempt from tax under section SOl(c) of the Code, the District of Columbia, any state of the United States, any possess-ion of the United States, and any political subdivision of such state or possession if such political subdivision has more than an insubstantial amount of the power to tax, the power of eminent domain, or the police power. •Gross Proceeds• has the meaning stated in Treas. Reg. § 1.148-8T(d). •Investment• has the meaning stated in Treas. Reg. § 1.148-ST(e). -26- ,· "Nonpurpose Investment" means any Investment in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purpose of the Certificates. "Rebatable Arbitrage" has the meaning stated in Treas. Reg. § 1.148-2T. "Yield of" (1) any Investment shall be computed in accordance with Treas. Reg. §1.148-2T, and (2) the Certificates has the meaning stated in Treas. Reg. § 1.148-3T. (b) General. The City shall not take any action or omit to take any action which, if taken or omitted, respectively, would adversely affect the exclusion of interest on any Certificate from the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. The City shall execute such amendments hereof and supplements hereto (and shall comply with the provisions thereof) as may, in the opinion of counsel nationally recognized in the field· of municipal bond law, be necessary to preserve or perfect such exclusion. The City shall comply with each specific covenant in this Section at all times prior to the last stated maturity of the Certificates, unless and until there shall have been delivered to the City an opinion of counsel nationally recognized in the field of municipal bond law stating that failure to comply with such covenant either generally or to the extent stated therein shall not adversely affect any exclusion of interest on any Certificate from the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes, and thereafter such covenant shall no longer be binding upon the City. (c) Warranty of Representations. All representations, warranties, and certifications made by the City in connection with the delivery of the Certificates on the issue date are and shall be true, correct, and complete in all material respects. (d) Limited Non-Exempt Use of Proceeds. The City shall not use or permit the use of property financed or refinanced with any proceeds of the Certificates in any trade or business carried on by any Person which is not an Exempt Person or in any unrelated trade or business, as defined in section 513 (a) of the Code, of any Exempt Person, if the aggregate cost of all such property financed or refinanced with proceeds of the Certificates and so used exceed 5\ of all costs of property financed or refinanced with proceeds of the Certificates. -27- 6<4020 No Text For purposes of this Subsection, property is considered to be "used" by a Person if ( 1) it is sold or otherwise disposed of, or leased, to such Person; (2) it is operated, managed, or otherwise physically employed, utilized, or consumed by such Person, excluding operation or management pursuant to an agreement which meets the guidelines set forth in Revenue Procedures 82-14, 1982-1 C. 8. 459 or 82-15, 1982-1 c. 8. 460, as amended by the Tax Reform Act of 1986 and including any amendments or revisions thereto; (3) capacity in or output property is reserved or committed take-or-pay, output, incentive contract or arrangement; or or service from such to such Person under a payment, or similar (4) substantial benefits and burdens of ownership of such property are otherwise effectively transferred to such Person. (e) Limited Non-Exempt Loan of Proceeds. The City shall not use (or permit the use of) any proceeds of the Certificates (or property financed or refinanced therewith) in any unrelated trade or business, as defined in section 513(a) of the Code, of an Exempt Person or permit the direct or indirect loan of any proceeds of the Certificates, excluding loans consisting of temporary investments of such proceeds pending application for their intended purposes, to any person other than an Exempt Person or to any person which is an Exempt Person for use in an unrelated trade or business, as defined in section 513(a) of the Code, if the amount of such proceeds of the Certificates so used or sCI loaned and costs of property so used in the aggregate exceeds 5\ of the proceeds of the Certificates. For purposes of this Subsection, proceeds of the Certificates are considered to be "loaned" to a Person if: 64020 (1) property financed or refinanced with proceeds of the Certificates is sold or leased to such Person 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 under a take-or-pay, output, or similar contract or arrangement; or (3) indirect benefits, or ownership, of such property are such Person in a transaction equivalent of a loan, -28- burdens and benefits of otherwise transferred to which is the economic ------------------------------------------------------------------------------- No Text and the amount of any such "loan" is the cost of such property financed or refinanced with proceeds of the Certificates (plus an allocable amount of the proceeds of the Certificates deposited to any debt service reserve or applied to pay costs of issuance of the Certificates). (f) Ownership by Exempt Person. The City shall (or shall cause one or more Exempt Persons to) own all portions of the property financed with the Certificates at all times prior to the final maturity of Certificates. (g) Bonds Not to Exceed $150,000,000. The City shall not take, omit to take, or suffer to occur any action which, if taken, omitted, or suffered, respectively, would cause the aggregate authorized face amount of all previously issued and outstanding obligations (a) the interest on which is excludable from the gross income, as defined in section 61 of the Code, of the owners thereof for federal income tax purposes pursuant to section 103 of the Code or any predecessor provisions and (b) which is or shall become allocated, pursuant to section 145(b)(2) of the Code, to (i) any person who is or shall become an owner or a principal user of the property financed with the Certificates, within the meaning of section 144(a) of the Code, or (ii) any Pprson which is under common management or control with or is a "related person", within the meaning of section 144(a) (3) of the Code, to any Person described in this Clause (b), during the three-year period beginning on the later of the date of delivery of the Certificates to the initial purchasers thereof or the date such property is first placed in service, when added to the initial principal amount of the Certificates, to exceed $150,000,000. (h) Representation Regarding Maturity of Certificates. The weighted average maturity of the Certificates does not exceed 120 percent of the average reasonably expected economic life of the property being financed with the Certificates, both as calculated in accordance with section 147(b) of the Code. (i) Prohibition on Certain Uses. The City shall not use or permit the use of any proceeds of the Certificates (or any proceeds of any other indebtedness of the City directly or indirectly refunded, through a series of refundings or otherwise, with proceeds of the Certificates) or any income from the investment thereof: 64020 (1) Prohibited Facilities: to provide skybox, or other pri.vate luxury box, primarily used for gambling, or any store business of which is .the sale of alcoholic consumption off premises, or -29- any airplane, any facility the principal beverages for No Text (2) Costs of Issuance: to pay or otherwise finance costs of issuance of the Certificates (e.g., underwriting compensation, trustee and rating agency fees, printing costs, and fees and expenses of counsel) with proceeds of the Certificates or of any obligations of the City directly or indirectly refunded thereby, or with proceeds from the investment thereof, in an amount which exceeds 2\ of the proceeds (exclusive of costs of issuance) of the Certificates. (j) Not to Cause Classification as Arbitrage Bonds. The City shall not take any action or omit to take any action with respect to the Gross Proceeds of the Certificates or of any amounts expected to be used to pay the principal thereof or the interest thereon which, if taken or omitted, respectively, would cause any Certificate to be classified as an "arbitrage bond" within the meaning of section 148 of the Code. (k) 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. (1) 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. (m) 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. (n) Payment of Rebatable Arbitrage. Except to the extent otherwise provided in section 148(f) of the Code and the regulations and rulings thereunder, 6 4 0 Z D (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 -30- ---------------------------------------------------------- No Text 6<4020 all records of such accounting with the official transcript of the proceedings relating to the issuance of the Certificates until six years after the final Computation Date. The City may, however, to the extent permitted by law, commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall either (i) cause to be calculated by a nationally recognized accounting or financial advisory firm or (ii) calculate and cause its calculations to be verified by a nationally recognized accounting or financial advisory firm, in ~ither 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). -31- ·-----------------------------------· No Text SECTION 25: Sale of the Ce.rti.£i.cates. 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 26: Official Statement Approval. The City Council hereby approves in all respects the Official Statement prepared and distributed on behalf of the City in connection with such initial offering and sale. The City Council further 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 27: Proceeds of Sale. The proceeds of sale of the Certificates, excluding the accrued interest and premium, if any, received from the Purchasers (which will be deposited to the Certificate Fund), will be deposited in a separate and segregated account in the construction fund for the Facilities which is hereby created and is to be 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 Fund Investment Act of 1987 and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Certificate Fund as shall be determined by the City Council. 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 28: Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas, including the printing and supply of definitive Certificates, and shall take and have charge and control of the Initial Certificate(s) pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and delivery to the Purchasers. -32- 6 " 0 2 0 -------------- '' ·, 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(s) to the purchasers. SECTION 29: Notices to Holders-Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 30: Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement, 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. -33-64020 No Text SECTION 31: Printed Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski, Attorneys, approving the Certificates as to their validity, said opinion 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 32: CUSIP Numbers. 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 the Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 33: 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 34: 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 35: 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 36: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 37: Construction of Terms. If appropriate in the context of this Ordinance, words of th~ 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. -34-64020 No Text SECTION 38: Severability. If any provlSlon of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 39: 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 40: 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 ~ayor • _ .. ______ (City Seal) -35-6'1020 --- -~ ' 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 Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" (the "Securities") in the aggregate principal amount of $4,030,000, 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: 64950 "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- -------------------------------------··· - i '· . . 64950 "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 company, trust, government, or any government. venture, association, joint stock unincorporated organization, or agency or political subdivision of a "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. OS 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- li 4 CJ S D ·. 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 9 5 D No Text 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 21 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- 6 4 9 S D No Text '. 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 reasonable care 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- 6 4 9 S D No Text (c) No prov1s1ons 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 and perform any duties hereunder either directly through agents or attorneys of the Bank. Section 5.03. Recitals of the Issuer. hereunder or by or 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- 64950 ------------------------------------------··- No Text 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~ra~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 a 11 1 i ability 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- 64950 -------------------------------------- No Text , . • 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 Issue.r shall bind its successors and assigns, whether so expressed or not. -10- 6 4 9 S D No Text . . ' . 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 wi 11 terminate ( i) on the date of fin a 1 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- 64950 .:.i .. • 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. ~JSEAL] (SEAL). ATTEST: - ~,,.~ ;' ·C-. TRUS;o:Fiii l.-.• 6 4 9 5 D CITY OF LUBBOCK, TEXAS Address: P. 0. Box 2000 Lubbock, Texas 79457 TEXAS COMMERCE BANK NATIONAL ASSOCIATION Lubbock, Texas BY~~ :V~ NT & rRUSTOFFtCER Mailing Address: P. 0. Box 841 Lubbock, Texas 79408 Delivery Address: 1314 Avenue K Lubbock, Texas 79401 -12- -------------------------------····---- ' . _j ~. .. RB" 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 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 $ 75.00 1.00 $ 5.00 $500.00 $100.00 ' . 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 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 all of said persons jere present at following: AOA//E business considered at said meeting, entitled: MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER said meeting, except the Among other the attached ordinance ORDINANCE NO. q¢3~ AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND EXHIBITION HALL/AUDITORIUM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991"; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a limited pledge of the net revenues from the ownership of the City's Exhibition Hall/Auditorium; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto and the execution of a Paying Agent/Registrar Agreement in connection therewith; and providing an effective date. No Text .\ was introduced and submitted to the Counci 1 for passage and adoption. After presentation ·and due consideration of the ordinance, and UROn a motion made by ln.J.ePe~N and seconded by ~J.;arn[~~N the ordinance was duly passed and adopted by the Council on first reading by the following vote: '7 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 0<~ day of April, 1991. c~~ citecret~ City of Lubbock, Texas --(City ;seal) ~ . ... . .. --... -2- 64960 ... .; 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 Apri 1, 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 Council being as follows: B. C. MCMINN MAYOR T. J. PATTERSON BILL MALOY GARY D. PHILLIPS JOAN BAKER MAGGIE TREJO M.J. ADERTON all of said persons following: A2 .d. business considered entitled: were present at A:Pe-t?rotJ at said meeting, MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER said meeting, except the Among other the attached ordinance ORO I NANCE NO. 9cf 3t. AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND EXHIBITION HALL/AUDITORIUM (LIMITED . PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991"; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a limited pledge of the net revenues from the ownership of the City's Exhibition Hall/Auditorium; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto and the execution of a Paying Agent/Registrar Agreement in connection therewith; and providing an effective date. No Text was introduced and submitted to the Co unci 1 for passage and adoption. After presentation and due consideration of the ordinance, and upon a motion made by ~tlL /lVJt-pY and seconded by ~~V ~tUtfS the ordinance was duly passed and adopted by the Council on second and final reading to be effective immediately by the following vote: (p voted "For" _·_.o...___voted "Against" 0 abstained all as shown in the official Minutes of the Counci 1 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 Counci 1 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 OJ.t,Y-t.., day of April, 1991 . •• ~ •• ... _, v - (City Sea~) -2- .. ., ' 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 ijonds, 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 $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, is attached hereto as Exhibit A and made a part of this certificate for all purposes. No Text 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 i.s 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 derived from the ownership and operation of the City's Exhibition Hall/Auditorium (the "Facilities") to the payment of the principal and interest to become due with respect to the proposed "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" dated May 15, 1991, said income and revenues of the Facilities have not been pledged or hypothecated in any other manner or for any other purpose; and · the above obligations evidence the only lien, encumbrances or indebtedness of said Facilities or against the income and revenues of said Facilities. -2- 64990 No Text 7. Relative to Management Agreement. The Land Acquisition and Management Agreement dated as of February 28, 1991, by and between the City of Lubbock and Science Spectrum, Inc. relating to the operation of the Exhibition Hall/Auditorium is attached hereto as Exhibit B and incorporated herein for all purposes. 8. Relative to No-Petition. 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 Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991". 9. Relative to Interest Earnings. That interest earnings on proceeds from the sale of $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) 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 the construction of improvements and extensions being financed by such obligations, such interest earnings, upon approval of the governing body of the City, will be used for the construction of improvements and extensions for which such obligations are being issued. WITNESS OUR HANDS AND THE SEAL OF THE CITY OF LUBBOCK, TEXAS, this the #.(, '1-t day of )ll";etr_ , 19 91. Gt&2cwk Lubbock, Texas - .. (City Seal) -3- 64990 No Text ct: C I TY OF LUBBOCK, TEXAS 1--co -:r: >< FISCAL LLJ YEAR HEWISSOES EHDIKC 001'STAKDIXG DEB1' Q)JBI.HED REQUiiEIIEN'1'S ClWID roTAL Q)JBIJiED iEQOIUJIEift'S 9-30 PiDICIPAL mms.r roTAL P.RIXCIPAL IJTEUST roTAL PRIHCIPAL IHTERESf MAL 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 6,426,423 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 3,525,488 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 16,950 581,950 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 1,19!t338 $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 No Text CITY OF LUBBOCK, TEXAS DIVISION Of GENERAL OBLIGATION DEBT LESS: LESS: LESS: LESS: WAfERI«>RKS SEWER SYSTEK GOLF rooRSE SOLID WASTE GENERAL FISCAL SYSTEK SYSTEK SYSTEII DISPOSAL SYSTEK PURPOSE YEA! GENERAL GENERAL GENERAL GEHEiAL GENERAL EHDIIG COtiBIIED OBLIGATIOH OBLIGAfiOlf OBLIGATIO! OBLIGATION OBLIGAfiOB 9-30 REQOIREIIEli'l'S REQOIREKEHTS REQOIREHEHTS REQOIREKEKTS IEQOiiEHEHTS REQOIREHEHTS 1991 $13,204,-nO $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 15,302 146,715 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 1,914,375 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 2,369,571 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 EXHIBIT A No Text REQUIREMENTS OF SERIES 1991 Cf NEW ISSUCS t:: <Xlii8IIATIQII Ul Alii) c:o -<XIBW!lQII Ul .1.111 IIA!ERimKS UIW!IQII w.L/AUD11WUI OliiBlllltlOII !U .liiD SlLlD ::z: riSQL SlST!I SUOOIDW!E IJEII lM1111E (Lllll!ED PLlllCl) IMIIUE liAS!! DISIIWL Sfml UVDOI FIIIILIC IU'mf PIIUCI >< UJ lW G!IEW. QlLIQ!Ial .. c::mmcms or w.ICAriOI ClltUlCUES OF WJ:Clt'IQII cmmar£S or QlLICAriOI ~ WJ:GmOIS Elii)IJC ImlEST Iltmst IJ!WST Ill'llEST ImUST <XliiWED 9-30 PliliCIP.lL WE lJ!'WST PIDICIP.lL 1m ImlEST PliliCIP.lL WE mmsr PWCIP.lL IAfE IJrWST PIIJCIP.lL 1m IJ'l!lm lltCWK!IITS 1991 1992 100,000 a.-m 179,1&7 &05,000 a.-m 1,437,159 200,000 1.75t 360,125 115,000 7.&0t 19,92& 55,000 119,976 3,"2,075 1M3 100,000 1.75& 133,72S &05,000 1.7St 1,072,106 200,000 1.75t 261,150 115,000 1.10t 62,075 55,000 90,309 2,902,766 1994 100,000 1.75& • 124,975 &05,000 1.7St 1,002,369 200,000 1.75& 251,350 115,000 1.10a 53,105 55,000 15,153 2,791,952 1995 100,000 1.m 116,225 &05,000 a.75t 931,931 200,000 1.75& 233,150 115,000 5.10& 45,2&5 55,000 79,997 2,612,2&1 1t96 100,000 1.75& 107,475 &05,000 1.7St 161,494 200,000 1.75& 216,350 115,000 5.90t 31,55& 55,000 t.mot 74,141 2,57),717 1997 100,000 a.m 9&,725 &05,000 1.75t 791,056 200,000 1.75& 194,150 115,000 6.00\ 31,715 55,000 69,114 2,465,230 1M& 100,000 1.-m 19,975 &05,000 a.-m 720,619 200,000 1.75& 111,350 115,000 6.10& 24,75& 55,000 65,126 2,356,12& 1999 100,000 1.75& 11,225 &05,000 &.1St 650,111 200,000 1.75& 163,150 115,000 6.25& 17,656 55,000 60,369 2,2U,2&1 2000 100,000 &.70t 72,500 &05,000 1.60t 510,341 200,000 1.50t 146,600 115,000 6.25& 10,169 55,000 55,611 2,140,52& 2001 100,000 6.25& 65,025 &05,000 6.251 520,576 200,000 6.25& 131,150 110,000 6.25& 3,431 55,000 a.6500l 50,as. 2,041,743 2002 100,000 6.40t 5&,700 &05,000 6.40t 669,660 200,000 6.40t 119,200 55,000 16,000 1,153,560 2003 100,000 6.50& 52,250 &05,000 6.50\ 417,731 200,000 6.50\ 106,300 55,000 41,050 1,777,331 2004 100,000 6.50& 45,750 &05,000 6.50t 365,413 200,000 6.50\ 93,300 55,000 36,100 1,700,563 2005 100,000 6.50t 39,250 105,000 6.50\ 313,01& 200,000 6.50t 10,300 55,000 31,350 1,623,711 2006 100,000 6.25\ 32,175 &05,000 6.25\ 261,769 205,000 6.25& 67,394 55,000 9.00001 26,200 1,553,231 2007 100,000 6.25\ 26,625 105,000 6.25t 2ll,t56 205,000 6.25& 54,5&1 55,000 21,216 1,471,17& 200& 100,000 6.25t 20,375 110,000 5.75& 163,013 205,000 6.251 41,769 55,000 16,lt7 1,411,353 2009 100,000 5.-m 14,375 110,000 5.75& 116,431 205,000 5.75\ 29,169 50,000 11,406 1,336,W 2010 100,000 5.75& 1,625 110,000 S.7St 69,163 205,000 5.75& 17,611 50,000 ,, ... 1,261,012 2011 100,000 5.75& 21175 1101000 S.75t 23,211 2051000 5.75& 51194 501000 t.Usot 21211 111991331 $2,000,000 $1,370,7)7 $16,120,000 $10,910,962 $4,030,000 $2,761,913 $1,145,000 $376,ta5 $1,015,000 $990,564 $40,161,161 All rates established at sale of obligations. No Text ...,. ! .· Texas Commerce Bank National Association P. 0. Box 841 Lubbock, Texas 79408 Attention: Sherry Burger April 25, 1991 RE: $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 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 obligations has occurred, please transmit the proceeds thereof by the fastest means available in immediately available funds to the City's depository bank, American State Bank, Lubbock, Texas, Attention: Selma Sedgwick. Enclosed herewith you will find four copies of the Signature and No-Litigation Certificate and three copies of the Certificate and Receipt for Payment executed and completed except as to date. When payment for the obligations is made, please date and release one copy of the Signature and No-Litigation Certificate to the purchasers and forward the remaining copies of said Certificate and all executed and dated copies of the Certificate and Receipt for Payment to Bond Counsel at the address shown above. 64940-4 No Text Page 2 April 25, 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. 6-4940-S ... Texas Commerce Bank National Association P. 0. Box 841 Lubbock, Texas 79408 Attention: Sherry Burger April 25, 1991 RE: $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 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, 64940-6 No Text April 25, 1991 Attorney General of Texas 411 West 13th Street -8th Floor Austin, Texas 78701 Attention: Public Finance Division RE: $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Ha 11/Audi torium (Limited Pledge) 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 will be your authority to insert that date in the Signature and No-Litigation Certificate and deliver such Initial Certificate to the Comptroller of Public Accounts for registration. Should any litigation in any way affecting the issuance of the certificates or the security for the payment thereof develop prior to that date, the undersigned or other official of the City, will notify you at once by telephone and by telegraph. You may thus be assured that there is no such litigation at the time the certificates are finally approved unless notice to the contrary has been given in the manner aforementioned. · Very truly yours, L~~~ Mayo~ciY of Lubbock, Texas 6 4 9 4 0 - 1 . ' April 25, 1991 Ms. Arlene Chisholm Economic Analysis Center Comptroller of Public Accounts P.O. Box 13528, Capitol Station Austin, Texas 78711 RE: $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 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 deli very 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, 64940-Z No Text April 25, 1991 Messrs. Fulbright & Jaworski 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 RE: $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 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. Very truly yours, 64940-3 No Text ;, .. SCHEDULE A Year of Principal Interest Stated Maturity Amount Rate 1992 $ 200,000 8.75\ 1993 200,000 8.75\ 1994 200,000 8.75\ 1995 200,000 8.75\ 1996 200,000 8.75% 1997 200,000 8.75\ 1998 200,000 8.75\ 1999 200,000 8.75% 2000 200,000 8.50\ 2001 200,000 6.25% 2002 200,000 6.40\ 2003 200,000 6.50\ 2004 200,000 6.50% 2005 200,000 6.50% 2006 205,000 6.25\ 2007 205,000 6.25% 2008 205,000 6.25\ 2009 205,000 5.75\ 2010 205,000 5.75% 2011 205,000 5.75% No Text ./ 6 2 3 5 E R~CORD OF PROCEEDINGS RELATING TO $4,030,000 COMBINATION TAX AND EXHIBITION HALL/ AUDITORIUM (LIMITED PLEDGE) 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 f I' TELEPHONE: 214/855-8000 F'ACSIMILE: 214/855-8200 FULBRIGHT & JAWORSKI 2200 Ross AVENUE SUITE 2SOO DALLAS, TEXAS 75201 MAY 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 Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" (the "Certificates"), dated May 15, 1991 (the "Certificate Date"), in the principal amount of $4,030,000, 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 rates per annum set forth 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 thereof shown on the registration books of the Paying Agent/Registrar on the Record Date (stated on 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 64080 .. i. •.•• ::; 5 . ; ~-·-I _-.--. c·.: ... _-: .· .. Page 2 of Legal Opinion of Fulbright & Jaworski RE: $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 issuance of the Certificates, including the Ordinance, customary certifications and opinions of officials of the City anc:i of Science Spectrum, Inc., as manager of the Exhibition Hall/Auditorium (the "Manager") pursuant to a Land Acquisition and Management Agreement (the "Agreement") between the City and the Manager, 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 properlyexecuted. 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, 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, and 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 a limited pledge of the Net Revenues (as defined in the Ordinance) derived from the operation of the Exhibition Hall/Auditorium, such pledge of Net Revenues being limited to an amount no't in excess of $2,500 and additionally being junior and subordinate to the lien on and pledge of such Net Revenues securing the payment of "Prior Lien Obligations" (as defined in the Ordinance) now outstanding and hereafter issued. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations without limitation as to principal amount but subject to any terms,· conditions or restrictions as may be applicable thereto under law or otherwise. IT IS FURTHER OUR OPINION THAT, assuming continuing compliance after the date hereof by the City with the provisions of the Ordinance and by the Manager with the prov1s1ons of the Agreement and in reliance upon representations and certifications of the City and the Manager made in certificates 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, except that the Manager or another person, by taking action within three years after the later of the date hereof or the date on which the 64080 No Text - Page 3 of Legal Opinion of Fulbright & Jaworski RE: $4,030,000 "City 6f Lubbock, Texas I Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991", dated May 15, 1991 facilities financed with the proceeds of the Certificates are first placed in service that causes the $150,000,000 limitation set forth in section 145(b)(l) of the Code to be exceeded, may cause interest on the Certificates to become included in such gross income retroactively to the date hereof, 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. ~¥r~· 64080 No Text FULBRIGHT & JAWORSKI . 2200 Ross AVENUE TELEPHONE: 214/855·8000 FACSIMILE: 214/855·8200 City of Lubbock, Texas 1625 13th Street Lubbock, Texas 79401 SUITE 2600 DALLAS, TEXAS 75201 May 23, 1991 HOUSTON WASHINGTON, D.C. AUSTIN SAN ANTONIO DALLAS NEW YORK LOS ANGELES LONDON ZURICH HONG KONG RE: $4,030,000 City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991 ..--. , _,. ~-1 •. _ .~ ....... #-. ... -r J- Ladies and Gentlemen: In reference to the original issuance and sale of the above described certificates of obligations (the "Certificates") by the City of Lubbock, Texas (the "City"), we served as Bond Counsel for the City. In our capacity as Bond Counsel for the City, we prepared t·he ordinance (the "Ordinance") authorizing the issuance of the Certificates, adopted by the City Council of the City on April 24 and April 25, 1991, which also approved and authorized the distribution of the Official Statement, dated April 1, 1991 (the "Official Statement") relating to the Certificates. Insofar as the Official Statement is concerned, our review and examination was limited to the information contained therein under the caption "Bond and Certificate Information (other than the sub-section "Book-Entry-Only System")" and the sub-caption "Tax Exemption", and save and except for the foregoing captions, we have not undertaken to determine independently the accuracy, completeness, or fairness of any other information, data, or descriptions contained in the Official Statement, including particularly, but not limited to, the financial and statistical data included therein. ·: /· l \' '-I ....... · ·-,... ' --· t ;"• ~ ·~ J 1 : t .•. -... Based upon and subject to the above and foregoing, and our examination of such other information and documents, including provisions of the Constitution and applicable State of Texas and federal laws as we believe necessary to enable us to render this op1n1on, we are of the opinion that under applicable State of Texas and federal laws: A. The information in the Official Statement relating to the Certificates and the Ordinance contained under the captions of the Official Statement describing such documents presents a fair and accurate summary of the provisions of the laws and instruments therein described. B. The Certificates are exempted securities within the meaning of Section 3(a) (2) of the Securities Act of 1933, as amended, and it is not necessary in connection with the sale of the Certificates to the public to register the Certificates under the Securities Act of 1933, as amended, or to qualify the Ordinance under the Trust Indenture Act of 1939, as amended. C. In the performance of our duties as Bond Counsel for the City, and our limited participation in the review of the Official Statement as noted above, no facts came to our attention which would lead us to believe that, as of this date, the Official Statement (except for the financial data and statistical data and forecasts included therein and the Appendices thereto to which no view is expressed) contains any untrue statement of a material fact or omits to state any 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. This opinion is solely for your benefit in connection with the referenced transaction and may not be relied on by, nor copies delivered to, any other person, or used for any other purpose, without our prior written consent. Very truly yours, ~--~~ 6 Z 5 7 E -----------------------------------------------· No Text THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK AFFIDAVIT OF PUBLICATION § § § BEFORE ME, the undersigned authority, on this day personally appeared r.J. A11fi 1 1 , who, after being by me duly sworn, deposes and says that (s)he is the Account t~ana!:!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 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 at least thirty (30) days prior to the date of the public sale for the obligations referred to therein. of SWORN TO AND SUBSCRIBED BEFORE ME, this the ....o~2.._.2~- April , 1991. .. > 'MOttC:l! OF SALE CfO' OF l,oU8BOC:K. TEXAS . ~en:. C~ll of tile C:ltv .t Lubbock. Texes. will recelv.e -sealed l!ld$ at the City Council -c~~amblrsrMunlclpal ·Complex, 1625 Uth street. I.Ubbock, Texas. until 1 :30 P.M •• Centrll Davllg!ll ' TIITMI, APtll 25. 1991,· tor the loll~ lng ctescrll!ed bOnds: ' .... ' : 1 ' ' ' ~· ~ '' ' '' :--,' ' ' ', • ~' ,:: (Notary Seal) $.4.031),000 City of l.llbbock. Texas Combination Tax and ElihibltiQn Hall/Auditorium (LJmlledPiedveJ Revenue 5 t 51 E '' "c:enlflcatts of Obligation ' · i $erles 19'11 . , Oated MaY f5, 19'11:. pi'IIICIPill·dlle '.'Februor'Y ts, of each year 1$ IQI· hown $200.000 Uch yur 1992 'throu;lt aoos Jlnd s205.ooo In '"' ·, vnr1·2006 throuDII 20111 Interest ':~~avabte Februarv 15, 19921nd 11ch 'AUDUSI 15 and FebruarY 15 thereat· · ter. -Thl CIIY reserves the right. at fits oPt IC!I\, to t'. edeem C.• .. rtlflcates \lflaturing on lind alter Fellruary 15, ··2002, on Fellruarv ~l,or anY date >.fherealter. at the ~tar value thereof •':PIUS accrued Interest. to ttie date ;;fixed tar payment. . ' t; •' Fu,n;.r Information .MaY be ~ilbtarned from the Division of Fl, ! .nance. cttv of l.llbbock, P.o. eox hooo. l.ubbock, Texu 79457; or !from .Fir•t Southwest Company, 7500 First titY center.1700 Pacific: iAvenue. Dallas. Texas 75201, Fl· ~~IICial Consulla.nls tQ the Citv. , Ranelte eovd ,'. CitY Secretary ! CIIY on.Ubboclt. Texas R-761 , day No Text - 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 Counci 1 being as follows: B. C. MCMINN T. J. PATTERSON BILL MALOY GARY D. PHILLIPS JOAN BAKER MAGGIE TREJO M.J. ADERTON all of said persons were present at following: M. J. Aderton business considered at said meeting, entitled: MAYOR MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER said meeting, except the Among other the attached resolution "A RESOLUTION by the City Council of the City of Lubbock, Texas, approving and authorizing publication of notice of intention to issue certificates of obligation." was introduced and submitted to the Counci 1 for passage and adoption. After presentation and due consideration of the resolution, and upon a motion made by Councilmember Bill Maloy and seconded by Councilmember T .. I. patterson the resolution was finally passed and adopted by the Council by the following vote: 6 voted "For" ~o~ __ voted "Against" o abstained all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. -1- 5957£ 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. ,_ -- ··._(City Seali St57E -2- ~ .~secretary City of Lubbock, Texas No Text ""' .. March 14, 1991 A RESOLUTION by the City Council of the Ct~)r gp 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 V.T.C.A., Local Government Code, Subchapter C of Chapter 271, for the purpose of paying contractual obligations to be incurred for ( i) the construction and equipping of an exhibition hall/auditorium including the acquisition of a site therefor and (ii) professional services rendered in connection therewith; and WHEREAS, prior to the issuance of said certificates of obligation, this Council is required to give notice of its intention to issue the same in the manner and time provided by law; now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK, TEXAS: Section 1: That the City Secretary is hereby authorized and directed to cause notice to be published of this Council's intention to issue certificates of obligation in the principal amount not to exceed $4,030,000 for the purpose of paying contractual obligations to be incurred for (i) the construction and equipping of an exhibition hall/auditorium including the acquisition of a site therefor and (ii) professional services rendered in connection therewith, such certificates to be payable from ad valorem taxes and a limited pledge of the net revenues derived from the operation of the exhibition hall/auditorium. 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. 4 C..)£~~ MaYOr, Crt:i()f Lubbock, Texas (SEAL) St58E No Text EXHIBIT A NOTICE OF INTENTION TO ISSUE CITY OF LUBBOCK, TEXAS, CERTIFICATES OF OBLIGATION NOTICE IS HEREBY GIVEN that the City Council of the City of Lubbock, Texas, will convene at its regular meeting place in the City Hall of Lubbock, Texas at 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 FOUR MILLION THIRTY THOUSAND DOLLARS ($4,030,000) for the purpose of paying contractual obligations to be incurred for (i) the construction and equipping of an exhibition hall/auditorium including the acquisition of a site therefor and (ii) professional services rendered in connection therewith such certificates to be payable from ad valorem taxes and a limited pledge of the net revenues derived from the operation of the exhibition hall/auditorium. The Certificates are to be issued and this notice is given, under and pursuant to the prov1s1ons of V.T.C.A., Local Government Code, Subchapter c of Chapter 271. StStE I' ------------ . . AFFIDAVIT OF PUBLICATION THE STATE OF TEXAS § COUNTY OF LUBBOCK § CITY OF LUBBOCK § BEFORE ME, the undersigned authority, on this day personally appeared T.J. Aufill , who, after being by me duly sworn, deposes and says that (s)he is the Account ManaE!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, March 31, 1991; and 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 Oblir!_t.!,~,~.T~F~~£r.Etcr··· .. ···;Qj...:~ •'· • CITY 01" !.WI . Te~ , ~ .CEI(ft . AT-Es i of · . OF OBLIGATION r :-. -~ -J • ~. • • ~;-IIOTICE' IS H!"REBY Gf\IE~ ~··'h~l .fl,e. ~olr Council of the Cltv o1 ~_LUbbock,_ T~xas, will convene-a.t its SWORN To .,..:r.?oulan!l~elin!1 Place fn.the City BEFORE ME thl• S the .ru: t;_arr of. Lubbock. T•••~ at 1.30 1 A P r l• I \o clock P.M. on the .25th d•y',ol !'·~l)ril, 199:1,, and, during such meet.~ ----:..:.:.....:....::::....:..------~;~~" the c,t_v Co~nci:l will conside·r i! _ ~ !'3ssarzf:' of an '!lrdinan.ce· 1.-u-~ TONYA H£NRY Notary Public STATE. OF TEXAS Mr C.IIJm &p Now IS 1194 · ~'h~r: Z. L1~J, the ls$ua nce''Ot:· .. cert if~ .:~;\c-~· ot ob.lisrttie.n .. ··in ·lin ·emo~rfr :t;.··, !,o <>xceed FOUR MILLION ·~;L,·!Y :r;HOUJ"-tW OOLLARS 1'. '" ,-~ \OJ) lor the Pun>ose of pay j;m~ ~~Li ::"!1!1~',11 Otl/ig.lfJo'ns to be In: (Notary Seal) l.,cu •. r ':d to,r·. r, l ·~he constr,uttion and ,equ'~P:rn., Orfln·e·xhibH .. Ion halt/a.IJdltorium il_~c.fu~ing the 1 _. qui~tllo~ of • slie tncretor and ·nfi . 1~otess,~nar ·servlc~s rendq,.rd in ,..vnnecloon !herewith such ~erlifi·' ~cares .to be PAYable. from ad val· . !::"" faxes; anda llml!e(l Pledge ol I net revonu,. derived trom.'f~ ' ;oPeration of the &llhfblll - 5960£ )hall/auditorium: The Cerlillca~Z ;•re to be ISsUed and. fhl•· notlct i• ;!liven, tmder and t>urauant to the !Provisions of v,T.C.A;,·Loe•f GoY-~~nmerlt CDde, SUbchapter C. of . # a11ter 27!. · · . , ' Ranotte. Bovd jCitv Secretary, . t~~~ff L.ubbock, Texas' ' .. ..:_·~· .. ~ at least for the of the 8 day .. .. THE STATE OF TEXAS COUNTY OF LUBBOCK AFFIDAVIT OF.PUBLICATION ·§ § § BEFORE ME, the undersigned authority on personally appeared T.J. Aufil I' Account Mana~er this of in the upon Lubbock Avalanche Journal, a newspaper published of Lubbock, Texas, who, being by me duly sworn, deposes and .says: day the City oath That said newspaper is of general circulation in the· City of Lubbock, Texas, and that the attached •NOTICE OF INTENTION TO ISSUE CITY OF LUBBOCK, TEXAS, TAX AND REVENUE CERTIFICATES OFOBLIGATION,• was published in said newspaper in its issue of _ __;A~P .;...r~i-1 _.;;6 __ , 19 9 1; and said newspaper devotes not less than twenty-five percent (25\) of its total columri lineage to items of general interest, is published not less frequently than once each week, is entered as second-class postal matter in the county where it is published, and has been published regularly and continuously for not less than twelve (12) months prior to the date of the publication of the attached notice. · ·' .. 79:-·~ Accou~ ~ Title SWORN TO AND SUBSCRIBED BEFORE ME, this the ------~~~-' 1991. (Notary Seal) CITY 0' UIEIBOCK. TEKAS (:OMBIN4 TIOH TAX AND<EXHISITION ltAU,/.WOITORtUM I CLIMITftl PLfiDGl!l • REVI!NUE CERTII"IC4TES ' ,, OF OBLIG4 TIQN •.... ,SERIES 1991 Nch,c:;ioF Pu~uc HEARING Pursuant to section U71fl of the Internal Rewnue c-of 1910, •s •mtnded Cthe "Code'~!. NO· · TICE IS HEREBV GIVEN that the Assl$1ant Cltv Manager for Finan-cial S.rvlces of the Cllv of Lub-bock, Texas will hold a Pubnc: Hearlno ~ April 25, "991, at 9:00! A.M •.. at llle Office Of the Assistant• City Manager tor Financial Ser·i vices, Municipal Building. 1625 13thl Str:eet •. L.ubbock, Texas .79.CS7, with' . resPect to the contemplaled sale lind ls:suence bv the Cllv of Lub- . lloc;k, Te>eas, of not to exceed Four Million Thlrtv 'l"hOu .. nd Dollars Cs-1.030,000) In principal amount Of, Its City of Lubbock, Texas. Combl·l .,natlo•.Ta• end Exhlbltlon1 Hall/Auditorium (Limited PledOe) i R.....,ue Certificatn of Obligation, . Serle.s 1991 lfhe "Certificates of! ObliGation" I. The Certificates of I ()bllgatlon will be Issued for the! !I'Ubllc puriiOses of pavlno ell orj ,PIIrt oUhe cost of construct I no •net; tqulppfno an •xhlbHionl iNIII/alldltorlum• lnellldlnv the cost 1 if aCCIIIirinv the aile therefor, Til.• t l!<hlbltlim heii/IUdllorlum wlll·txt I .;.Cf for scientific, eu. llurel, end j ·lucational. l>roorams. The exhlbi· 1>n hell/auditorium will txt owned t the Cllv of Lubbock, 'l"e•as. will lJl!f!!QtdlxSclf!ftAOApectrwn.; 1 1 day No Text 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 all of said persons were present at following: NONE business considered at said meeting, entitled: MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER said meeting, except the Among other the attached ordinance ORDINANCE NO. 1¢~i AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND EXHIBITION HALL/AUDITORIUM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991"; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a limited pledge of the net revenues from the ownership of the City's Exhibition Hall/Auditorium; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto and the execution of a Paying Agent/Registrar Agreement in connection therewith; and providing an effective date. No Text . " 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 p,.J, II~WU and seconded by "/: d ~zn;t;?t>.,V the ordinance was duly passed and adopted by the Council on first 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 quarified and acting members of the City Counci 1 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 ,:fl.~ day of April, 1991. Q~--2 CiSecretary~ City of Lubbock, Texas -(City---Sea 1) -2- 64960 No Text - - 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 Apri 1, 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 Council being as follows: B. C. MCMINN MAYOR T. J. PATTERSON BILL MALOY GARY D. PHILLIPS JOAN BAKER MAGGIE TREJO M.J. ADERTON all of said persons following: m. J. business considered entitled: were present at 11zmeTZ>N at said meeting, MAYOR PRO TEM COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER said meeting, except the Among other the attached ordinance ORDINANCE NO. 9V3fe AN ORDINANCE authorizing the issuance of •ciTY OF LUBBOCK, TEXAS, COMBINATION TAX AND EXHIBITION HALL/AUDITORIUM (LIMITED . PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991"; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a limited pledge of the net revenues from the ownership of the City's Exhibition Hall/Auditorium; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto and the execution of a Paying Agent/Registrar Agreement in connection therewith; 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 4tL-t, tniJt-oV and seconded by ~~y /1JtUtJP5 the ordinance was duly passed and adopted by the Council on second and final reading to be effective immediately by the following vote: f.t, voted "For" -~a __ 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 ~t"-t... day of April, 1991. ~~ CftY"Secretary ~ City of Lub~ . _.· (City Sea 1) -~.-~ ./ ~·" -2- 6'1970 .. - ORDINANCE NO. q£/3(:, AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND EXHIBITION HALL/AUDITORIUM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991"; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a limited pledge of the net revenues from the ownership of the City's Exhibition Hall/Auditorium; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto and the execution of a Paying Agent/Registrar Agreement in connection therewith; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certificates of obligation in the maximum principal amount of $4,030,000 for the purpose of paying contractual obligations to be incurred for (i) the construction and equipping of an exhibition hall/auditorium, including the acquisition of a site therefor; 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 s~ated 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 or any other official if the City on or the date of the passage of this ordinance; and of such at least with the prior to 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: No Text - ,..., 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 $4,030,000, to be designated and bear the title "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND EXHIBITION HALL/AUDITORIUM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991" (hereinafter referred to as the "Certificates"), for the purpose of paying contractual obligations to be incurred for (i) the construction and equipping of an exhibition hall/auditorium, including the acquisition of a site therefor; and (iii) 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.S., Local Government Code, Subchapter C of Chapter 271, as amended. 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 (within a Stated Maturity) and the Certificates shall become due and payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at per annum rates in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate 1992 $ 200,000 8.75% 1993 200,000 8.75% 1994 200,000 8.75% 1995 200,000 8.75% 1996 200,000 8.75% 1997 200,000 8.75% 1998 200,000 8.75% 1999 200,000 8.75% 2000 200,000 8.50\ 2001 200,000 6.25\ 2002 200,000 6.40\ 2003 200,000 6.50\ 2004 200,000 6.50\ 2005 200,000 6.50\ 2006 205,000 6.25\ 2007 205,000 6.25\ 2008 205,000 6.25\ 2009 205,000 5.75\ 2010 205,000 5.75\ 2011 205,000 5.75\ -2- 6402D No Text - The Certificates shall bear interest on the unpaid principal amounts from the Certificate Date at the rates per annum shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Certificates shall be payable on February 15 and August 15 of each year, commencing February 15, 1992. SECTION 3: Terms of Payment-Paying Agent/Registrar. The principa 1 of, premium, if any, and the interest on the Certificates, due and payable by reason of maturity, redemption, or otherwise, shall be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders") appearing on the registration and transfer books (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. The City agrees and covenants to cause to be kept and maintained at the principal office of the Paying Agent/Registrar books and records (the "Security Register") for the registration, payment and transfer of the Certificates, 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 pr~sentation and surrender of the Certificates to the Paying Agent/Registrar at its principal office. Interest on the Certificates shall be paid to the -3-,4020 l "; .- ···----------------- 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 shall be paid by the Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the principal office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, ·or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/ Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business next preceding the date of mailing of such notice. SECTION 4: Redemption. (a) Optional Redemption. The Certificates having Stated Maturities on and after February 15, 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 th.e City to exercise the right to redeem Certificates shall be entered in the minutes of the governing body of the City. -4- 640%0 I' (c) Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/ Registrar shall treat such Certificates as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificates by $5,000 and shall select the Certificates 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 of the Certificates. If a Certificate is subject by its terms to prior redemption and has been called for redemption and notice of redemption 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 sha 11 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 -5- 640ZD No Text Agent/Registrar, as provided herein and in accordance with the provisions of an agreement with the Paying Agent/Registrar and such rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Paying Agent/Registrar shall obtain, record,· and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Certificate for transfer at the principal office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange, upon surrender of the Certificates to be exchanged at the principal office of the Paying Agent/ Registrar. Whenever any Certificates are surrendered for 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. -6-640ZD No Text Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 21 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 -7- 6402D .- - - transactions in general or the City determines that DTC is incapable of properly discharging its duties as securities depository for the Certificates, the City covenants and agrees with the Holders of the Certificates to cause Certificates to be printed in definitive form and provide for the 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 $4,030,000 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 -8- 64010 No Text ,..., ,...., - •rnitial Certificate(s)") and, in either case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Certificate(s) shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificate(s) delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Conunittee 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. -9-64020 ------------------------------ No Text 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 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. REGISTERED NO. B. Form of Certificates. UNITED STATES OF AMERICA STATE OF TEXAS CITY OF LUBBOCK, TEXAS, REGISTERED $ ___ _ COMBINATION TAX AND EXHIBITION HALL/AUDITORIUM (LIMITED PLEDGE) REVENUE CERTIFICATE OF OBLIGATION, SERIES 1991 Certificate 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 political subdivision 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 -10-'.COlD /' thereof, on the Stated Maturity date specified above the Principal Amount hereinabove stated (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the Certificate Date at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 1992. Principal of this Certificate is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the principal office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register 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 principal office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. 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 $4,030,000 (herein referred to as the "Certificates•) for the purpose of paying contractual obligations to be incurred for (i) the construction of public works, to wit: the construction and equipping of an exhibition hall/auditorium including the acquisition of a site therefor; and (ii) professional services rendered in connection therewith, under and in strict conformity with the Constitution of the State of Texas, -11- ,4010 -,-.. .- , .. , particularly V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended, and pursuant to an Ordinance adopted by the City Council 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 par plus 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 at the principal office of the Paying Agent/Registrar, and there shall be issued to the registered owner hereof, without charge, 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 from a limited pledge of the Net Revenues of the City's Exhibition Hall/Auditorium (the "Facilities•), such pledge being limited to an amount not -12-,40%0 No Text in excess of $2,500 and being junior and subordinate to the lien on and pledge of such Net Revenues securing the payment of "Prior Lien Obligations" (as defined in the Ordinance) hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations without limitation as to principal amount but subject to any applicable terms, conditions or restrictions under law or otherwise. 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 owner or holder of this Certificate 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 Facilities; 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 or exchange of this Certificate; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Hold.ers; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the 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 new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered owner 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, -13- No Text - in whole or in part, and (iii) on any other date as the owner for a 11 other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and declared that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not exceed any Constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Certificates as aforestated. In case any provision in this Certificate 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. 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 Counci 1 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) -14-64020 .- c. *Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Certificate only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS ( ( ( ( REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my this signature and seal of office Comptroller of Public Accounts of the State of Texas (SEAL) *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 Initial 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: 6 C 0 Z D TEXAS COMMERCE ASSOCIATION Lubbock, Texas BANK as Paying Agent/Registrar By Authorized Signature -15- NATIONAL No Text 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: -16-64010 No Text - PRINCIPAL INSTALLMENTS (Information to be inserted from schedule in Section 2 hereof). INTEREST RATE (or so much thereof as shall not have been prepaid prior to maturity) and to pay interest on the unpaid principal amounts hereof from the Certificate Date at the per annum rate(s) 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 at its Stated 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 principal office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: Definitions. That for purposes of this Ordinance and for clarity with respect to the issuance of the Certificates herein authorized, and the levy of taxes and appropriation of Net Revenues therefor, the following words or terms, whenever the same appears herein without qualifying language, are defined to mean as follows: -17-'40ZD I l""'"· ,.., (a) The term "Certificates" shall mean the $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" authorized by this Ordinance. (b) The term "Certificate Fund" shall mean the special Fund created and established under the provisions of Section 11 of this Ordinance. (c) The term "Facilities• shall mean the public building of the City owned and operated pursuant to Tex. Rev. Civ. Stat. Ann. art. 1269j-4.1, the construction and improvement of which is financed by the Certificates, located on the site acquired by the City with proceeds of the Certificates, such site, and leased equipment used in such building. (d) The term "Fiscal Year" shall mean the twelve month operating period for the Facilities ending September 30 of each year. (e) The term "Government Obligations• shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and United States Treasury obligations such as its State and Local Government Series in book-entry form. (f) The term "Gross Revenues• shall mean all receipts, revenues, and moneys of every kind paid or payable to the City as a result or consequence of owning the Facilities (other than restricted grants or gifts and proceeds of borrowings by the City). (g) The term "Maintenance and Operating Expenses" shall mean the expenses of operation and maintenance of the Facilities, including, without limitation, all salaries, management fees, labor, materials, interest, repairs and additions necessary to render efficient service, and payments required to be made for leased equipment. (h) The term Net Revenues" shall mean Gross Revenues less Maintenance and Operating Expenses. ( i) The term "Outstanding" when Ordinance with respect to Certificates the date of determination, all theretofore issued and delivered Ordinance, except: -18-64020 used in this means, as of Certificates under this No Text -· (1) those Certificates cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 22 hereof by the irrevocable deposit with the Paying Agent/Registrar, or an authorized escrow agent, of money or Government Obligations, or both, in the amount necessary to fully pay the principal of, premi urn, if any, and interest thereon to maturity or redemption, as the case may be, provided t~at, if such Certificates are to be redeemed, notice of redemption thereof shall have been duly given pursuant to this Ordinance or irrevocably provided to be given to the satisfaction of the Paying Agent/ Registrar, or waived; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 21 hereof. (j) The term "Prior Lien Obligations• shall mean all revenue bonds or other obligations, hereafter issued, payable in whole or in part from and secured by a lien on and pledge of the Net Revenues of the Facilities 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. SECTION 11: Certificate Fund. That, for the purpose of paying the interest on and to provide a sinking fund for the payment, redemption and retirement of the Certificates, there shall be and is hereby created a special account or fund on the books and records of the City known as the •sPECIAL SERIES 1991 TAX AND EXHIBITION HALL/AUDITORIUM REVENUE CERTIFICATE OF OBLIGATION FUND", and a 11 moneys deposited to the credit of such Fund shall be shall be kept and maintained in a special banking account at the City's depository bank. Authorized officials of the City are hereby authorized and directed to make withdrawals from said Fund sufficient to pay the principal of and interest on the Certificates as the same become due and payable, and, shall cause to be transferred to the Paying Agent/Registrar from moneys on deposit in the Certificate Fund -19-6402D .· I - ,.. an amount sufficient to pay the amount of principal and/or interest falling due on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the last business day next preceding each interest and principal payment date for the Certificates. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the "Public Funds Investment Act of 1987" relating to the investment of "bond proceeds"; provided that all such investments shall be made in such a manner that the money required to be expended from said Fund will be available at the proper time or times. All interest and income derived from deposits and investments in said Certificate Fund shall be credited to, and any losses debited to, the said Certificate Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 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 paid into the Certificate Fund. The City Counci 1 hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. Accrued interest and premium, if any, received from the purchasers of the Certificates shall be deposited to the Certificate Fund. In addition, any surplus proceeds from the sale of the Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes. -20-'COlD .- - - SECTION 13: Limited Pledge of Net Revenues. The City hereby covenants and agrees that, subject to the prior lien on and pledge of the Net Revenues of the Facilities to the payment and security of Prior Lien Obligations, the Net Revenues of the Facilities in an aggregate amount not to exceed $2,500 are hereby irrevocably pledged to the payment of the principa 1 of and interest on the Certificates, and the limited pledge of $2,500 of the Net Revenues of the Facilities herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the Facilities in accordance with the terms and provisions hereof and be valid and binding without any physical delivery thereof or further act by the City. SECTION 14: Exhibition Hall/Auditorium Fund. The City covenants and agrees that Gross Revenues shall be accounted for separate and apart from all other funds, accounts and moneys of the City, and all such Gross Revenues shall be deposited as collected into a fund maintained at an official depository of the City and known on the books of the City as the "City of Lubbock, Texas Exhibition Hall/Auditorium Fund" (the "Facilities Fund"). All moneys deposited to the credit of the Facilities Fund shall be allocated, appropriated and budgeted 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 maintenance and operating expenses of the Facilities as described in Section lO(g) of this Ordinance or required by statute to be a first charge on and claim against the Gross Revenues, Second: To the payment of all 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. Third: To the payment of the limited amount required to be deposited in the Certificate Fund for the payment of the Certificates. Any Net Revenues remaining in the Facilities 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. -21- 640ZD No Text Pending the transfer of funds from the Facilities Fund, money in the Facilities 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 Facilities Fund shall be credited to, and any losses debited to, the said Facilities Fund. All such investments shall be sold promptly when necessary. SECTION 15: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 16: Maintenance and Operation -Insurance. The City shall maintain the Facilities in good condition and operate the same in an efficient manner and at reasonable cost. In regard to the operations and properties of the Facilities, the City also agrees to carry and maintain liability and property damage insurance of the kind and in the amounts carried by municipal corporations in Texas owning and operating similar facilities and providing like services; provided, however, the City in lieu of and/or in combination with carrying such insurance may self-insure against such perils and risks by establishing self-insurance reserves. Annually each year not later than the end of each Fiscal Year, the City shall prepare or cause to be prepared by a person competent and knowledgable in such matters a written evaluation of the adequacy of such self-insurance and/or insurance coverage and of any recommended changes in regard to the City's insurance/self-insurance policies, practices and procedures. SECTION 17: 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. -22-••ozo <.- /"' - 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 18: Special Covenants. The City hereby further covenants as follows: (a) That it has the lawful power to pledge the Net Revenues of the Facilities to the payment of the Certificates in the manner herein contemplated and has lawfully exercised such power under the Constitution and laws of the State of Texas, including said power existing under Tex. Rev. Civ. Stat. Ann. art. 1269j-4.1 and V.T.C.A., Local Government Code, Sections 271.041, et seq. (b) That other than for the payment of the Certificates, the Net Revenues of the Facilities have not in any manner been pledged to the payment of any debt or obligation of the City or of the Facilities. SECTION 19: Issuance of Prior Lien Obligations. The City hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without limitation as to principal amount but subject to any terms, conditions or restrictions applicable thereto under law or otherwise, such Prior Lien Obligations hereafter issued may be payable, in whole or in part, from the Net Revenues (without impairment of the obligation of contract with the Holders of the Certificates) upon such terms and conditions as the City Council may determine. Additionally, the City reserves the right to issue obligations payable, in whole or in part, from the Net Revenues of the Facilities and, to the extent provided, secured by a lien on and pledge of the Net Revenues of equa 1 rank and dignity with the lien and pledge securing the payment of the Certificates. SECTION 20: Application of 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 Facilities, 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 -23- 640ZD No Text contained in the ordinances authorizing the issuance of the Prior Lien Obligations, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of the 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 of the Prior Lien Obligations. SECTION 21: Mutilated -Destroyed -Lost and Stolen Certificates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Certificates. SECTION 22: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and the Net Revenues of the Facilities (to the extent such limited pledge of Net Revenues shall not have been discharged or terminated by prior payment of principal of -24- 64010 No Text - - or interest on the Certificates) and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates or any principal amount(s) thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when ( i) money sufficient to pay in full such 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 Obligations shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Obligations have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such 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, or an authorized escrow agent, and all income from Government Obligations held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the 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 Stated 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. -25-640%0 I" SECTION 23: 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, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders 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 24: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section 24, the following terms have the following meanings: 540ZD •code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, enacted on or before the date of issuance of the Certificates. •computation Date• has the meaning stated in Treas. Reg. § 1.148-8T(b)(1). •Exempt Person" means any organization described in section 501(c) (3) of the Code and exempt from tax under section 501(c) of the Code, the District of Columbia, any state of the United States, any possession of the United States, and any political subdivision of such state or possession if such political subdivision has more than an insubstantial amount of the power to tax, the power of eminent domain, or the police power. "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). -26- No Text - ,.. - - "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. (b) General. The City shall not take any action or omit to take any action which, if taken or omitted, respectively, would adversely affect the exclusion of interest on any Certificate from the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. The City shall execute such amendments hereof and supplements hereto (and shall comply with the provisions thereof) as may, in the opinion of counsel nationally recognized in the field of municipal bond law, be necessary to preserve or perfect such exclusion. The City shall comply with each specific covenant in this Section at all times prior to the last stated maturity of the Certificates, unless and until there shall have been delivered to the City an opinion of counsel nationally recognized in the field of municipal bond law stating that failure to comply with such covenant either generally or to the extent stated therein shall not adversely affect any exclusion of interest on any Certificate from the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes, and thereafter such covenant shall no longer be binding upon the City. (c) Warranty of Representations. All representations, warranties, and certifications made by the City in connection with the delivery of the Certificates on the issue date are and shall be true, correct, and complete in all material respects. (d) Limited Non-Exempt Use of Proceeds. The City shall not use or permit the use of property financed or refinanced with any proceeds of the Certificates in any trade or business carried on by any Person which is not an Exempt Person or in any unrelated trade or business, as defined in section 513 (a) of the Code, of any Exempt Person, if the aggregate cost of all such property financed or refinanced with proceeds of the Certificates and so used exceed 5\ of all costs of property financed or refinanced with proceeds of the Certificates. -27-64010 No Text For purposes of this Subsection, property is considered to be •used" by a Person if ( 1) it is sold or otherwise disposed of, or leased, to such Person; (2) it is operated, managed, or otherwise physically employed, utilized, or consumed by such Person, excluding operation or management pursuant to an agreement which meets the guidelines set forth in Revenue Procedures 82-14, 1982-1 C.B. 459 or 82-15, 1982-1 C.B. 460, as amended by the Tax Reform Act of 1986 and including any amendments or revisions thereto; (3) capacity in or output property is reserved or committed take-or-pay, output, incentive contract or arrangement; or or service from such to such Person under a payment, or similar (4) substantial benefits and burdens of ownership of such property are otherwise effectively transferred to such Person. (e) Limited Non-Exempt Loan of Proceeds. The City shall not use (or permit the use of) any proceeds of the Certificates (or property financed or refinanced therewith) in any unrelated trade or business, as defined in section 513(a) of the Code, of an Exempt Person or permit the direct or indirect loan of any proceeds of the Certificates, excluding loans consisting of temporary investments of such proceeds pending application for their intended purposes, to any person other than an Exempt Person or to any person which is an Exempt Person for use in an unrelated trade or business, as defined in section 513(a) of the Code, if the amount of such proceeds of the Certificates so used or sCI loaned and costs of property so used in the aggregate exceeds 5\ of the proceeds of the Certificates. For purposes of this Subsection, proceeds of the Certificates are considered to be "loaned" to a Person if: 6~0ZD (1) property financed or refinanced with proceeds of the Certificates is sold or leased to such Person 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 under a take-or-pay, output, or similar contract or arrangement; or (3) indirect benefits, or ownership, of such p ·roperty are such Person in a transaction equivalent of a loan, -28- burdens and benefits of otherwise transferred to which is the economic .- and the amount of any such "loan" is the cost of such property financed or refinanced with proceeds of the Certificates (plus an allocable amount of the proceeds of the Certificates deposited to any debt service reserve or applied to pay costs of issuance of the Certificates). (f) Ownership by Exempt Person. The City shall (or shall cause one or more Exempt Persons to) own all portions of the property financed with the Certificates at all times prior to the final maturity of Certificates. (g) Bonds Not to Exceed $150,000,000. The City shall not take, omit to take, or suffer to occur any action which, if taken, omitted, or suffered, respectively, would cause the aggregate authorized face amount of all previously issued and outstanding obligations (a) the interest on which is excludable from the gross income, as defined in section 61 of the Code, of the owners thereof for federal income tax purposes pursuant to section 103 of the Code or any predecessor provisions and (b) which is or shall become allocated, pursuant to section 145(b)(2) of the Code, to (i) any person who is or shall become an owner or a principal user of the property financed with the Certificates, within the meaning of section 144(a) of the Code, or (ii) any Pprson which is under common management or control with or is a "related person", within the meaning of section 144(a) (3) of the Code, to any Person described in this Clause (b), during the three-year period beginning on the later of the date of delivery of the Certificates to the initial purchasers thereof or the date such property is first placed in service, when added to the initial principal amount of the Certificates, to exceed $150,000,000. (h) Representation Regarding Maturity of Certificates. The weighted average maturity of the Certificates does not exceed 120 percent of the average reasonably expected economic life of the property being financed with the Certificates, both as calculated in accordance with section 147(b) of the Code. (i) Prohibition on Certain Uses. The City shall not use or permit the use of any proceeds of the Certificates (or any proceeds of any other indebtedness of the City directly or indirectly refunded, through a series of refundings or otherwise, with proceeds of the Certificates) or any income from the investment thereof: 640ZD (1) Prohibited Facilities: to provide skybox, or other private luxury box, primarily used for gambling, or any store business of which is the sale of alcoholic consumption off premises, or -29- any airplane, any facility the principal bev~rages for - ,... ( 2) Costs of Issuance: to pay or otherwise finance costs of issuance of the Certificates (e.g., underwriting compensation, trustee and rating agency fees, printing costs, and fees and .expenses of counsel) with proceeds of the Certificates or of any obligations of the City directly or indirectly refunded thereby, or with proceeds from the investment thereof, in an amount which exceeds 2\ of the proceeds (exclusive of costs of issuance) of the Certificates. ( j) Not to Cause Classification as Arbitrage Bonds. The City shall not take any action or omit to take any action with respect to the Gross Proceeds of the Certificates or of any amounts expected to be used to pay the principal thereof or the interest thereon which, if taken or omitted, respectively, would cause any Certificate to be classified as an "arbitrage bond" within the meaning of section 148 of the Code. (k) 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. (1) 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. (m) 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. (n) Payment of Rebatable Arbitrage. Except to the extent otherwise provided in section 148(f) of the Code and the regulations and rulings thereunder, '"ozo (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 -30- I' -. 640&0 all records of such accounting with the official transcript of the proceedings relating to the issuance of the Certificates until six years after the final Computation Date. The City may, however, to the extent permitted by law, commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall either (i) cause to be calculated by a nationally recognized accounting or financial advisory firm or (ii) calculate and cause its calculations to be verified by a nationally recognized accounting or financial advisory firm, in either case in accordance with rules set forth in section 148(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). -31- No Text SECTION 25: 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 26: Official Statement Approval. The City Council hereby approves in all respects the Official Statement prepared and distributed on behalf of the City in connection with such initial offering and sale. The City Council further 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 27: Proceeds of Sale. The proceeds of sale of the Certificates, excluding the accrued interest and premium, if any, received from the Purchasers (which will be deposited to the Certificate Fund), will be deposited in a separate and segregated account in the construction fund for the Facilities which is hereby created and is to be 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 Fund Investment Act of 1987 and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Certificate Fund as shall be determined by the City Council. 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 28: Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas, including the printing and supply of definitive Certificates, and shall take and have charge and control of the Initial Certificate(s) pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and delivery to the Purchasers. -32- 64020 No Text ,..., 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(s) to the purchasers. SECTION 29: Notices to Holders-Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 30: Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement, 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. Ail cancelled Certificates held by the Paying Agent/Registrar shall be returned to the City. -33- 640ZD ,· .- SECTION 31: Printed Opinion. The Purchasers• obligation to accept delivery of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski, Attorneys, approving the Certificates as to their validity, said opinion 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 32: CUSIP Numbers. 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 the Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 33: 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 34: 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 35: 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 36: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 37: 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. -34-64020 No Text ,..., SECTION 38: Severability. lf any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this ·ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 39: 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 40: 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) -35-1402D ,, EXHIBIT" A 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 Nationa 1 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 Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" (the "Securities") in the aggregate principal amount of $4,030,000, 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 No Text 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 a 11 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- .-- "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- No Text "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- 6419SD ·--~··-·---· I' 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. -5-64950 No Text 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 21 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- 64950 No Text 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 reasonable care 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- '4 9 S D No Text (c) No prov1s1ons 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, op1n1on, 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 1 iable 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. -8-6o49SD I' Section 5.05. Moneys Held by the Bank Separate Account/Collateraliza 7t~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 co llatera 1 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 mail, return receipt requested, to the -9-64950 I' 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 capabi 1 i ty and, to the extent within its control, wi 11 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 m~iled 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-'49SD No Text Section 6.06. Severability. In case any provision here in sha 11 be inva 1 id, i llega 1, 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- 649SD .- 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: 64950 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. 0. 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 S.am<' \If ISSut.'l' Texas Commerce Bank National Association Re: $4,030,000 "City of Lubbock, Texas, Combination Tax and Gentlemen: Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" (Issue Oesenpllon) EXHIBIT B April 26, 1991 (Date) The purpose of this letter 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 o( the Issuer \Ooith (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 ("OTC"). (the "Underwnter1 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 OTC: 1. Subsequent to Closing on the Bonds on May 30 , 19 91 , th~re 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: "'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.• No Text ,... • 2. In th~ ~wnt of .my solicit.1tion of consents from and voting by hold~rs of th~ Bonds, the lssu~r or Agent, shall ~t.1blish a record Jat~ for such purposes and give DTC notice of such record d.1t~ not less than IS calendar days in .1dvance of such ~ord dat~ to th~ extent possible. 3. In the ~vent of .1 redemption or any other similar trans.1ction resulting in retirement of all Bonds outstanding or a reduction in ,,ggreg.,t~ principal dmount of Bonds outstanding ("full or partial redemption") or an advance refunding of all or part of th~ Bonds outstanding, the Issuer or Agent, shall give DTC notice of such event 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. 4. In the event of a partial red~mption or an advance refunding of part of the Bonds outstanding, the Issuer or Agent shalt 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 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 th~ use of such means and timeliness of the notice.) 6. All notices and payment ad\'ices sent to DTC shall cont~in 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 Oepartm~nt at (516) 227-&070. Notices to DTC by mail or any other means shall be sent to: The Depository Trust Compo~ny Call Notification Department Muni Reorganization Manager 711 Stewart Avenue Garden City, NY 11530 8. Interest payments shalt 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.1ny Muni Red~mption 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 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. 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 wiU 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. 1-1. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer. Note$: •· If there is no organization acting as Agent for lhe Issuer, ~nd an obr.gations in this letter of Representations are to be assumed sole~ by the Issuer, references to such Agent may be inked out. b. Neither OTC nor (Cede & Co.) provides consents with respect to any security. Under its usual procedures. DTC mails an Omnibus Proxy lo the Issuer as soon as possible after lhe record date. The Omnibus Proxy assigns Cede & Co.'s voting rights to those Participants having the security c:tedited to their accounts on the record date (identified in a listing attached to the Omnibus Proxy). The requirement to advise DTC of the record date for the sof!Citation 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 of part of an issue is published (the ·Publication Date1. The establishment of such a Publication Date is addressed In paragraph 4 of the letter. Received and Accepted: THE DEPOSITORY TRUST COMPANY Br----------------------------------<Authoriud Ofr~·s SigN hire I cc: Underwriter Underwriter's Counsel Very truly yours, Texas Commerce Bank National Association IAulhorurd Otriccr"s Sign.tlure) ITitk•l City of Lubbock. Texas lu fssuerl IAulhorizrd OffK~'s Signature) Mayor llitlcl No Text SCHEDULE A Year of Principal Interest Stated Maturity Amount Rate 1992 $ 200,000 8.75\ 1993 200,000 8.75\ 1994 200,000 8.75\ 1995 200,000 8.75\ (""', 1996 200,000 8.75\ 1997 200,000 8.75\ 1998 200,000 8.75\ 1999 200,000 8.75\ 2000 200,000 8.50\ 2001 200,000 6.25\ 2002 200,000 6.40\ 2003 200,000 6.50\ 2004 200,000 6.50\ 2005 200,000 6.50\ 2006 205,000 6.25\ 2007 205,000 6.25\ 2008 205,000 6.25\ 2009 205,000 5.75\ 2010 205,000 5.75\ 2011 205,000 5.75\ !". No Text ,.... . 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 execution and delivery of its "City of Lubbock, Texas, Public Property Finance Contractual Obligations, Series 1991" (the "Contracts") in the aggregate amount of $1,085,000, such Contracts to be issued in fully registered form only as to the payment of the Installment Amounts and interest thereon; and WHEREAS, the Contracts are scheduled to be delivered to the initial contracting party on or about May 30, 1991; and WHEREAS, the Issuer has selected the Bank to serve as paying agent, registrar and transfer agent with respect to such Contracts; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and is duly qualified and otherwise capable of performing the duties and responsibilities contemplated by this Agreement with respect to the Contracts; 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 Contracts, and, as Paying Agent for the Contracts, the Bank shall be responsible for paying on behalf of the Issuer the Installment Amounts and accrued interest thereon as the same shall become due and payable to the Contracting Parties; all in accordance with this Agreement and the "Contract Resolution" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Contracts and, as Registrar for the Contracts, the Bank shall keep and maintain for and on behalf of the Issuer books .- and records as to the parties to said Contracts entitled to payment and with respect to the transfer and exchange thereof as provided herein and in the "Contract Resolution". The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Contracts. 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 prov1s1ons 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: 65040 "Acceleration Date" on any Contract means the date on and after which the Installment Amounts or any or all accrued interest thereon, or both, are due and payable on any Contract which has become accelerated pursuant to the terms of the Contract. "Bank Office" means the principal offices _of the Bank located in Lubbock, Texas, as indicated on page 12 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Contract Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfers of Contracts. "Contract Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to -2- No Text J which the Contracts are authorized to be executed and delivered, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. "Contracting Party" means the Person in whose name a Contract is registered in the Contract Register. "Fiscal Year" means the fiscal year of the Issuer, ending September 30th. "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. "Payment Date" means the date specified in the Contract Resolution the Installment Amounts are scheduled to be due and payable. "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 Contracts" of any particular Contract means every previous Contract evidencing all or a portion of the same obligation as that evidenced by such particular Contract (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Contract for which a replacement Contract has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Contract Resolution). 6 5 0 4 0 "Prepayment Date" when used with Contract to be prepaid means the date prepayment pursuant to the terms of Resolution. respect to any fixed for such the Contract "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 -3- \. I' 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. Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Contracts (Contract)" have the meanings assigned to them in the recital paragraphs of this Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the same meanings ascribed thereto in the Contract Resolution. The term "Paying Agent/Registrar" refer-s to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the Installment Amount of each Contract on its Payment Date, Prepayment Date, or Acceleration Date, to the Contracting Party upon surrender of the Contract 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 Contract when due, by computing the amount of interest to be paid each Contracting Party and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. All payments of Installment Amounts and/or interest on the Contracts to the Contracting Party shall be accomplished ( 1) by the issuance of checks, payable to the Contracting Party, 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 Contract Register or (2) by such other method, acceptable to the Bank, requested in writing by the Contracting Party at the Contracting Party's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the Installment Amounts of the Contracts and the interest thereon at the dates specified in the Contract Resolution. -4- 6 50 4 D No Text •' ARTICLE FOUR REGISTRAR Section 4.01. Contract 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 "Contract Register") for recording the names and addresses of the Contracting Parties to the Contracts, the transfer, exchange and replacement of the Contracts and the payment of the Installment Amounts and interest on the Contracts to the Contracting Parties and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and Bank may prescribe. All transfers, exchanges and replacement of Contracts shall be noted in the Contract Register. Every Contract surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Contracting Party or his agent duly authorized in writing. · The Bank may request any supporting documentation it feels necessary to effect a re-registration, transfer or exchange of the Contracts. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Contracts, the exchange or transfer by the Contracting Parties will be completed and new Contracts delivered to the Contracting Party or the assignee of the Contracting Party in not more than three (3) business days after the receipt of the Contracts to be cancelled in an exchange or transfer and the written instrument of transfer or · request for exchange duly executed by the Contracting Party, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Contracts. The Issuer shall provide an adequate inventory of printed Contracts to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Contracts will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Contracts in safekeeping, which shall be not less than the care maintained -5- 65040 -------------------------------· ..... ,..... . ,,.. by the Bank for debt securities corporations for which it serves maintained for its own securities. of other governments as registrar, or that Section 4.03. Form of Contract Register. or is The Bank, as Registrar, will maintain the Contract Register relating to the registration, payment, transfer and exchange of the Contracts 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 Contract Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Contract 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 Contracting Parties. 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 Contract Register. The Issuer may also inspect the information contained in the Contract 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 Contract 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 Contract 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 Contract Register. Section 4.05. Return of Cancelled Contracts. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Contracts in lieu of which or in exchange for which other Contracts have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost or Stolen Con- tracts. The Issuer hereby instructs the Bank, subject to the provisions of Section 11 of the Contract Resolution, to deliver and issue Contracts in exchange for or in lieu of mutilated, -6- 65040 No Text destroyed, lost, or stolen Contracts as long as the same does not result in an overissuance. In case any Contract shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, may execute and deliver a replacement Contract of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Contract, or in lieu of and in substitution for such destroyed lost or stolen Contract upon approval by the Issuer and after (i) the filing by the Contracting Party with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Contract, and of the authenticity of the ownership thereof and ( i i) 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 Contract shall be borne by the Contracting Party to the Contract mutilated, or destroyed, lost or stolen. Section 4.07. Transaction Information to Issuer. The Bank wi 11, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Contracts it has paid pursuant to Section 3.01, Contracts it has delivered upon the transfer or exchange of any Contracts pursuant to Section 4.01, and Contracts it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Contracts pursuant to Section 4.06. ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the 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- 6 5 0 4 D I' 1. (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 Contracts, but is protected in acting upon receipt of Contracts containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Contracting Party or an agent of the Contracting Party. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, op1n1on, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Contracts 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 Contracting Party to any Contract, or any other Person for any amount due on any Contract from its own funds. Section 5.04. May Hold Contracts. The Bank, in its indi vidua 1 or any other capacity, may become the owner or pledgee of Contracts 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. -8-65040 -------~---------------·--· No Text Section 5.05. Moneys Held by Bank -Separate Account/ Collateralization. ~~~~--~~~~--~~~--~~~~~~~~~ A separate account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the Contracts, and money deposited to the credit of such account until paid to the Contracting Parties to the Contracts shall be continuously collaterialized by securities or obligations which qualify and are eligible under both the laws of the State of Texas and the laws of the United States of America to secure and be pledged as collateral for 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 Contracting Party 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 any Contract, including interest thereon, and remaining unclaimed for four years after final maturity of the Contract has become due and payable will be paid by the Bank to the Issuer, and the Contracting Party to such Contract sha 11 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 offices of the Issuer is located, and agree that service of process by -9-65040 No Text -1 certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of 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 Contracts 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 ~ermitted 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. 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- 65040 --------------------------------------- • -· • Section 6.06. Severability. In case any provision herein shall unenforceable, the validity, legality, the remaining provisions shall not in impaired thereby. be invalid, illegal, or and enforceability of any way be affected or 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 Contract 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 Contract Resolution, the Contract 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 Installment Amounts and interest on the Contracts to the Contracting Parties 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 Contracting Parties to the Contracts of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Contracts. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Contract Register (or a copy thereof), together with other pertinent books and records relating to the Contracts, to the successor Paying Agent/Registrar designated and appointed by the Issuer. -11- 6SO"'D '------------------------··· !' i" . ~ -, 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] · .. CITY OF LUBBOCK, TEXAS BY xi C./JL~~ !Mayor · Address: P. o. Box 2000 Lubbock, Texas 79457 TEXAS COMMERCE BANK NATIONAL ASSOCIATION Lubbock, Texas -:-.• _;._ ~ ., __ -:(SEAL)· ATTEST: _· ........ - ~~~ & TRUST OFFIL~ti 6 S 0 4 D BY '"EN~--·~~=-------::-:=:: • VIC~ PRESIDE;NT &.< TRUST 9ff!<;sR Mailing Address: P. o. Box 841 Lubbock, Texas 79408 Delivery Address: 1314 Avenue K Lubbock, Texas 79401 -12- ... ! • ""\ ' .. J ~' ne" 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 $ 75.00 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 ANO AGENT, IF ANY City of Lubbock, Texas Texas Commerce Bank National Association Re: $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" Cent Iemen: (Issue Oesenptionl April 26, 1991 (0.1181 The purpose of this letter 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 ·~.gent, 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 Cthe "Oocument(s)"). Im;. f,r Associate.s . Rauscher Pierce Ref snes, I IS d1stribuhng lhe oonds through The Oepos1tory Trust Company ( .. OTC"). (lhe "UndetWnter, To induce OTC 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 foltowing representations to DTC: 1. Subsequent to Closing on the Bonds on May 23 . 19 91 . there shall be deposited with DTC one Bond certificate in registered form registered in the name of DTCs nominee, Cede & Co., for each stated maturity or the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal amount or 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 shaiJ bear the following legend: "Unless this certificate is presented by an authorized representative of The Depository Tl'l:lst 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 WRONCFUL since the registered owner hereof, Cede & Co., has an interest herein. • .- 2. (n th~ ~v~nt of . .my solicitation of cons~nts from and voting by holders of the Bonds, the Issuer or Agent, sh.lll ~tablish a record Jate 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 ,,ggr~gate 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 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 OTC'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 CUSJP 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 ~nt to OTC by a secure means (e.g., legible facsimiJe 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 OTC by facsimile transmission shall be sent to DTC's Call Notification Department at (516) 227-4039 or (516) 227-4190. The Agent shalt 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 Comp~ny 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 OTCl. 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: No Text - -The Depository Trust Comp.tny :\funi Red~mption Oepartmt?nt 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 DTC 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, 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 wiiJ 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. N there is no organization acting as Agent lor the Issuer. and an obligations in this Letter of Representations are to be assumed sofety by the Issuer, references to such Agent may be inked out. b. Neither OTC nor (Cede & Co.) provides consents with respect to any security. Under Its usual procedures. OTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. T'he 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 Hsting attached to the Omnibus Proxy). The requirement to advise DTC of the record date lor the sof'ICitation 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 of part of an issue is published (the "Publication Date1. Tl1e establishment of such a Publication Date is addressed in paragraph .( of the letter. cc: Underwriter Underwriter's Counsel Very truly yours, ASSi51ANi ',·.~. .~. TR! 'S' O",.'C""I! City of Lubbock. Texas Mayor CliCk: I Association , .. , .. - SCHEDULE A Year of Principal Interest Stated Maturit~ Amount Rate 1992 $ 200,000 8.75\ 1993 200,000 8.75\ 1994 200,000 8.75\ 1995 200,000 8.75\ 1996 200,000 8.75\ 1997 200,000 8.75\ 1998 200,000 8.75\ 1999 200,000 8.75\ 2000 200,000 8.50\ -2001 200,000 6.25\ 2002 200,000 6.40\ 2003 200,000 6.50\ 2004 200,000 6.50\ 2005 200,000 6.50\ 2006 205,000 6.25\ 2007 205,000 6.25\ 2008 205,000 6.25\ 2009 205,000 5.75\ 2010 205,000 5.75\ 2011 205,000 5.75\ I" - - - /" .. .. \ - - 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 "Ci~y 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 $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, 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 derived from the ownership and operation of the City's Exhibition Hall/Auditorium (the "Facilities") to the payment of the principal and interest to become due with respect to the proposed "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" dated May 15, 1991, said income and revenues of the Facilities have not been pledged or hypothecated in any other manner or for any other purpose; and the above obligations evidence the only lien, encumbrances or indebtedness of said Facilities or against the income and revenues of said Facilities. -2- ' 4 9 9 0 No Text - 7. Relative to Management Agreement. The Land Acquisition and Management Agreement dated as of February 28, 1991, by and between the City of Lubbock and Science Spectrum, Inc. relating to the operation of the Exhibition Hall/Auditorium is attached hereto as Exhibit B and incorporated herein for all purposes. 8. Relative to No-Petition. 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 issu~nce of the proposed "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991". 9. Relative to Interest Earnings. That interest earnings on proceeds from the sale of $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) 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 the construction of improvements and extensions being financed by such obligations, such interest earnings, upon approval of the governing body of the City, will be used for the construction of improvements and extensions for which such obligations are being issued. WITNESS OUR aANDS AND THE SEAL OF THE CITY OF LUBBOCK, TEXAS, this the ~~'f-t. day of fiPR/t-, 1991. Texas ~~ CiseCrefacy,l:it:y of Lubbock, Texas (C~ty· Seal) -3- '"990 .- c:( C I TY OF LUBBOCK, TEXAS ....... -al -:I: >< FISCAL LLJ YW JEW ISSUES EliDDfG OO'l'ST.AliDIKG DEB! <DJIBliED :RDJOIIEIEift'S GWD roTAL COKBIIIED IEQOIUID'Jft'S 9-30 PiDICIPAL mmst TOTAL PiDICIPAL mw:sr roTAL PiiiCIPAL Dl!!it'St MAL 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 1,407,281 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 6,019,434 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 1,275,000 973,2&1 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 6,426,423 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 3,525,48& 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 16,950 581,950 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 20ll 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 ( { ( ( ( ( ( ( ( { ( No Text CITY OF LUBBOCK, TEXAS DIVISION OF GENERAL OBLIGATION DEBT LESS: LESS: LESS: LESS: WATERI«lRKS SEWER SYSTEM GOLF axJRSE SOLID WASTE GEHERAL FISCAL SYSTEM SYSTEM SYSTEH DISPOSAL SYSTEM PORPOSE YEA! GENERAL GENERAL GENERAL GEHERAL GENERAL ENDING COHBmD OBLIGATIOH OBLIGATIOH OBLIGATIOH OBLIGATIOH OBLIGATIOH 9-30 :REQUIREMENTS IEQOIREKEHTS IEQOIREIIEHTS REQOIREKEIITS REQOiiEHEHTS REQUIREHEHTS 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 1,029,524 111,958 777,156 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 - EXHIBIT A No Text ,,,.., ... , .. ""'...,.,. ......... _. REQUIREMENTS OF SERIES 1991 Cl NEW ISSUES 1-<XIIIBIJA'fiOII f.U AIID a5 -QlD1111!1011 'f.U 1m IIUD:QICS EDW'flOII IALL/liJDI20liUI COIIBIII1fiOII f.U UD SQLID :r: FlSClL SISTEII stlBOiDWB LIE1 lMKDE (LIIIIfm PLW:!) UVDO! WASt! DISR)S.U. SIS'l'EI IMIIOI l'lllli.IC PIIOPDn PWICE >< L4l IW li!m.\L QILIQfiQI BCIDS cr.mrzcur.s or aiLIQfiOII C'!I!IliCUES OP Olli.IW'IOII CD!IFICUES or OiliJC&fiCI <XliiDAC!IW. aiLIW'IOIIS EIID~ ImllSf llr!IES! IJ!!IES! IJ!EI!S'l' IJmEST OlJim!l) ~30 PWCIP1I. W£ ImUST PIIIICIP1I. . --U1'E IJmESf PIIJICIP1I. WE IXT!IES! PWCIP1I. WE ImiEST PWCIP1I. 1m ImU.ST UQOilmlltS 1991 1992 100,000 a. 1St 1'19,117 &05,000 a. 1St 1,437,1S9 200,000 I. 1St 360,llS m,ooo 7.101 19,92& 515,000 119,976 3,46l,07S 1993 100,000 I. 1St 133,-ns &05,000 I.?St 1,072,106 200,000 a.?St 261,150 115,000 7.10\ 62,075 ss,ooo 90,309 2,902,766 1994 100,000 a.?St • 124,97S 105,000 1.75\ 1,002,369 200,000 I.?St 251,350 11S,OOO 7.10\ 53,105 ss,ooo IS,lSl 2,791,952 1995 100,000 a.?St 116,225 &05,000 a.?St 931,931 200,000 I. 1St 233,&50 11S,OOO 5.10t 45,215 515,000 79,997 2,612,2&1 1996 100,000 a.m 107,47S &05,000 I.?St &61,494 200,000 a.?St 216,350 m,ooo 5.90\ 31,554 S5,000 9.3750\ 74,Ul 2,573,717 1997 100,000 a.?St 91,-ns 105,000 1.75\ 791,056 200,000 a.m 19a,a50 115,000 6.00\ 31,715 ss,ooo 69,114 2,465,230 1991 100,000 I.?St &9,m 105,000 I. '1St 720,619 200,000 a.m 111,350 m,ooo 6.10\ 24,7SI 55,000 65,126 2,3S6,W 1999 100,000 I.?St t1,225 105,000 a.?St 650,1U 200,000 1.m 163,150 115,000 6.25\ 17,6S6 55,000 60,369 2,241,2U 2000 100,000 1.70\ 72,500 &05,000 1.60\ 580,341 200,000 1.50\ 146,600 115,000 6.25\ 10,469 515,000 515,611 2,140,SU 2001 100,000 6.25\ 65,025 105,000 6.25\ 520,576 200,000 6.25\ 131,150 110,000 6.~ 3,431 515,000 8.6500\ 50,154 2,041,743 2002 100,000 6.40\ 51,700 &05,000 6,40\ 469,660 200,000 6.40\ 119,200 515,000 46,000 1,153,560 2003 100,000 6.50\ 52,250 &05,000 6.50\ 417,731 200,000 6.50\ 106,300 515,000 41,050 1,777,331 2004 100,000 6.50\ 45,750 &05,000 6,50\ 36S,W 200,000 6.50\ 93,300 55,000 36,100 1,700,563 2005 100,000 6.50\ 39,250 105,000 6.50\ 313,0&1 200,000 6.50\ 10,300 ss,ooo 31,150 1,623,711 2006 100,000 6.25\ 32,17S &05,000 6.25\ 261,769 205,000 6.25\ 67,394 ss,ooo 9.0000\ 26,200 1,m,m 2007 100,000 6.25\ 26,625 105,000 6.25\ 211,456 205,000 6.25\ 54,511 55,000 21,216 1,471,&71 2008 100,000 6.~ 20,37S 110,000 s.m 163,013 205,000 6.25\ 41,769 55,000 16,197 1,W,353 2009 100,000 5.7St 14,37S uo,ooo 5.75\ 116,431 205,000 5.7St 29,469 50,000 11,406 1,336,611 2010 100,000 5.75\ 1,625 uo,ooo 5.7S\ 69,&63 205,000 5.7St 17,611 50,000 '·'" 1,261,012 2011 100,000 5.75\ 2117S 1101000 5.7St 231211 2051000 S.7S\ 51194 501000 9.1250\ 21211 111991331 sz,ooo,ooo $1,370,737 $16,120,000 $10,910,962 $4,030,000 $2,761,913 $1,145,000 $376,915 $1,0&5,000 $990,564 $40,861,161 All rates established at sale of obligations. ( ( ( ( ( l ( l ( ( ( No Text ,..,. - {' ,\ 0 ' ~ 't ', DGV:da RESOLUTION Resolution No. 3554 February 28, 1991 Item #22 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and !: directed to execute for and on behalf of the City of Lubbock a Land Acqui- sition and Management Agreement between the City of Lubbock and Science Spectrum, attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 28th day of _...:.F..;;eb::..:r:.::u:::a::..ry"----' 1991. ;:{ ~ ' )'{L; e.~"~ B. C. McM~MAYOR . ' ,. '·,,APPROVED ·AS TO CONTENT: !~. '• ~I t t I ., o • · I • Robert Massengale, Assistant City Manager APPROVED AS TO FORM: -----Jtl-. _r~_\9:J.z~;~ D~er, First Assistant City Attorney No Text 5tl8£-l LAND ACQUISITION AND MANAGEMENT AGREEMENT between The City of Lubbock, Texas and Science Spectrum Dated as of February 28, 1991 No Text RECITALS Section 1.1. Section 1. 2. Section 1. 3. Section 1.4. Section 1. 5. Section 1.6. Section 1.7. Section 1. 8. Section 1. 9. Section 1.10. Section 1.11. Section 1.12. Section 1.13. Section 1.14. Section 1.15. Section 1.16. Section 1.17. Section 1.18. Section 1.19. Section 1.20. Section 1.21. Section 2.1. Section 2.2. Section 2.3. -• Section 3.1. Section 3.2. Section 3.3. Section 3.4. Section 3.5. S9ZIE-Z TABLE OF CONTENTS . . . . . . . . . . . . . . . . ARTICLE ONE DEFINITIONS AND GENERAL PROVISIONS Definitions . . . . . . . . . . Definitions of General Terms Computations . . . . . . . . . . Certificates and Opinions . . • Exhibits . . . . . . . . . . . • Benefits of Agreement . Inconsistent Provisions . . . . Governing Law . . . . . . . . . . . . . . • . . . . . . . . . . Incorporation of Recitals of the Parties Notices-Waivers . . . . . . . . Construction of Terms . . . . . . . Public Meeting . . . . . . . . . • . Effective Date • . . . . . • Term of Agreement . . ... . . . . . . . Waivers and Amendments . • . . . . . Successors and Assigns . . . . . . . . . Counterparts . . . . . . . . . . . . Table of Contents; Article Titles; Captions . . . . . . . . . Entire Agreement . . . . . . . . . . . . -Partial Invalidity . . . . . . . Further Assurances . . . . . . . . . . . ARTICLE TWO CITY'S INTENDED FINANCING City to Issue Obligations . . . . . . . Authority Retained in City . . . . . . . Conditions to Issuance of Obligations ARTICLE THREE CREATION OF FUNDS AND ACCOUNTS; CREDITS THERETO AND PAYMENTS THEREFROM Creation of City Funds and Accounts Deposits to Exhibition Hall/ Auditorium Fund . . • • . . . . • . . Deposits to Construction Fund . • . • . Payments from Exhibition Hall/ Auditorium Fund . . . . . • . . . PaYments from Construction Fund . . . . -i- 1 3 9 10 11 12 12 13 13 14 14 15 15 16 16 16 17 17 17 18 18 18 19 19 21 26 26 26 27 29 No Text Section 4.1. Section 4.2. Section 4.3. Section 4.4. Section 4.5. Section 4.6. Section 4.7. Section 4.8. Section 4.9. Section 4.10. Section 4.11. Section 4.12. Section 4.13. Section 5 .1. Section 5.2. Section 5.3. Section 5.4. Section 5.5. Section 5.6. Section 5.7. Section 5.8. Section 5.9. Section 5.10. Section 5.11. Section 5.12. Section 5.13. Section 5.14. Section 5.15. Section 5.16. Section 5.17. Section 6.1. Section 6.2. Section 6.3. Section 6.4. Section 6.5. s•z•E-3 ARTICLE FOUR CONVEYANCE OF PROPERTY Agreement to Convey and Accept • Closing • . . • • • • • . • . • Conditions to Closing •••....•. Evidence of Title • • • . • o o Representations and Warranties • . . • . The Manager's Covenants . o •• Prorations • • • • • • • o • Title Charges o • • • • Risk of Loss • • • • • • . • • • • . Condemnation • • • • • • • • • • • • Default by the Manager • Time of Essence • • • • . • • • • • Further Assurances • • • • • . • • • • • ARTICLE FIVE MANAGEMENT AGREEMENT Retention of Services • • • Manager's Authority ••••.••••• Control Retained in the City Relationship of the Parties Management of the Exhibition Hall/ Auditorium ••••••••.•• o •• Employees • • • • • • • • • . • • . Administrator • • • Inside Consultants • • • • . Outside Consultants .••••••• Recommendations Concerning Operations Legal Compliance • • • • • • • • • • • . Insurance o o • • • • • • • • • • • • • Rate and Fee Schedule • • • • • • • Preparation and Adoption of Annual Budget • • • • • • • • • • • • • • Accounting Records • • • • • • • • • • • Manager's Covenants Regarding Maintenance of Tax-Exempt Status of Certificates of Obligation • • • • • • • • • • Ownership in City • • • • • • • • • • • ARTICLE SIX DEFAULTS AND REMEDIES Events of Default . . . . . . . . Remedies • • • • • • • • • • Waiver of Stay or Extension Laws • Undertaking for Costs • • • • Termination of Proceedings • • • -ii- . . 31 32 34 35 38 39 40 40 40 41 42 42 42 43 43 44 45 46 47 48 48 48 49 49 49 50 50 51 52 61 62 64 65 65 66 No Text Sect ion 7. 1. Section 7.2. Section 7.3. SIGNATURE PAGE St21E-4 ARTICLE SEVEN PURCHASE OPTION -Conditional Agreement of Purchase and Sale . . . . . . .. . . . . . . . . Preservation of Status of Property . Proceeds of Sale . • . . . • . . . . . . -iii- 67 69 70 71 No Text This Land Acquisition and Management Agreement (the "Agreement") is made and entered into as of the 28th day of February, 1991 by and between the City of Lubbock, Texas (the "City"), a home-rule city of the State of Texas duly organized and existing pursuant to its charter and the laws of the State of Texas, and Science Spectrum (the "Manager"), a non-profit corporation organized under the laws of the State of Texas and qualified as a tax exempt organization under Section 50l(a) of the Internal Revenue Code as an organization described in Section 50l(c)(3) of the Internal Revenue Code; for the following purposes and considerations, to-wit: RECITALS OF 'THE PARTIES WHEREAS, the Manager has been actively engaged in the development and promotion of educational and scientific demonstrations and exhibits in the City, and WHEREAS, IMAX Systems Corporation ("ISC") of Toronto, Ontario, Canada, is one of the world's leading designers, manufacturers, and producers of audiovisual equipment used in the production of exhibitions for .cultural, scientific, and educational purposes, and WHEREAS, ISC has provided the necessary audiovisual equipment for the establishment of exhibition halls/auditoriums ,-,. ..• - ,.., in a number of locations in .the United States and such exhibition halls/auditoriums have demonstrated their value in advancing the cultural, educational, and scientific development of the communities in which they are located, and WHEREAS, the Manager has entered into arrangements with ISC for the delivery of a system suitable for the operation of ·an exibition hall/auditorium in the City, to be used for presentation of cultural, scientific, and educational programs, which arrangement includes the lease of necessary audiovisual equipment which is subject to patent and trademark rights owned by ISC, and WHEREAS, the City, for the benefit of all the citizens of the City, desires to provide, pursuant to statutory authority in Tex. Rev. Civ. Stat. Ann. art. 1269j-4.1 (Vernon Supp. 1991), an exhibition hall/auditorium for cultural, educational, and· scientific programs and to contract with the Manager in the ac"quisition of certain land and the management of an exhibition hall/auditorium utilizing audiovisual equipment of the type provided by ISC, and WHEREAS, the City and the Manager desire to enter into this Agreement for the purpose of evidencing their respective agreements and intentions concerning such project: -2- 5 _9 Z 6 E No Text NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein set forth, the parties hereto agree as follows: ARTICLE ONE DEFINITIONS AND GENERAL PROVISIONS Sect ion 1.1. Definitions. In this Agreement the following terms have the following respective meanings unless the context hereof clearly requires otherwise: "Account" means any of the accounts referred to herein or created or affirmed by an Ordinance. "Act" means Tex. Rev. Civ. Stat. Ann. art 1269j-4.1 (Vernon Supp. 1991) as now in effect or as hereafter amended. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or the power to appoint and remove its directors, by contract, -3- ,- ,... or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Agreement" .means this Land Acquisition and Management Agreement as originally executed or as amended from time to time by the parties. "Bond Counsel" means any attorney or firm of attornies of nationally recognized standing in the field of municipal bond law. "Budget" means the annual budget for the operation and maintenance of the Exhibition Hall/Auditorium. "Business Day" means any day other than (1) a Saturday or a Sunday, (2) a legal holiday or the equivalent on which banking institutions generally are authorized or requested to close in the City, or (3) a day of which the New York Stock Exchange is closed. •certificate Concerning Tax-Exempt Status and Related Matters• means a certificate, -in form and substance satisfactory to Bond Counsel, to be executed by an authorized officer of the Manager as of the Issue Date, relating to such matters as Bond Counsel may deem necessary in order to opine regarding the status of the interest on the Certificates under federal income tax law. -4- S-9 Z 6 £ No Text l"" - "Certificates of Obligation" means the combination tax and limited exhibition hall/auditorium revenue certificates of obligation of the City issued for the purpose of financing the construction and improvement of the exhibition/hall auditorium and the acquisition of the Site. "City" means the City of Lubbock, Texas. "Closing" has the meaning given in Section 4.2.(a). "Closing Date" has the meaning given in Section 4.2.(a). "Code" means the Internal Revenue Code of 1986, as amended and in force and effect on the Issue Date. "Contractual Obligations" means the general obligation contractual obligations of the City issued for the purpose of financing acquisition of an interest in the Equipment. "Counsel" means an attorney or attornies selected by the Person such Counsel represents and qualified to perform the services required of such Counsel under this Agreement. "Effective Date" means the date specified in Section 1.13. -5- .• "Equipment" means the personal property leased by ISC to the Manager pursuant to the Lease. "Event of Default" means the occurrence of any event specified as an Event of Default in Section 6.1. "Exempt Person" means any organization described in Section 501(c)(3) of the Code and exempt from tax under Section SOl(a) of the Code, the District of Columbia, any state of the United States, any possession of the United States, and any political subdivision of any such State or possession if such political subdivision has more than an insubstantial amount of any of the power to tax, the power of eminent domain, or the police power. "Exhibition Hall/Auditorium" means the public building ~f the City owned and operated pursuant to authority granted in the Act, located on the Site, and the construction and improvement of which is financed by the Certificates. "Fiscal Year" means the twelve-month accounting period of the Person with respect to which such term is used. "Fund" means any of the funds referred to in this Agreement or created or affirmed by an Ordinance. . -6- S .9 2 6 E i" "Gross Revenues" means all receipts, revenues, and moneys of every kind paid or payable to the City as a result or consequence of owning the Site, Exhibition Hall/Auditorium, or an interest in the Equipment (other than restricted grants or gifts and proceeds of instruments). "ISC" means Ontario, Canada. IMAX Systems Corporation of Toronto, "Instruments~ means the Certificates and the Contractual Obligations, collectively. "Issue Date" means, as to the Instruments, the date of the authentication and delivery of the initial obligations of the Instruments in exchange for the purchase price therefor. "Lease" means the System Lease Agreement between the Manager and ISC. · "Maintenance and Operating Expenses• means the expenses of operation and maintenance of the Site, the Exhibition Hall/Auditorium, and the Equipment, including, without limitation, all salaries, management fees, labor, materials, interest, repairs and additions necessary to render efficient service, and all payments required to _be made to ISC under the Lease. -7- S .t Z 'E No Text - "Manager" means Science Spectrum. "Net Revenues" means Gross Revenues less Maintenance and Operating Expenses. "Official Statement" means any disclosure document or combination of documents prepared in connection with the offering and issuance of the Instruments. "Opening" means the date upon which the Exhibition Hall/Auditorium is ready for use as certified in writing by the Manager to the City. "Opinion of Counsel" means a written opinion of Counsel. "Ordinance" means the written document or documents in the form finally approved and adopted by the City Council of the City authorizing the issuance of the Certificates or the Contractual Obligations. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof. "Primary Goal" has the meaning given in Section 5.1. -8- ,. "Purchase Price" means $ /,5(; 000 I QC) I I being the total amount to be paid by the City to the Manager at Closing on the Closing Date for the acquisition of the Site, exclusive of all Costs of Closing. "Regulations" means the applicable proposed, temporary, or final Income Tax Regulations promulgated under the Code, as such regulations may be amended or supplemented from time to time. "Site" has the meaning given in Section 4.1.(a). "Statutes" means the statutory authority for the authorization and issuance of the Instruments. "Term" has the meaning given in Section 1.14. "Written Policies and Procedures" means written directions, orders, or guidelines of the City relating to the operation and management of the Exhibition Hall/Auditorium and Equipment as in effect from time to time and delivered to ·the Manager. Section 1.2. Definitions of General Terms. Unless the context shall clearly indicate otherwise, or may otherwise require, in this Agreement the terms "herein", "hereunder", -9-s _t z • E - ,.., "hereby", "hereto", "hereof" and any similar terms refer to this Agreement as a whole and not to any particular article, section or subdivision hereof. Unless the context shall clearly indicate otherwise, or may otherwise require, in this Agreement: (i) references to articles, sections and other subdivisions, whether by number or letter or otherwise, are to the respective or corresponding articles, sections or subdivisions of this Agreement as such articles, sections or subdivisions may be amended from time to time; (ii) references to articles, chapters, subchapters and sections of the Statutes, or to any public law or other statute of the United States or any section thereof, are to the respective or corresponding articles, chapters, subchapters, sections and statutes as they may be amended from time to time; . (iii) the word "heretofore" means before the date of execution of this Agreement, the word "now" means at the date · of execution of this Agreement, and the word "hereafter" means after the date of execution of this Agreement . .. Section 1.3. Computations. Unless the person making the computation has actual knowledge. that facts shall then be otherwise, all computations required for the purposes of this Agreement shall be made on the assumption that: (i) the principal of and interest on the Instruments shall be paid as and when the same become due; and (ii) all credits required by -10- S .9 2 6 E No Text this Agreement to be made to any _Fund or Account shall be made in the amounts and at the times required. Section 1.4. Counsel may be Certificates and Opinions. qualified by reference Any Opinion of to bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights and similar matters. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the. opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any c~rtificate or opinion of an officer of the City may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, Counsel, unless such officer knows, or in the exercise of ordinary care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to -11-. 5.9 Z • E No Text - l' factual matters, upon .a certificate or opinion of, or representations by, an officer or officers of the City stating that the information with respect to such factual matters is in the possession of the City, unless such Counsel knows, or in the exercise of ordinary care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument. Section 1.5. Exhibits. Attached to and by reference made a part of this Agreement are the following exhibits: Exhibit A: Form of Supplemental Opinion of Bond Counsel Exhibit a: Metes and Bounds Description of the Site Exhibit C: Title Exceptions Section 1. 6. Benefits of Agreement. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the -12- 5 ·9 z 'E. No Text Manager, and the owners from time to time of the Instruments, any right, remedy, or claim, leg a 1 or equitable, under or by reason of this Agreement or any provision hereof, this Agreement and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Manager, and the owners from time to time of the Instruments. Section 1. 7. Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, which are in direct conflict or inconsistent with any provision of this Agreement are hereby repealed 'tO the extent of such conf·lict and the provisions of this Agreement shall be and remain controlling as to the matters contained herein; provided, however, that to the extent of any conflict between the provisions of this Agreement and the Ordinances, the provisions of the Ordinances shall control. The parties agree that no provision of the Ordinances or the Instruments shall ever be construed as impairing the obligation of this contract it being expressly agreed that the provisions of this Agreement shall be subject and subordinate in all respects to the provisions of the Ordinances and the Instruments. Section 1.8. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. -13- 5926E - . .- ·' Section 1.9. Incorporation of Recitals of the Parties. The recitals of the parties contained in the preamble hereof are hereby incorporated by reference and made a part of this Agreement for all purposes as if the same were restated in full in this Section. Section 1.10. Notices-Waiver. Wherever this Agreement provides for notice of any event, such notice shall be 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 the party to receive such notice specified below at the close of business on the Business Day next preceding the mailing of such notice. S -926E If to the City at: City of Lubbock, Texas Municipal Building 1625 13th Street Lubbock, Texas 79401 Attention: Assistant City Manager for Financial Services -14- .... If to the Manager at: Science Spectrum 5052 50th Street Lubbock, Texas 79414 Attention: President Where this Agreement provides for notice in any manner, such notice may be waived in writing by the party 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. Section 1.11. Construction of Terms. If appropriate in the context of this Agreement,. 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. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities . are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto. Section 1.12. Public Meeting. It is officially found, determined, and declared by the City that the meeting at which -15-s.• z • E - this Agreement is approved by the City 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 Agreement, was given, all as required by Article 6252-17, · Vernon's Texas Civil Statutes, as amended. Section 1.13. take effect and be Effective Date. This Agreement shall in full force upon its execution and delivery by the parties hereto. Section 1.14. Term of Agreement. The term of this Agreement shall be the period of time from the latest date shown as the date either the City or the Manager executed this Agreement unti 1 the date which is the date the final payment from the City to the Manager is due pursuant to Section 3.4(a) hereof, unless sooner terminated as provided in this Agreement. This Agreement sha 11 terminate automatically, and without the requirement of any action by the parties, upon notification by the .Internal Revenue Service to the Manager that it is no longer an organization described in Section 501(c)(3) of the Code. Section 1.15. Waivers and Amendments. Except with respect to waivers referred to in Article Four which may occur as provided in Article Four, any provision of this Agreement may be waived if, but only if, such waiver is in writing and -16- No Text signed by the City and the Manager. Any provision of this Agreement may be amended by any provision of the Ordinances and otherwise if, but only if, such amendment is in writing and is signed by the City and the Manager. No waiver or amendment shall be effective if such waiver or amendment would have a material adverse effect on the rights of the owners from time to time of the Instruments. Section 1.16. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of · the parties hereto and their respective permitted successors and assigns. The Manager agrees that it wi 11 not assign this Agreement or take or permit the taking of any action which would result in a successor to the Manager without the prior written consent of the City, which consent may be withheld in the City's sole and absolute discretion. Section 1:17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 1.18. Table of Contents; Article Titles; Captions. The Table of Contents, Article Titles, and Section Captions in this Agreement are inserted for convenience of reference only and in no way define, describe, limit, or expand -17- ,· .~ the scope or intent of this Agreement or any of the provisions hereof. Section 1.19. Entire Agreement. This Agreement contains the entire agreement between the parties relating to the transactions contemplated hereby on its Effective Date. All prior or contemporaneous agreements, understandings, representations or statements, oral or written, are superseded hereby. It is expressly provided that amendments to this Agreement may be made by the Ordinances. Section 1.20. Partial Invalidity. Any provision of this Agreement which is unenforceable or invalid or the inclusion of which would affect the validity, legality, or enforcement of this Agreement shall be of no effect, but all the remaining provisions of this Agreement shall remain in full force and effect. Section 1. 21. Further Assurances. Both the City and the Manager agree that it will without further consideration execute and deliver such other documents and take such other action as may be reasonably . requested by the other party to consummate more effectively the transactions contemplated hereby. [END OF ARTICLE ONE] -18- 5926E ,- I"· ARTICLE TWO CITY'S INTENDED FINANCING Section 2.1. City to Issue Obligations. Subject to the conditions set forth in this . Article Two, the City agrees to borrow the sum of at least Five Million and No/100 Dollars {$5,000,000.00) to acquire the Site and to finance the construction and equipment of the Exhibition Hall/Auditorium. Such borrowing is to be · evidenced through the issuance of Certificates of Obligation, the interest on which is excludable from gross income of the owners thereof for federal income tax purposes, Contractual Obligations the interest on which may be includable in gross income of the owners for federal income tax purposes. All financial obligations of the City pursuant to this Agreement are conditioned upon, and are in all respects subject to, the issuance by the City of the Instruments and upon the Manager fulfilling its obligations pursuant to the Ordinances and this Agreement. The City shall at all times prior to the final maturity of the Certificates of Obligation own all portions of the property financed with the proceeds of the Certificates of Obligation. Section 2.2. Authority Retained in City. The City .. agrees to provide copies of the Ordinances to the Manager at least three weeks prior to their adoption in order to allow the -19-s .. z 'f No Text Manager to review and comment upon the provisions of the Ordinances. The Manager will be allowed three Business Days from, but not including, the day it receives the Ordinances to comment on the Ordinances. The City reserves the right to unilaterally . reject any comment it receives from the Manager. The City shall notify the Manager of any such unilateral rejection within three Business Days from, but not including, the day it receives the Manager's comments. In the event of any such unilateral rejection by the City, the Manager may, within one Business Day from, but not including, the day it receives the City's notice of rejection, notify the City of its termination of this Agreement. In the event the Manager terminates this Agreement under such circumstances, neither party shall have any further obligation to the other. In the event the Manager does not terminate this Agreement under such .circumstances, the Manager shall be deemed to have accepted the provisions of the Ordinances. All details, characteristics, terms and procedures with respect to the Instruments shall be and remain solely at the discretion of the City. This Agreement shall not bind the City in any manner with respect to the details, characteristics, terms and procedures with respect to issuance of the Instruments until.the Instruments have been issued, except that the City agrees to use reasonable diligence in proceeding with the issuance of the Instruments. In the event the City fails for any reason, whether within its control or not, to issue the Instruments prior to August 1, 1991, the -20- 5-9 Z 'E .· - City shall be deemed to have terminated this Agreement for cause and neither the City nor the Manager shall have any claim, result cause of action, or recourse against of such termination by virtue of the other as a the approval, execution, or delivery of this Agreement. Section 2.3. Conditions to Issuance of Instruments. ~~~~~~~~~~~-=~--~~~~~~~~ Unless and until each of the following conditions has been satisfied, or waived by the City at its sole discretion, the City shall have no obligation under this Agreement to deliver the Instruments: (a) No suit, action, investigation or legal or administrative proceeding shall be seriously threatened or pending before any court or governmental agency which is likely to result in the restraint, prohibition or the obtaining of damages or other relief in connection with the issuance of the Instruments or the consummation of the transactions contemplated hereby, or which, in the opinion of the City, would have a materially adverse effect on the transactions contemplated hereby. (b) All steps to be taken and all instruments and other documents to be executed, and all other legal matters in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in legal form and effect to Counsel for the City. -21- s.• 2 ' E No Text - (c) At or prior . to the issuance and delivery of the Instruments, the City shall have received two (2) executed copies of each of the following documents: S -• 2 6 E (1) the approving Opinion, dated the Issue Date, of Fulbright & Jaworski, as bond counsel ("Bond Counsel"), delivered to the City, relating to, among other things, the validity of the Instruments, and the tax-exempt status of the interest on the Certificates of Obligation for federal income tax purposes; (2) an Opinion, dated the date of the issuance and delivery of the Instruments, of Bond Counsel, addressed to the City containing the information specified in Exhibit A hereto; (3) a certificate of the Manager, dated the Issue Date· and signed on its behalf by the President of its Board of Trustees, in form satisfactory to the City, to the effect that the representations and warranties of the Manager herein, or in any certificate or document delivered by the Manager pu.rsuant to the provisions hereof, are true and correct on and as of the Issue Date as though such representations and warranties were made on and as of the Issue Date, and all agreements or conditions to be performed or complied with by the · Manager hereunder on or prior to the Issue Date have been performed or complied with; -22- No Text S .9 2 6 E (4) a copy of the resolutions or other proceedings of the Manager authorizing the execution and delivery of this Agreement and the transactions contemplated hereby, in each case certified by the Secretary of the Board of Trustees of the Manager as having been duly adopted and being in full force and effect and as being true, accurate and complete copies thereof; (5) an unqualified opinion, dated on or prior to the Issue Date, of the Attorney General of the State of Texas, relating to the legality and validity of the Instruments, and approving the Instruments, as required by law; (6) evidence satisfactory to the City that the Instruments have been registered by the Comptroller of Public Accounts of the State of Texas as required by law; (7) a letter from each of the nationally recognized rating services which now maintain a rating on the debt of the City indicating a rating for the Instruments which is not lower than the rating now assigned by each such rating service, respectively, to debt of the City; -23- ---------------------------------------· ·--·-· No Text (8) a certificate, dated the Issue Date, executed by the President of the Board of Directors of the Manager, to the effect that except to the extent heretofore disclosed to the City, no litigation is pending or, to the knowledge of such Person, threatened, in any court to restrain or enjoin the operations or activities of the Manager, or in any way contesting or affecting the creation, organization, or tax-exempt status of the Manager or the validity of this Agreement, or contesting the powers of the Manager to execute, deliver, and perform this Agreement; (9) a certificate, dated the Issue Date, of the President of the Board of Directors of the Manager, to the effect that no event affecting the Manager has occurred since the date of the City's Official Statement relating to the Instruments which should be disclosed therein for the purpose for which it is to be used or which is necessary to be disclosed therein in order to make the statements and information therein not misleading in any respect and the informat.ion contained in such Official Stat.ement relating to the Manager and this Agreement is true, complete, and correct in all material respects; -24- ____ _...._...._,..._,..._.... ________________________ _...._...._,..._,..._,..._,..._,..._,..._,..._...._,..._______________________ - No Text (10) a Certificate Concerning Tax-Exempt Status and Related Matters of the Manager, dated the Issue Date, and signed by the President of the Board of Directors of the Manager 1 in the form approved by Bond Counsel; and (11) such additional legal opinions, certificates, proceedings 1 instruments and other documents as Bond Counsel may reasonably request to evidence compliance by the Manager with legal requirements, the truth and accuracy, as of the Issue Date, of the representations and warranties of the Manager contained herein and the due performance or satisfaction by the Manager at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Manager. All such opinions, certificates, letters, agreements and documents will be in compliance with the provisions hereof_ only if they are satisfactory in form and substance to the City and to Bond Counsel. The City shall be entitled to. receive such conformed copies or photocopies of such opinions, certificates, letters, agreements and documents as the City may reasonably request. [END OF ARTICLE TWO) -25- S-9 Z 6 £ No Text - ARTICLE THREE CREATION OF FUNDS AND ACCOUNTS; CREDITS THERETO AND PAYMENTS THEREFROM Section 3.1. City agrees to authorizing the Obligation an Creation of City Funds and Accounts. The create and establish in the Ordinance issuance and delivery of the Certificates of "Exhibition Hall/Auditorium Fund," a "Construction Fund" and such other Funds and Accounts as the City, in its sole discretion, shall deem advisable. Section 3.2. Deposit~ to Exhibition Hall/Auditorium Fund. All Gross Revenues shall be deposited, as received by either the City or the Manager, in the Exhibition Hall/Auditorium Fund. The provisions of the Ordinance -authorizing the Certificates of Obligation may, in the sole discretion of the City, establish alternate Funds or Accounts to which such deposits may be made. Section 3.3. Deposits to Construction Fund. Proceeds of the Instruments shall b_e deposited to separate Accounts within the Construction Fund and shall be used as specified in this Agreement and in the Ordinances authorizing the Certificates of Obligation arid Contractual Obligations. -26-s-• z 'E No Text ,... ,... Section 3.4. Payments from Exhibition Hall/Auditorium Fund. (a) From amounts on deposit in the Exhibition Hall/Auditorium Fund deposited thereto as provided in Section 3. 2 of this Agreement, and not otherwise, the City agrees to pay to the Manager during the Term of this Agreement an amount ·equal to Gross Revenues of the Exhibition Hall/Auditorium for the one-year period commencing with the Opening and ending on the day prior to the first anniversary of the Opening and, thereafter, an amount equal to Gross Revenues of the Exhibition Hall/Auditorium less Two Hundred Thousand and No/100 Dollars ($200,000) per year, unti.l the last Business Day of the month during which the twenty-first annual anniversary of the Opening occurs. Payments to the Manager shall be made on the last Business Day of each month in which a payment is due. The first monthly payment shall be made on the last Business Day of the month in which the Opening occurs. The first twelve monthly payments shall equal the Gross Revenues of the Exhibition Hall/Auditorium since the date of the prior monthly payment date (except the first monthly payment. which shall equal the Gross Revenues pf the Exhibition Hall/Auditorium since the Opening). Following the first twelve monthly payments, the next eleven ( 11) monthly installments in each year shall equal the Gross Revenue of the Exhibition Hall/Auditorium for such month less Sixteen Thousand Six -27- No Text Hundred Sixty-Six Dollars and Sixty-Six Cents ($16, 666. 66) and the twelfth monthly installment in each year shall equal . the Gross Revenues of the Exhibition Hall/Auditorium for such month plus any other amount deposited to the Exhibition Hall/Auditorium Fund during such year remaining after making the required calculation of the amounts therein to be retained by the City, less Sixteen Thousand Six Hundred Sixty-Six Dollars and Seventy-Four Cents ($16,666.74) plus the amount of any deficiency in the amount to be retained by the City with respect to all prior monthly payments for any year. (b) The Manager agrees to use all amounts paid to it pursuant to this Section 3.4 first for the payment of Maintenance and Operating Expenses (other than amounts owed to it for services as the Manager) and second, if there be any amounts remaining after the payment by the Manager for Maintenance and Operating Expenses (other than amounts owed to it for services as the Manager) to pay it for services as Manager. The Manager agrees to use its fee, for its exempt purpose within the corporate limits of the City for the direct benefit of the City and its citizens to acco~plish public purposes of the City. (c) The amounts to be paid to the Manager pursuant to this Section 3.4 are payable only to the extent of amount deposited to the Exhibition Hall/Auditorium Fund as provided in -28-s•z•E No Text ""· Section 3. 2 and only to the extent of funds then on deposit, less any amounts to be retained by the City, on each date on which a payment is due. The Manager sha 11 have no 1 ien or encumbrance on Gross Revenues except to the extent required and allowed by the Act. The amounts to be paid to the Manager pursuant to this Section 3.4 are to be paid for the benefit of the City; it being expressly agreed that no such payment shall be made in a manner which results in a lending of credit of the City or a gratuitous application of public funds to private use. Section 3.5. Payments from Construction Fund. (a) In consideration of the assignment of the Lease to the City and the acquisition of the interest in the Equipment described therein, in addition to the amounts otherwise required to be paid under the Lease, the City agrees to pay to the Manager, from an Account of the Construction Fund into which the proceeds of the Contractual Obligations are deposited the amounts required to be paid by the City as assignee of the Lease to ISC for the Equipment pursuant to Section 2 .1 of the Lease at such time or times as the City as assignee of the Lease is obligated to make such payments to ISG pursuant to Section 2.1 of the Lease. The Manager agrees to pay such amounts to ISC in compliance with the provisions of Section 2.1 of the Lease. The City shall pay from the Account of the Construction Fund into which the proceeds of the Contractual Obligations are deposited, all costs of the issuance of the -29- ~-· z '£ ,,. Instruments which cannot be or are not paid from the Account of the Construction Fund into which the proceeds of the Certificates of Obligation are deposited. (b) . The City agrees to pay to the Manager, from the Account of the Construction Fund into which the proceeds of the Certificates of Obligation are deposited the Purchase Price on the Closing Date and, against such invoices and supporting documentation as may be reasonably required by the City, amounts for the payments of costs of constructing the Exhibition Hall/Auditorium. The City shall pay from the Account of the Construction Fund into which the proceeds of the Certificates of Obligation are deposited, an amount of the costs of issuance of the Certificates of Obligation which does not exceed the amount described in Section 147(g) of the Code . . No amount shall be paid from the Account of the Construction Fund into which the proceeds of the Certificates of Obligation are deposited to acquire the City's interest in the Equipment. (c) Any amounts remaining in the Accounts in the Construction Fund following payment of all costfj of issuance permitted to be paid therefr.om, completion of the construction of the Exhibition Hall/Auditorium and acquisition of the Equipment shall · be deposited as provided in the . Ordinances authorizing issuance of the Instruments. [END OF ARTICLE THREE] -30- 5.9 Z' E ------------------- ARTICLE FOUR CONVEYANCE OF PROPERTY Section 4.1. Agreement to Convey and Accept. In consideration of their covenants set forth in this Agreement, the Manager agrees to convey to the City, and the City agrees to accept the conveyance from the Manager, of the following described property on the terms and conditions set forth in this Article Four: (a) All of the land (the "Site") situated in the City of Lubbock, the County of Lubbock and the State of Texas, described on Exhibit B attached hereto and made a part hereof. (b) All structures, bui !dings, improvements and fixtures, if any, located on the Site on the Closing Date ("Improvements"). Improvements are not intended to include any structures, buildings, improvements, and fixtures to be constructed by the City after the Closing Date and specifically, do not include the Exhibition Hall/A4ditorium. (c) All personal property, if any, owned by the Manager located on or in the Site or Improvements and used in connection with the oper_ation and maintenance of the Site or Improvements ("Personal Property"). -31- No Text - (d) All intangible property (including specifically but without limitations the Manager • s rights under the Lease) owned by the Manager and used in connection with the Site, Improvements and Personal Property, including all trademarks and trade names used in connection with any part of the Site and Improvements, all hereditaments, privileges, tenements and appurtenances belonging to the Site, all right, title and interest of the Manager in and to all open or proposed highways, streets, roads, avenues, alleys, easements, strips, gores and rights-of-way in, on, across, in front of, contiguous to, abutting or adjoining the Site, and all licenses, permits and warranties now in effect with respect to the Site, Improvements and Personal Property ("Intangible Property"), all of which shall be transferred to City pursuant to an assignment in a form acceptable to the City and Furnished by the Manager ("Assignment of Intangible Property"). The Site·, Improvements, Personal Property, and Intangible Property are sometimes collectively referred to in this Article Four as "Premises". Section 4.2. Closing_. (a) The consummation of the conveyance of the Premises ("Closing") shall take place at the City Hall of the City, on a date (the "Closing Date") mutually agreed upon by the parties, but not later than the earlier of: (i) thirty (30) days after termination of the Due Diligence -32- S-t Z 5 E No Text - - Period as described in Section 4. 3 of this Agreement; or ( ii) sixty (60) days after the Issue Date, unless such date is extended by written agreement signed by the parties. The Closing Date shall be on or after the Issue Date and prior to commencement of construction of the Exhibition Hall/Auditorium. (b) . At Closing, the Manager shall deliver the following documents: (i) A General Warranty Deed in recordable form properly executed on behalf of the Manager, conveying to the City the Site and Improvements in fee simple, subject only to the Permitted Exceptions; (ii) A Bill of Sale in a form acceptable to the City and furnished by the Manager executed by the Manager, conv~ying to the City the Personal Property; (iii) An.affidavit sworn by an officer of the Manager to the effect that the Manager is not a •foreign person• which affidavit shall be in a form ~cceptable to the City and furnished by the Manager, or in such other form as may be prescribed by federal regulations; and (iv) A duly executed Assignment of Intangible Property as described in section 4.l(d) of this Agreement assigning and conveying to the City the Intangible Property; (c) At Closing, the ~ity shall deliver to the Manager the Purchase Price for the Site and such evidence as the Manager's Counsel may reasonably require as to the authority of the person or persons executing documents on behalf of the City. -33-s .• Z 6 E No Text Section 4.3. Conditions to Closing. In addition to all other conditions to the completion of the transaction described in this Agreement, the Manager and the City agree that the closing of this sale and purchase is subject to satisfaction, approval or waiver by the City of the following conditions on or before 5:00 p.m., Lubbock, Texas time, within thirty (30) days after the Issue Date ("Due Diligence Period"): (a) inspection and approval of the physical condition and use of the Premises,. including without limitation, the .availability for access, utility services, zoning, environmental risks, engineering and soil conditions. For the purpose of conducting physical inspections, the Manager agrees to provide the City and its authorized agents reasonable access to the Premises at all reasonable times during the Due Diligence Period upon at least forty-eight (48) hours prior written notice to the Manager. The City ~hall provide the Manager with written notice of any objectionable physical conditions on or relating to the Premises, which the City will require be corrected prior to Closing. (b) Inspection and approval of such documents relating to the Premises as the City may request, all of which shall be made available to the City at the offices of the Manager at reasonable times for inspection and copying by the City at the City's expense. -34-s.• 2 '£ .• .• In the event any of the conditions set forth in this Section 4.3 are not satisfied or waived by the City within the Due Diligence Period, the City shall notify the Manager in writing of termination of this Agreement ("City's Termination Notice") prior to the expiration of the Due Diligence Period. Upon receipt of the City's Termination Notice, both the Manager and the City shall be released and discharged from all further obligations under this ·Agreement, and neither the Manager nor the City shall be stibject to any claim by the other for damages of any kind. If no City's Termination Notice has been served upon the Manager within the time provided in this Section 4.3, all conditions shall be deemed to have been satisfied or waived and the City's obligations to close shall be firm with respect to the conditions of this Section 4.3. Section 4.4. Evidence of Title. As evidence of the Manager's title, the Manager shall deliver to the City: (a) Title Commitment. As soon as practicable after the execution of this Agreement by the Manager but before the Issue Date, at the Manager's expense, a title co~itment for an owner's policy of title ~nsurance, on the .standard form promulgated by the Texas State Board of Insurance, issued by a title company acceptable to the City in the amount of the price paid by the Manager to acquire the Premises showing good and indefeasible title to the Premises in the Manager's name -35- No Text - subject only to (i) the title exceptions described on Exhibit c attached hereto and made a part hereof, and ( ii) liens and encumbrances arising from and after the date of approval of this Agreement by the City of a definite or ascertainable amount which can be removed at Closing (collectively "Permitted Exceptions"). If the commitment discloses exceptions other than the Permitted Exceptions, the City, within fifteen (15) Business Days following the date on which the City received the commitment, shall deliver to the Manager written notice of the City's objections, if any, to such exceptions ("Unpermitted Exceptions"). If the City ·fails ·to ·deliver such written n~tice or objection to the Manager within such fifteen (15) Business Day period, the City shall be deemed to have waived its right to object to such Unpermitted Exceptions, which shall thereafter be deemed Permitted Exceptions. In the event that the City shall so object to any such Unpermitted Exceptions, the Manager shall notify the City within five (5) Business Days following the date of the City's notice of such objections that the Unpermitted Exceptions have been, or will be at or prior to Closing, removed from the commitment or are or will be insured around by the title company pursuant to an endor:?ement to the title policy. In such event., if reasonably required to allow the parties to prepare for closing, the Closing Date shall be deferred to a date mutually agreed upon by the parties, but not later than December 31, 1991. -36- S_9 Z 6 £ No Text (b) Survey. As soon as practicable after the execution of this Agreement by the Manager, at the Manager • s expense, a survey of the Site and Improvements, prepared and certified to have been made in accordance with ALTA/ACSM standards on . or after the execution of this Agreement by the Manager by a registered land surveyor. The City agrees to reimburse the Manager for the expense of the survey on the Closing Date after the Closing has occurred. If the survey shows any material encroachments over a building, set-back or property line, a prohibited encroachment of a material nature , , ovei! .. ·any· easement or any other matter which does or could in the future materially interfere with the use, operation or financing of the Site and Improvements or render title thereto unmarketable and which are not Permitted Exceptions (collectively "Survey Defects"), the City, within fifteen (15) Business Days of the date it receives the survey, may deliver to the Manager written notice of those Survey Defects to which it objects, or the City will be deemed to have waived any right to such objection. The Manager shall have fifteen (15) Business Days ("Survey Cure Period•) from the date of receipt of the City's notice of objections, if any, to c~re the Survey Defects. If the Manager fail~ to do so, the City shall, within ten (10) days after the end of the Survey Cure Period, elect either to terminate this Agreement by delivering written notice thereof to the Manager within said ten-day period, or be deemed to have accepted the Premises as is. If the City fails to -37- 5-9 Z • E -----------------------------------·---·- -··----------~ ... deliver such notice of termination within the time provided, (i) the City shall be deemed to have agreed to accept the Premises as is, and (ii) this Agreement shall remain in full force and effect. All Survey Defects (1) to which the City makes no objection within the time provided in this paragraph, o~ (2) which the Manager does not cure within the Survey Cure Period, and provided the City does not terminate this Agreement as permitted herein, will, in either case, thenceforth be deemed Permitted Exceptions. Section. 4. 5. Representations .. ·and · Warranties·. . ·The Manager represents and warrants that as of the date of its execution of this Agreement and as of the Closing Date: (a) the Manager has received no notice from any governmental authority of any pending or threatened (i) zoning, building, fire, or health code violations or violations of other governmental requirements or regulations with respect to the Premises that have not previously been corrected, or (ii) any condemnation of the Premises. The Manager further warrants and represents that in the event it receives any such notice prior to the Closing Date, it will provide to the City copies of any such notice. The Manager agrees to correct any matters disclosed in such notice. If any such matter cannot be corrected by the Manager by Closing, the Manager agrees to pay· to the City at Closing the amount estimated to be required to correct such matter. -38- 5-9 z 6 £ .• (b) That as of the date hereof, there are no leases or other agreements for occupancy in effect with respect to the Premises. (c) . That the Manager has received no notices from insurers of defects in the Improvements which have not been corrected .. (d) That there are no legal actions pending or threatened against the Premises nor are there any violations of any building · codes ··or ·other statutes affec.tin.g .. the use, occupancy and enjoyment of the Premises. (e) That the representations and warranties contained in this section shall survive the Closing. Section 4.6. The Manager's Covenants. Between the date of the execution of this Agreement and the Closing, the Manager shall: (a) Maintain the Premises in its presept condition, ordinary wear and tear except~d; and (b) Maintain all casualty, liability and hazard insurance currently in force with respect to the Premises. -39-S-9 Z 6 E No Text ,... Section 4. 7. Prorations. The following adjustments to the Purchase Price paid hereunder shall be made between the Manager and the City and shall be prorated (as applicable) on a per diem basis as if the City owned the Premises for the entire day on the Closing Date: All real estate taxes and installments of special assessments due and payable in the calendar year of Closing. All other installments of special assessments not yet due and payable shall be paid by, or the responsibility of, the City. s·ection 4. 8. Title Charges. The · City · sha 11· pay the cost of recording the instruments of conveyance. If the transaction is terminated by either party on account of default by the other, the defaulting party shall pay all escrow costs billed by the title company. In the event this transaction .shall close as provided in this Agreement, closing costs shall be paid by the City. Each party shall pay its own attorneys' fees except as 6therwise provided in this Agreement. Section 4.9. Risk of Loss. The Manager shall bear all risk of loss with respect to the Premises up tq the Closing Date. Notwithstanding the f~rego-ing, in the event of damage to the Premises by fire or other casualty prior to the Closing Date, the Manager shall repair and restore the Premises. The Manager shall promptly notify the City in writing of any such fire or other casualty. -40-5.9 Z 'E No Text Section 4.10. Condemnation. In the event between the date of this Agreement and the Closing Date, any condemnation or eminent domain proceedings are initiated (by any governmental entity other than the the City) which might result in the taking of any part of the Improvements to the Site or the taking or closing of any right of access to the Premises, the City may: (a) terminate this Agreement by written notice to the Manager; or I• I o • ! \ • f 1 • j '-• ~ ... .,; 1 • (b) proceed with the Closing, in which event the Manager sha 11 assign to the City all of the Manager • s right, title and interest in and to any award made in connection with such condemnation or eminent domain proceedings. The Manager shall immediately notify the City in writing of the commencement or occurrence of any condemnation or eminent domain proceedings. If such proceedings would result in the taking of any Improvements to the Site or the taking or closing of any right of access to the Premises, the City shall then notify the Manager, within ten (10) days of the City's receipt of the Manager • s notice, whether the City elects to exercise its rights under subparagraph (a) or subparagraph (b) of this Section 4.10. Closing shall be delayed, if necessary, until the City makes such election. -41- 5 _9 z' £ No Text Section 4.11. Default by the Manager. If this transaction is not consummated by reason of a default by the Manager hereunder, the City shall have the right to: (a) declare this Agreement terminated, and (b) recover money damages from. the Manager, but such money damages shall be limited to actual out-of-pocket expenses incurred by the City and shall not include consequential damages. Section 4.12. Time of Essence. Time is of the essence with respect to the transactions contemplated by Article Two this Agreement. Section 4.13. the City agree -that Further Assurances. Both the Manager and they will without further consideration execute and deliver such other documents and take such other action, whether prior or subsequent to Closing, as may be reasonably requested by the other party to consummate more effectively the transactions contemplated hereby. [END OF ARTICLE FOUR] . -42- 5 _t Z 5 E No Text ARTICLE FIVE MANAGEMENT AGREEMENT Section 5.1. Retention of Services. The primary goal of this Article is to secure for the City the expertise and services necessary to operate the Exhibition Hall/Auditorium at a level consistent with the community in which the Exhibition Hall/Auditorium is to be located and with economic efficiency consistent with such level (the "Primary Goal"). The City hereby retains the Manager to manage and supervise construction of the Exhibition Hall/Auditorium and to supervise, operate and manage the Exhibition Hall/Auditorium in the name, for the account, and on behalf of the City, pursuant and subject to the terms and conditions set forth in this Article, and the Manager hereby accepts such retention and agrees to render such services as are hereinafter set forth. The compensation to be paid to the Manager for its services as Manager under this Agreement shall be paid solely from the source and only to the extent provided in Section 3.4. Subject to the foregoing, the City agrees to pay the Manager the Gross Revenues,. less amounts to be retained by the City pursuant to Section 3.4, less Maintenance and Operating Expenses. Section 5.2. Manager's Authority. Subject to the City•s authority set forth in Section 5.3 of this Article, the Manager shall have the full responsibility to supervise, -43- S926E No Text - operate and manage the day-to-day operations of the Exhibition Hall/Auditorium in accordance with the Budget and Written Policies and Procedures of the Exhibition Hall/Auditorium as established from time to time by the City and to perform the specific functions set out in this Article without the prior consultation or approval of the City, except, that prior specific authorization of the City must be obtained for any action by the Manager on the following: (a} Commitment of the City for capital expenditures . not included in the Budget of the Exhibition Hall/Auditorium; (b) Execution of or otherwise binding of the City to any contract or lease; (c) Disposition of any asset of the City; and (d) Execution of any contract or agreement with any third party with respect to the Premises or the Exhibition Hall/Auditorium. Section 5.3. Control Retained in the City. The governing body of the City shall retain all authority placed in it by law which is non-delegable and shall retain such other authority as shall not have been specifically delegated by it to the Manager pursuant to the terms of the Article or -44-s-• z 'E No Text otherwise. No provision of this Article or this Agreement is intended to delegate, or shall be construed as delegating, any non-delegable right or power of the City. To the extent of any conflict or inconsistency between the provisions of any other Section of this Agreement and this Section 5.3., the provisions of the Section 5.3 shall control and the provisions in conflict with or inconsistent with this Section 5.3 shall be of no force or effect. Section 5.4. Relationship of the Parties. The Manager • s appointment and actions hereunder are in the status of an independent contractor to the City. In furtherance thereof, the City and the Manager acknowledge and agree that one is neither the employee, employer, principal, nor agent of the other. Nothing contained in this Agreement shall .constitute or be construed to be or to create a partnership or joint venture between the City and the Manager with respect to the Exhibition Hall/Auditorium or any equity interest in the Exhibition Hall/Auditorium on the part of the Manager. The Manager and its Affiliate shall have the right to render similar services for other Persons, whether or not engaged in the same business, and may enter into such other business activities as the Manager and its Affiliate, in their sole discretion, may determine, including, but not limited to, other transactions with the City that are beyond the scope of this Agreement. -45- S·t 2 6 E No Text ,.. ,... Section 5.5. M=-a~n~a·g~e~m~e~n~t~--~o~f~--~t~h~e~--~E~x~h~i~b~i~t~i~o~n Hall/Auditorium. Consistent with all materially applicable federal, state and local laws, the Manager shall perform those functions reasonably required to manage the operations of the Exhibition Hall/Auditorium in accordance with accepted management techniques and the reasonable exercise of its judgment. Without limiting the generality of the foregoing the Manager shall be responsible for the performance of the following duties during the Term of this Agreement: (a) subject to the approval of the City and in compliance with procurement laws applicable to the City, engagement of an architect and arranging for architectural and engineering services for the construction of the Exhibition Hall/Auditorium; (b) entering into all appropriate lease and service agreements with ISC, or such other provider of equipment for the operation of the Exhibition Hall/Auditorium as may be selected by the Manager; provided, however, that the Manager must obtain the City• s prior written approval of .all lease and service agreements with ISC o;r any other Person; (c) compliance subject to the with procurement approval of the laws applicable City and in to the City, selection, supervision, and payment of all contractors engaged -46-s-• z • £ No Text to provide labor, materials, and equipment in connection with the construction of the Exhibition Hall/Auditorium; (d) provision of all personnel reasonably necessary to supervise and direct the completion of the construction of the Exhibition Hall/Auditorium; (e) entering exhibitions to be Hall/Auditorium; into all displayed necessary within agreements for the Exhibition (f) operation and management of the Exhibition Hall/Auditorium following its completion and provision of all personnel, labor, and material reasonably necessary to properly operate the Exhibition Hall/Auditorium; and (g) from amounts paid to it by the City, the Manager shall timely pay all Maintenance and Operating Expenses. Section 5.6. Employees. The Manager shall be responsible for hiring, promotion, discharge and ~upervision of all employees performing set:vices in and about the Exhibition Hall/Auditorium. Such employees shall be in the employ of the Manager and, as such, the Manager shall be solely liable to such employees for their wages, compensation, and •employee benefits,• if any (•employee benefits• being defined as an -47- No Text employer's contribution to F.I.C.A., unemployment compensation, and other employment taxes, pension plan contribution, worker's compensation, group life and accident and health insurance premiums, retirement, disability and other similar benefits applicable to such employees), all of which shall be set and determined solely by the Manager. Section 5. 7. Administrator. The Manager shall provide a full-time administrator of the Exhibition Hall/Auditorium to oversee the day-to-day management thereof. The administrator shall be the employee of the Manager, but shall at all times be acceptable to the City. Section 5.8. Inside Consultants. The Manager shall provide such consultants who are employees of the Manager as it deems necessary to achieve the Primary Goal, except for consultation services in connection with extraordinary matters which are not covered by this Agreement. (Such •extraordinary matters• being defined as any matter deemed by the Manager, in its sole discretion, to involve such extraordinary time and expense as to warrant prior approval thereof by t~e City before undertaking to provide any se~vices in connection therewith.) Section 5.9. Outside Consultants. The ·Manager shall recommend to, and if approved by the City, use its best efforts to engage, on behalf of the City and at the City's sole -48- 5 .. 9 Z 6 E .- expense, such consultants who are not employees of the Manager as it deems necessary to achieve the Primary Goal. Section 5.10. Recommendations Concerning Operations. At least annually, the Manager shall consult with and make recommendations to the City concerning the operations of the Exhibition Hall/Auditorium. Section 5.11. Legal Compliance. The Manager shall comply with all applicable federal, state and lotal rules, regulations, statutes, laws and ordinances governing the operations of the Exhibition Hall/Auditorium. Section 5.12. Insurance. The Manager shall arrange for and obtain, at the City's expense and subject to the approval of the City to the extent not described in Written Policies and Procedures, insurance with respect to the Exhibition Hall/Auditorium of such kinds, in such form and amounts, and with such company or companies, all to the extent available and as the City shall deem adequate and desirable, and in accordance with any agreement of the City relpting to the Exhibition Hall/Auditorium ... The City and the Manager shall be named as coinsureds or additional insureds, to the extent their interests appear on all such insurance maintained with respect to the Exhibition Hall/Auditorium. If the Manager shall arrange for and obtain such insurance, it may provide all or -49-S-9J6E - ,. part of said insurance in the form of one or more blanket ' policies applying to it or to its Affiliates, with the applicable prorated expense thereof being applied to the Exhibition Hall/Auditorium. Section 5.13. Rate and Fee Schedule. The Manager shall determine the fee schedules for all services and rates charged by the Exhibition Hall/Auditorium; provided, however, that rates and charges for the Exhibition Hall/Auditorium shall be approved by the City, in consultation with, and based upon recommendations of, the Manager. Such fees and rates shall be in compliance with the requirements of Section 3(c) of the Act, shall be consistent with the financial viability of the Exhibition Hall/Auditorium and shall be consistent with fees and rates prevailing from time to time in the community. Section 5.14. Preparation and Adoption of Construction Budge and Annual Budget. The Manager shall prepare a detailed construction budget with respect to the construction of the Exhibition Hall/Auditorium and shall cause such construction budget to be presented to the City prior to .awarding any contract for the conf>truction of the Exhibition Hall/Auditorium. The construction budget shall be based upon bids received by the Manager in compliance with applicable procurement law pertaining to the City. Upon adoption of the construction budget by the City, the Manager shall be authorized to commence, or cause to be commenced, construction of the Exhibition Hall/Auditorium for the City. -so-s-• z 'E No Text The Manager shall prepare an annual detailed Budget for the Exhibition Hall/Auditorium setting forth, in part, major operating objectives, anticipated revenue, expenses, cash flow and capital expenditures and shall cause such Budget to be presented to the City not later than thirty {30) days prior to the commencement of each Fiscal Year of the City for its acceptance, rejection, or modification by the City. Upon adoption or any modification of such Budget by the City, it shall serve as a guide for the operation of the Exhibition Hall/Auditorium during· the ensuing year. If a Budget is disapproved upon its submission, then the last month of the prior year•s Budget shall be used as a guideline for operating the Exhibition Ha 11/Audi torium unti 1 a new Budget therefor is approved by the City. In the event that the City disapproves any Budget, such disapproval shall specify those items which are disapproved, and the Manager shall resubmit an altered Budget to the City within ten (10) days following such disapproval. Section 5.15. Accounting Records. The Manager shall maintain or cause to be maintained, in ac~ordance with Generally Accepted Accounting Principals, the accounting records of the Exhibition Hall/Auditorium and shall cause to be deli~ered to the City, within thirty (30) days after the close of each Fiscal Year, a balance sheet and a related statement of revenue and expenses showing the results of the operations of the Exhibition Hall/Auditorium during such Fiscal Year. -.51-5-· z • £ No Text ,... Section 5.16. Manager's Covenants Regarding Maintenance of Tax-Exempt Status of Certificates of Obligation. A. General. The Manager shall not take any action or omit to take any action which, if taken or omitted, respectively, would adversely affect the excludability of interest on any Certificate of Obligation from the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. The Manager and the City shall execute such · amendments hereof and supplements hereto (and shall comply with the provisions thereof) as may, in the Opinion of Counsel, be necessary to preserve or perfect such exclusion. The Manager shall comply with each specific covenant in this Section at all times prior to the last maturity of the Certificates of Obligation, . unless and until there shall have been delivered to the Manager and the City an Opinion of Counsel to the effect that failure to comply with such covenant, either generally or to the extent stated therein, shall not adversely affect the excludability of interest on any Certificate of Obligation from the gross income, as defined in section 61 of the Code, pf the owner thereof for federal income tax purposes, and thereafter such covenant shall no longer be binding upon the Manager, generally or to such extent as the case may be, anything in any other Subsection of this Section to the contrary notwithstanding. All defined terms used in this Section 5.16 not otherwise defined in this Agreement shall have the meaning set forth in the Regulations. -52- 5-9 z • £ No Text B. Warranty of Representations. All representations, warranties, and certifications made by the Manager in connection with the delivery of the Certificates of Obligation on the Issue Date, including, but not limited to, those representations, warranties, and certifications contained in any Certificate Concerning Tax-Exempt Status and Related Matters executed by the Manager, are and shall be true, correct, and complete in all material respects. c. Tax-Exempt Status of the Manager. The Manager represents and warrants that: (1) its purposes, character, activities, and methods of operation have not changed materially since its organization and are not materially different from the purposes, character, activities, and methods of operation at the time of its determination by the Internal Revenue Service to be an organization described in section 50l(c)(3) of the Code; (2) it has not diverted a substalltial part of its corpus or income. for a purpose or purposes other I than the purpose or purposes for which it is organized or operated; -53-s-• z' E No Text ,,... 5-'ZlE (3) it has not operated in a manner that would result in it being classified as an "action" organization within the meaning of Section 1.50l(c}{3)-l{c)(3) of the Regulations, including, but not limited to, promoting or attempting to influence legislation by propaganda or otherwise as a substantial part of its activities; (4) none of its directors, officers, or incorporators, or any person or entity controlled by it, or any other person or entity having a personal or private interest in its activities has acquired or received, directly or indirectly, any of its income or assets, in any form, other than as reported or to be reported to the Internal Revenue Service for its appropriate fiscal year; {5) it has not received any indication or notice whatsoever to the effect that its exemption from federal income taxation under section SOl(a) of the Code has been revoked or modified, or that .the Internal Revenue Service is ~ons1dering revoking or modifying such exemption, and such exemption is still in full force and effect; -54- ,- ,.., (6) it has timely filed with the Internal Revenue Service all requests for determination, reports, and returns required to be filed by it, and such requests for determination, reports, and returns have not omitted or misstated any material fact; (7) it has not devoted more than an insubstantial part of its activities in furtherance of a purpose other than an exempt purpose within the meaning of section 50l(c)(3) of the Code; and (8) it has not taken any action, nor knows of any action that any other Person has taken, nor knows of the existence of any condition, which would cause it to lose its exemption from federal income taxation under section SOl(a) of the Code or cause interest on the Certificates of Obligation to be includable in the income of the recipients thereof for federal income tax purposes. D. Maintenance of Tax-Exempt Status of. the Manager. The Manager shall be organiz~d and shall conduct its operations in such a manner so as to qualify as an organization described in section SOl(c)(3) of the Code. -ss-5_. Z 6 E ,• E. Limited Non-Exempt Use or Loan of Proceeds. The Manager shall not use (or permit the use of) any proceeds of the Certificates of Obligation, or any income from the investment thereof or any property financed with such proceeds or income in any trade or business carried on by any person or entity which is not an Exempt Person or in any unrelated trade or business, as defined in section 513(a) of the Code, of an Exempt Person or permit·the direct or indirect loan of any such proceeds, income, or property to any person or entity other than an Exempt Person or to any person or entity which is an Exempt Person for use in an unrelated trade or business, as defined in section 513 (a) of the Code, if the amount of such proceeds, income, or property so used or loaned or portions thereof so used in the aggregate, when added to the costs of issuanc;e financed directly or indirectly with Certificates of Obligation proceeds, exceeds 5\ of the proceeds of the Certificat:es of Obliga·tibh. ... · .. :Fo.r purposes .. of ···this·· Subsection, property is considered to be •used• by a Person if: ( 1) it is sold or otherwise disposed of, or leased, to such person or entity; (2) it is operated, managed, or otherwise physically employed, utilized, or consumed · by such person or entity, excluding operation or management pursuant to an agreement which meets the guidelines set -56- .- ··-------------- forth in Revenue Procedure 82-14, 1982-1 C. B. 459 or 82-15, 1982-1 C.B. 460, including any amendments or revisions thereto; (3) capacity in or output or service from such property is reserved or committed to such person or entity under a take-or-pay, output, incentive payment, or similar contract or arrangement; ( 4) such property is used to provide service to (or such service is committed to or reserved for) such person or entity on a basis or terms which are different from the basis or terms on which such service is provided (or committed or reserved) to members of the public generally; or (5) substantial benefits and ownership of such property are otherwise transferred to such person or entity, burdens of effectively but the investment of amounts held for the credit of any fund or account established und~r the Ordinance authorizing the issuance · of the Certificates of Obligation in accordance with the applicable provisions thereof shall not constitute "use" of property or a •1oan" of proceeds. For purposes of this Subsection, proceeds are considered to be "loaned" to a person if: -57- 5-9Z'£ No Text ,... ,... (a) property financed with proceeds of the Certificates of Obligation or any income from the investment thereof is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (b) 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 (c) indirect benefits, or burdens and benefits of ownership, of such property are otherwise transferred to such person or entity in a transaction which is the economic equivalent of a loan, and the amount of any such •loan• is the cost of such property financed with proceeds or investment ·income·of the -certificates of Obligation. F. Ceiling on Aggregate Amount of Bonds. The Manager shall not take, omit to take, or suffer .to occur any action which, if taken, omitted, or suffered, respectively, would cause the · aggregate authorized face amount of all previously issued and outstanding obligations (a) the interest on which is excludable from the gross income, as defined in section 61 of the Code, of the owners thereof for federal -58- ~-9 Z r. E No Text income tax purposes pursuant to section 103 of the Code or any predecessor provisions and (b) which is or shall become allocated, pursuant to section 145(b)(2) of the Code, (i) to the Manager or (ii) to any other Person who is or shall become an owner or a principal user of the project financed with the Certificates of Obligation within the meaning of section 144(a)(3) of the Code, during the three-year period beginning on the later of the Issue Date or the date such project is first placed in service, when added to the initial principal amount of the Certificates of Obligation, to exceed $150,000,000. G. Prohibition on Certain Uses.· The Manager shall not use or permit the use of any proceeds of the Certificates of Obligation or any income from the investment thereof s -t 1 6 t (1) Prohibited Facilities: to provide any airplane, skybox, or other private luxury box, any facility primarily used for gambling, or . any store the principal business of which is the sale of alcoholic beverages for consumption off premises, or (2) Costs of Issuance: to pay or otherwise finance costs of issuance of the Certificates of Obligation (e.g., underwriting compensation, trustee and -59- No Text rating agency fees, printing costs, City fees, and fees and expenses of counsel) in an amount which exceeds 2% of the proce~ds of the Certificates of Obligation. H. · Not to Cause Classification as Arbitrage Bonds. The Manager shall not take any action or omit to take . any action with respect to the Gross Proceeds of the Certificates of Obligation or of any amounts expected to be used to pay the principal thereof or the interest thereon which, if taken or omitted, respectively, would cause any Certificates of Obligation to be classified as an "arbitrage bond" within the meaning of section 148 of the Code. I. Not to Create Gross Proceeds. The Manager sha 11 not pledge or otherwise encumber, or permit the pledge or· encumbrance of, any money, investment, or investment property as security for payment of the Certificates of Obligation, and shall not establish any segregated reserve or similar fund for such purpose unless in the Opinion of Counsel such action will not adversely affect the excludability of interest on any Certificates of Obligation from the gross income, .as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. J. No Federal Guarantees. Except to the extent permitted by section 149(b) of the Code and the regulations and -60-5·9 2 i E .- I' rulings thereunder, the Manager shall not take or omit to take any action which would cause the Certificates of Obligation to be "federally guaranteed" within the meaning of section 149 (b) of the Code and the regulations and rulings thereunder. Section 5 .17. Ownership in City. The City sha 11 own all assets; tangible and intangible, which are purchased in connection with the Exhibition Hall/Auditorium, including any leasehold rights acquired by the Manager under its contracts with ISC and all additions and accessions to such property during the term of this Agreement. To the extent property and leasehold rights are acquired by the Manager in connection with the Exhibition Hall/Auditorium in its name, such property and leasehold rights shall be held by it as trustee for the benefit of the City, subject to the provisions of this Agreement. [END OF ARTICLE FIVE] -61- S-9 Z '1: No Text ARTICLE SIX DEFAULTS AND REMEDIES Section 6.1. Events of Default. If _ any of the following events occur, it is hereby defined as and declared to be and to constitute an Event of Default, whatever the reason therefor and whether voluntary or involuntary or effected by operation of law: (A) default in the performance of any of the Manager's obligations with respect to the transmittal of moneys to be credited to the Exhibition Hall/Auditorium Fund under the provisions hereof and such default shall have continued for a period of four (4) days; or (B) default in the performance or observance of any other of the covenants, agreements or conditions on the part of the Manager contained in this Agreement, and such default shall have continued for a period of ninety (90) days after written notice thereof, specifying such default, shall have been given by the City to the Manager; o~ s ' z ' [ (C) if the Manager shall (1) admit in writing its inability to pay its debts generally as they become due; or -62- No Text - ( 2) consent to the appointment of a cus~odi an (as that term is defined in the federal Bankruptcy Code) for or assignment to a custodian of the whole or any substantial part of the Manager's property, or fail to stay, set aside or vacate within ninety ( 90) days from the date of entry thereof any order or decree entered by a court of competent jurisdiction ordering such appointment or assignment; or (3) commence any proceeding or file a petition under the provisions of the federal Bankruptcy Code for liquidation, reorganization or under any insolvency law or providing for the modification adjustment of debts, other statute or or adjustment of or law the rights of creditors or fail to stay, set aside or vacate within ninety (90) days from the date of entry thereof any order or decree entered by a court of competent jurisdiction pursuant to an involuntary proceeding, whether under federal or state law, providing for liquidation or reorganization of the Manager or modification or adjustment of the rights of .creditors. The determination of whether an Event of Default has occurred and is continuing shall be made by the City. The Manager agrees that it shall have no right to challenge or question any such determination and agrees to be bound by any such determination. -63- No Text ,.. - Section 6.2. Remedies. If an Event of Default has occurred and is continuing, the City may pursue any available remedy by suit at law or in equity to enforce the covenants of the Manager herein, including, without limitation, any remedy of a secured party under the Texas Uniform Commercial Code, foreclosure and mandamus, and may pursue such appropriate judicial proceedings as the City shall deem most effective to protect and enforce, or aid in the protection and enforcement of, the covenants and agreements herein. If an Event of Default has occurred and i~ continuing, the City may by notice in writing to the Manager, declare this Agreement terminated, and in such event, the Manager sha 11 be considered to be a Tenant-at-Will, and in addition to all other rights and remedies available to the City under applicable law, the City shall have all rights and remedies of a landlord under the law of the State of Texas. The City shall be entitled to immediate possession of the Exhibition Hall/Auditorium, and it may remove the Manager and its employees and propeFty, if any, therefrom without being deemed guilty of any manner of trespass. No remedy by the terms of this Agreement conferred upon or reserved to the City is. intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the City hereunder or now or hereafter existing at law or in equity or by statute. The assertion or employment of any right -64- $ -· 2 • f No Text or remedy hereunder shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein; and every such right and power may be exercised from time to time and as often as may be deemed expedient by the City. No waiver of any default or Event of Default hereunder shall extend to or shall affect any subsequent default or Event of Default or shall impair any rights or remedies consequent thereon. extent Section 6.3. that such Waiver of Stay or Extension Laws. To the rights may lawfully be waived, neither the Manager nor anyone claiming through it or under it shall or will set· up, claim, or seek to take advantage of any stay or extension laws now or hereafter in force, which may affect the covenants or agreements contained in this Agre~ment and the Manager, for itself and all ~ho may claim through or under it, hereby waives, to the extent that it lawfully may do so, the benefit of all such laws. Section 6. 4. -Undertaking for Costs. The Manager and the City agree that any court may in its discretion, in any -65- 5-9 z '£ I' I !"", suit by or on behalf of the City for the enforcement of any right or remedy under this Agreement, assess reasonable costs, including reasonable attorneys fees, against the Manager in such suit, having due regard to the merits and good faith of the claims or defenses made by the Manager. Section 6. 5. Termination of Proceedings. City shall have proceeded to enforce any right In case the under this Agreement and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the City, then and in every such case the Manager ~nd the City shall, subject to any determination in such proceedings, be restored to their former positions and rights hereunder with respect to this Agreement, and all rights, remedies and powers of the City shall continue as if no such proceedings had been taken. [END OF ARTICLE SIX] -66- ~-· 'I 6 f ,- ,... ARTICLE SEVEN PURCHASE OPTION Section 7.1. Conditional Agreement of Purchase and Sale. Subject in all respects to applicable law regarding disposition of City property, and to the .extent they may legally so agree, the parties agree that the Manager shall have an option to purchase the Site and Exhibition Hall/Auditorium and all other assets and property rights specifically related to and used or useful in connection with the Exhibition Hall/Auditorium on any date on the following terms and subject to the following conditions: (a) The outstanding Certificates of Obligation shall at the time of such purchase be scheduled to mature or be subject to redemp~ion at par plus accrued interest to the date of redemption with . nine (9) . -months,, from the date of such purchase and sale; (b) The Manager shall have delivered notice, in writing, of its intent to exercise such option not less than seventy-five (75) days prior to the proposed date of purchase and sale (which date shall be set forth in such notice); -67-s-• z • £ .- (c) Following receipt of the Manager • s notice referred to in (b) above, the City shall have, if required to do so at the time by applicable law, given notice to the general public of the offer of the land for sale by publishing, on two separate dates, with such sale to occur at least after the fourteenth (14th} day after the date of the second publication, in a newspaper of general circulation in Lubbock County, Texas, with such publication to include a description of the land, including its location, and the procedure by which sealed bids to purchase the land may be submitted, or the City shall have otherwise complied with then-applicable law (the intent of this Section 7.0l(c} being to require compliance with Section 272.00l(a) of the Local Government Code as in effect on the Effective Date of this Agreement); (d) The Manager shall have complied fully with the applicable bidding requirements and shall have submitted the highest and best bid received by the City; (e} ·The Manager's bid shall be equal to or greater than the greater of (1) the _outstanding principal .amount of the Instruments, (2) the fair market value of the property, or (3) the depreciated value of the property calculated on a cost basis of the principal amount of Instruments issued by the City, amortized over a 20-year useful life utilizing the straight line depreciation method, commencing on the Effective Date of this Agreement; and -68- 5-9 2 6 E -··-------------------------------- I' (f) The Manager shall, at the time of such purchase and sale, be in full compliance with all covenants, representations, and obligations under this Agreement, the Ordinance authorizing the Certificates of Obligation, and any other document or certificate executed by the Manager in connection with the issuance of the Certificates of Obligation. Section 7. 2. Preservation of Status of Property. In order to preserve the status of the property to be purchased and sold as described above, to avoid adverse tax consequences to the owners from time to time of the Certificates of Obligation, and to accomplish the public purpose for which the Certificates of Obligation are issued, the City agrees that it will not sell the property to any purchaser unless: (a) The prospective · purchaser is an organization described in Section 50l(c)(3) of the Code and has demonstrated to the City's satisfaction that were it the Manager on the date of such purchase and sale, the condition specified in Section 7.0l(f) of this Agreement would be satisfied. (b) The prospecti~e purchaser has agreed in a covenant running with the land to operate and maintain the property as an Exhibition Hall/Auditorium in the same or similar manner as the property has been operated and maintained while owned by the City for at least five (5) complete years from the date of such purchase and sale; and -69-5.9 Z ~ E No Text - (c) The City has obtained an unqualified approving opinion of Counsel nationally recognized in the field of municipal bond law that such purchase and sale will not affect the status of the interest paid or to be paid on the Certificates of Obligation under federal income tax law. Section 7.3. Proceeds of Sale. Proceeds from the sale of the property shall be deposited in the interest and sinking fund for the Certificates of Obligation. [END OF ARTICLE SEVEN] -70- s -· z ". No Text IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the dates indicated below. EXECUTED by the City this 28th day of February, 1991 CITY OF LUBBOCK • 'II I 1 t •' (City Se~i). ByLC·4~~ Mayor ATTEST: EXECUTED by the Manager this 28th day of February, 1991. SCIENCE SPEC~RUM By: 1/a44atdtL /. !L'-1_ President, r Board of Directors -71-s _, 1 '£ No Text - NO-ARBITRAGE CERTIFICATE OF THE ISSUER The undersigned, being the duly chosen and qualified representative of the City of Lubbock, Texas (the "Issuer"), hereby certifies with respect to its bonds styled "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND LIMITED EXHIBITION/AUDITORIUM HALL REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991," in the principal amount of $4,030,000 (the •certificates"), as follows: A. General. 1. I, a long with Issuer, am charged with the Certificates. other representatives of responsibility for issuing the the 2. This certificate is made pursuant to sections 103 through 150 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder (the "Regulations"). 3. This certificate is based on the facts and estimates described herein in existence on this date, which is the date of delivery of the Certificates to and payment for the Certificates by the initial purchasers thereof, and, on the basis of such facts and estimates, the Issuer expects that the future events described herein will occur. Certain of the facts and estimates upon which the expectations described herein are based have been represented to the Issuer by the Corporation identified below in a certificate of even date herewith. The Issuer is not aware of any facts or circumstances that would cause it to question the accuracy of the representations made by the Corporation. To the best of the knowledge and belief of the undersigned, the expectations set forth herein are reasonable. 4. The Issuer has never been disqualified by the Commissioner of Internal Revenue from certifying an issue of its obligations pursuant to Section 1.103-13(a) (2) ( iv) of the Regulations, has never been listed in a notice of disqualification in the Internal Revenue Bulletin, and has never been advised that such a disqualification is contemplated. 5. Capitalized terms used and not otherwise herein have the meanings ascribed to such terms Certificate Ordinance adopted by the Issuer on April 25 1991 (the "Ordinance"). NO-ARBITRAGE CERTIFICATE OF THE ISSUER -Pa&e l lll6n defined in the and 26, . .- ·- - - B. Purpose and Size. 1. The Certificates are being issued pursuant to the Ordinance to fund (i) the purchase by the Issuer of real property from Science Spectrum, a Texas non-profit corporation (the "Corporation"), and the costs incurred in connection with the construction and equipping of an exhibition hall on such property (the "Project"); and (ii) a portion of the costs of issuing the Certificates. 2. The amounts received from the sale of the Certificates, when added to amounts expected to be received from the investment of such proceeds, do not exceed the amounts which will be required to pay the costs of the Project and the costs of issuing the Certificates. 3. No receipts from the sale of the Certificates or amounts received from the investment thereof will be used to pay the principal of or interest on any presently outstanding issue of bonds or other obligations other than the Certificates. C. Source and Disbursement of Funds. 1. The Issuer has this date received as a result of the sale of the Certificates an amount equal to the principal amount of the Certificates, plus $6,557.78 accrued interest. 2. The Issuer has deposited this day as follows: Disposition Deposit to the Bond Fund Deposit to the Construction Fund Disbursed to pay costs of issuance Amount $ 6,557.78 4,030,000.00 -0- $4,036,557.78 3. The amount so deposited to the Bond Fund, together with income from the investment thereof, will be used to pay the first payment of interest to become due on the Certif.icates on February 15, 1992. D. Yield. 1. On the date of this Certificate, the Issuer is issuing (i) taxable contractual obligations styled "CITY OF LUBBOCK, TEXAS PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, TAXABLE SERIES 1991," and (ii) three (3) series of tax-exempt obligations, not subject to alternative minimum tax, styled "CITY OF LUBBOCK, TEXAS COMBINATION TAX AND SOLID WASTE NO-ARBITRAGE CERTIFICATE OF THE ISSUER -Pace Z I I a 6 n !" - DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATIONS," "CITY OF LUBBOCK, TEXAS GENERAL OBLIGATION BONDS, SERIES 1991," and "CITY OF LUBBOCK, TEXAS COMBINATION TAX AND WATERWORKS SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991," respectively. All these obligations have or will have substantially the same claim to be paid out of substantially the same source of funds as the Certificates; however, the proceeds of the other tax-exempt obligations referred to in this paragraph D.1 are being used for discreet projects completely unrelated to the Project and thus, there is not a common place of financing for the sale of the Certificates and the tax-exempt obligations referred to in this paragraph D.1. Otherwise, no obligations have or will have substantially the same claim to be paid out of substantially the same source of funds as the Certificates. The Yield on the Certificates, on the one hand, and the other obligations referred to in paragraph D.1, on the other, have not been blended, because of different tax treatment for the taxable obligations and because there is no common plan of financing for the tax-exempt obligations. 2. The discount factor required to reduce the principal and interest to be paid on the Certificates to a present value on the date hereof, compounding semiannually, equal to the initial offering prices at which a substantial amount of each maturity of the Certificates was sold to the public is 6.6097. 3. In accordance with Section 24(k) of the Ordinance, unless the Certificates meet an exception described in section 148(f) of the Code, the Issuer will compute and pay to the United States the Reba table Arbitrage due with respect to the Certificates not less frequently than every five years, 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 the Regulations and Rulings thereunder. It is anticipated that the Certificates 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. E. No Excess Proceeds. All amounts received from the sale of the Certificates and all income from the investment thereof will be expended to pay the costs of issuing the Certificates, the costs of the Project and the interest on the Certificates and costs of carrying and repaying the Certificates. NO-ARBITRAGE CERTIFICATE' OF THE ISSUER -Pace 3 1 1 a 6 n No Text .... - F. Contribution by Issuer. In addition to the net proceeds received by the Issuer from the sale of the Certificates, the Issuer has contributed $-0-(the "Issuer Contribution") to pay a portion of the costs of issuance of the Certificates. The Issuer Contribution has been derived from the proceeds of taxable contractual obligations incurred on the date hereof. G. Temporary Periods. Within six months from the date hereof, the Issuer will incur binding obligations to acquire and construct the Project in excess of $100, 000. The Issuer wi 11 pursue completion of the Project with due diligence. Consequently, the Issuer expects that the proceeds from the sale of the Certificates and all income from the investment thereof will be expended within three years from the date hereof for the purposes for which the Certificates are being issued. Pending such expenditure, the Issuer expects to earn not more than $150,000 from the investment of such proceeds, all of which earnings will be applied to pay additional costs of the Project. H. Certificate Fund and Facilities Fund. 1. The Certificates are payable from an ad valorem tax levied upon all taxable property in the Issuer, and are additionally payable from a limited pledge of the Net Revenues of the Project (not to exceed $2,500), 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 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 achieve a proper matching of revenues and debt service for the Certificates within each bond year, and moneys deposited therein will be used solely to pay the principal of and interest on the Certificates as the same become 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. 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 NO-ARBITRAGE CERTIFICATE OF THE ISSUER -Pa&e 4 1 1 I 6 n No Text -· 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 is 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. 3. Any amounts deposited to the Facilities Fund shall be pledged in the priority set forth in Section 14 of the Ordinance. I. No Pledged Funds. 1. Except as described in Section H above, no funds of the Issuer or the Corporation have been pledged to payment of the principal of or interest on the Certificates or otherwise restricted so as to give reasonable assurance of the availability of such funds for such purpose. 2. The Issuer has not received any funds, donations, or pledges for the specific purpose of paying principal of or interest on the Certificates. EXECUTED and DELIVERED this 23rd day of May, 1991. CITY OF LUBBOCK, TEXAS By:z:.~-~~ sistant City Manager for Financial Services (Title) NO-ARBITRAGE CERTIFICATE OF THE ISSUER -Pace 5 1 1 a 6 n I' - - 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 EXHIBITION HALL/AUDITORIUM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991," dated May 15, 1991 (the "Certificate Date"), in the aggregate principal amount of $4,030,000 {the "Certificates"). (2) The Certificates have been duly and officially executed by the undersigned with their manual or facsimile signatures in the same manner appearing thereon, and the undersigned hereby adopt and ratify their respective signatures in the manner appearing on each of the Certificates whether in manual or facsimile form, as the case may be, as their true, genuine, and official signatures. (3) That on the Certificate Date and on the date hereof, we were and are the duly qualified and acting officers indicated therein and authorized to execute the same. (4) The legally adopted proper and official corporate seal of the Issuer is impressed, imprinted, or lithographed on all of the Certificates and impressed on this certificate. (5) No litigation of any nature is now pending before any federal or state court, or administrative body, or to our knowledge threatened, seeking to restrain or enjoin the issuance or delivery of the Certificates or questioning the issuance or sale of the Certificates, the authority or action of the governing body of the Issuer relating to the issuance or sale of the Certificates, the levy of the tax or the assessment and collection thereof to pay the principal of and interest on the Certificates, the collection of the revenues of the City's Exhibition Hall/Auditorium (the "Facilities") or the imposition of rates and charges with respect to the Facilities, pledged to pay the principal of and interest on the Certificates, or that _____________ ...;._ _____________________ .... No Text - - ·- - 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 --~o~s~/2~3~/~Q~J __________ __ {Is-sue-r • s Sea 1) . - StGNATURE The signatures of hereby certified to be true (Ba.?k Seal) , .. 930 the and OFFICIAL TITLE Mayor, City of Lubbock, Texas City Secretary, City of Lubbock, Texas persons subscribed above genuine. are TEXAS COMMERCE BANK NATIONAL ASSOCIATION Lubbock, Texas By: -1.~~ ~ -2- ""\ '' - - CERTIFICATE OF SCIENCE SPECTRUM CONCERNING TAX-EXEMPT STATUS AND RELATED MATTERS I, the undersigned officer of Science Spectrum (the •corporation"), do hereby certify that I have made due inquiry into the facts herein certified and am duly authorized to certify the same and do hereby further certify that: 1. This Certificate is given in connection with the issuance this date by the City of Lubbock, Texas (the "Issuer") of its bonds styled "CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND LIMITED EXHIBITION/AUDITORIUM HALL REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991" (the "Certificates"). 2. The Corporation is a Texas non-profit corporation and is organized on a non-stock basis, exclusively for charitable and educational purposes, as more fully set forth in its Articles of Incorporation; and further, the Corporation operates exclusively for such purposes. The Corporation has no members. The principal activity of the Corporation is the operation of a museum in Lubbock, Texas. The Corporation will also manage the Project (as hereinafter defined) pursuant to a long-term management contract. 3. The Corporation has not operated in a manner materially different from the purposes, character, activities, and method of operation that formed the basis for the determination by the Internal Revenue Service (the "Service"), by a letter dated October 6, 1987, that the Corporation is exempt from federal income taxation as an organization described in section 50l(c)(3) of the Internal Revenue Code of 1986, as amended ("the Code"). 4. One copy of the following documents evidencing the tax-exempt status of the Corporation under section SOl(c) (3) of the Code and certain other materials have been provided to Messrs. Fulbright & Jaworski: a. Forms 990 for calendar years 1987 through 1989, inclusive; b. IRS Determination Letter, dated October 6, 1987; c. IRS Determination Letter, dated June 7, 1989; and d. Ruling Request, dated July 17, 1987. CERTIFICATE Of SCIENCE SPECTRUM CONCE!NIRG TAX-EXEMPT STATUS ARD RELATEp MATTE!S -Pace l I l I 5 n No Text - - - - 5. As of the date of this Certificate, other than the documents referenced in paragraph 4 of this Certificate, there exists no correspondence of the Corporation with the Service with respect to the tax-exempt or non-private foundation status of the Corporation, including but not limited to, forms, audits, questionnaires, no-change letters, filings made by or on behalf of the Corporation with the Service concerning changes in organization, operation, and activities, or similar correspondence, since the inception of the Corporation. 6. The documents relating to the Corporation listed above in paragraph 4 of this Certificate and the documents provided by the Corporation to Messrs. Fulbright & Jaworski on April 25, 1991, pursuant to that certain Questionnaire for Science Spectrum mailed to the Corporation on March 19, 1991 (the "Questionnaire"), are true, correct, and complete copies of all documents in existence relating to the subject matter of the Questionnaire. 7. There have been no material changes in the status, organization, operation, or activities of the Corporation, or in any other matters that would affect the responses, to any questions contained in the Questionnaire, or in any matters discussed with Messrs. Fulbright & Jaworski in connection therewith, except as described herein, and such responses are true and correct as of the date of this Certificate. 8. The Corporation has not diverted a substantial part of its income or assets for a purpose or purposes other than such purpose or purposes for which the Corporation is organized and operated, as described in paragraph 2 of this Certificate. 9. Since the inception of the Corporation, not more than an insubstantial part of the activities of the Corporation has been: a. the carrying on of propaganda or otherwise attempting to influence legislation by contacting, or urging any person to contact, any member or members of a legislative body for the purpose of proposing, supporting, or opposing legislation, or some combination thereof; or b. advocating or campaigning for the adoption or rejection of legislation. 'ERTIFICATE OF SCIEN'E SPECTRUM 'OMCERNING TAX-EXEMPT STATUS AND RELATED MATTERS -Pace 2 I I I 5 n .. - - - For purposes of this Certificate, ( i) the term "legislation" includes action by the Congress of the United States, by any state legislature, by any local counci 1 or similar governing body, or by the general public in a referendum, initiative, constitutional amendment, or similar procedure, and (ii) the term "insubstantial part" means an amount not to exceed $5000 during any fiscal year of the Corporation. 10. During the period since its inception, the Corporation has not participated or intervened, directly or indirectly (including the publication or distribution of written or printed statements or the making of oral statements), in any political campaign on behalf of or in opposition to any individual who offered himself or herself, or was proposed by others as a contestant for an elective public office (whether such office was national, state, or local). 11. No trustee, officer, or founder of the Corporation or any organization or corporation controlled by such person (or persons), or any other person or persons having a personal or private interest in the activities of the Corporation, has acquired or received, directly or indirectly, any income or assets of the Corporation in the form of salary, rent, loans, or otherwise for any of the fiscal years of the Corporation since its inception, other than amounts reported on Internal Revenue Service Form 990 filed by the Corporation for the appropriate fiscal year of the Corporation. 12. No trustee, officer, or founder of the Corporation, or any organization or corporation controlled by such person (or persons), or any other person or persons having a personal or private interest in the activities of the Corporation, has acquired or received, directly or indirectly, as of the date of this Certificate, or is expected to acquire or receive any income or assets of the Corporation in the form of salary, rent, loans, or otherwise for the current fiscal year of the Corporation in amounts substantially greater than the amounts reported on the Internal Revenue Service Form 990 filed by the Corporation for such fiscal year of the Corporation for such person (or persons), organization, or corporation or for persons, organizations, or corporations having similar interests in the activities of the Corporation. 13. As of the date of this Certificate, the Corporation has not received any indication or notice, written or oral, from a representative or representatives of the Service to the effect that the Corporation • s exemption from federal income taxation as an organization described in section 501(c)(3) of the Code has been revoked or modified, or that the Service is considering revoking or modifying such exemption, and such exemption is in full force and effect. CE!ItfiCATE OF SCIENCE SPECTRUM CONCERNING TAX-EXEMPT STATUS AMP BELATED MATTERS -Pace l 1 1 a 5 n .- 14, As of the date of this Certificate, the Corporation has not received any indication or notice, written or oral, from a representative or representatives of the Service to the effect that the Corporation is a private foundation or that the Service is considering issuing such notice. The Corporation has not operated as a private foundation at any time. 15. As of the date of this Certificate, the Corporation is not under examination by the Service, nor has it received any notice, oral or written, from the Service of a proposed examination thereby, with respect to any fiscal year of the Corporation. 16. The Corporation has timely and properly filed with the Service a 11 annua 1 reports, tax returns, and other matters required to be filed by the Corporation since its date of incorporation, and such reports, returns and other matters are true, correct, and complete. 17. The proceeds of the Certificates will be used by the Issuer to (i) purchase certain real property from the Corporation and pay the costs incurred in connection with the construct ion and equipping of an exhibition ha 11 (the "Exhibition Hall") on such property (the "Project"); and (ii) to pay a portion of the costs of issuance of the Certificates. The Corporation wi 11 manage the construction and equipping of the Exhibition Hall, and its operation after completion, pursuant to a long-term management contract. 18. The net proceeds from the sale of the Certificates to be used by the Issuer to finance the Project is at least $3,949,400. 19. Corporation Classification Corporation is The employer identification number of the is 752184555. The Standard Industrial Code of the Project with respect to the 7999. 20. Since its inception, the Corporation has not provided any loans unrelated to its exempt purposes and has not provided loans or advances at less than prevailing market rates to any member of the Corporation's governing board or an employee of the Corporation, nor has the Corporation guaranteed an income level to any such person. 21. Since its inception, the Corporation has not acted as a guarantor for any loan by banks (or other parties) to any individual or organization, including, but not limited to, any member of the Corporation's governing board, except as identified in the Corporation's financial statements. CERTIFICATE Of SCIENCE SPECTRUM CONCERNING TAX-EXEMPT STATUS AND !ELATED MATTERS -Pa&e • 1 a a 5 n No Text - 22. All of the members of the governing body of the Corporation are selected from a cross-section of the community in which the principal office of the Corporation is located. 23. Any surplus funds of the Corporation are generally used to improve the quality of services provided by the Corporation, to expand and to replace existing facilities and equipment, to amortize existing indebtedness, and to advance programs which further the tax-exempt purposes for which the Corporation was established. 24. The Corporation has not and will not: a. permit the Project or any other property acquired or to be acquired, constructed or improved with proceeds of the Certificates to be used by any person, corporation, or organization that is not described in section 145(a)(l) of the Code, or as to which the operation or management of such property or any property to be acquired, constructed, or improved with proceeds of the Certificates is an unrelated trade or business, as determined by application of section 513(a) of the Code; b. use the Project or unrelated trade or business determined by application of Code; any part thereof, in an of the Corporation, as section 513(a) of the c. enter into any agreement, formal or informal, providing for management of the Project, or any part thereof, by a person, corporation_ or organization, not described in section 14S(a) (1) of the Code, or as to which the management .thereof is an unrelated trade or business, as determined by application of section 513(a) of the Code, unless: (1) compensation for such management services shall be based on a periodic flat fee that is in reasonable relation to the value of the services performed and, if subject to automatic increases, such increases shall not exceed those determined by mutually agreeable external standards set forth in the management agreement; (2) compensation for such management services shall not be compensated (in whole or in part) on the basis of a share of net profits, and at least 50 percent of the annual compensation under such contract shall be based on a periodic fixed fee; CERTIFICATE OF SCIENCE SPECTRUM CONCERNING TAX-EXEMPT STATUS AND RELATED MATTERS -Pa&• S 1 1 I S n No Text - - ( 3) the term of such management agreement (including any renewal option periods) shall not exceed five years and, if in excess of three years, shall permit the Corporation to cancel the agreement without penalty at the end of each three-year period of the term of the agreement; ( 4) no employee or member of the governing body of the person, corporation, or organization providing such management shall be a member of the governing body of the Corporation, and no employee or member of the Corporation shall be a member of the governing body of such person, corporation, or organization, except that not more than one such employee or member may be a member of such governing body in either case if the membership of each such governing body of which he is a member exceeds five and such employee or member shall not also serve as the chief executive of either such governing body; and (5) members of the governing body of the Corporation shall not own a controlling interest in the person,-corporation, or organization providing such management; or d. enter into an agreement, formal or informal, providing for use of the Project, or any part thereof, by a person, corporation, or organization not described in section 145(a) (1) of the Code, or as to which the management thereof is an unrelated trade or business, as determined by application of section 513(a) of the Code, unless: ( 1) if compensation to the person, corporation, or organization using the Project, or any part thereof, is based upon a percentage of fees charged for services rendered by such person, corporation, or organization, then ( i) the term of such agreement shall not exceed two years and shall be cancelable by the Corporation without penalty or cause upon 90 days• notice, and (ii) such compensation shall be reasonable and shall not be based on a percentage of net profits of the Corporation; (2) if compensation to such person, corporation, or organization is based upon a periodic flat fee, then (i) the term of such agreement shall not exceed five years and shall CERTIFICATE OF SCIENCE SPECTRUM CONCE!NIWO TAX-EXEMPT STATUS ANQ RELATEp MATTERS -Pe&e 6 l l I S n !"' -. - - - be cancelable by the Corporation without penalty or cause at the end of any two-year period of the term, and (ii) such compensation shall be reasonable, and if such agreement provides for automatic increases in such flat fee, such increases shall not exceed those determined by any mutually agreeable external standard set forth in such agreement; and (3) no member of the governing body of the Corporation shall be such person, corporation, or organization, any related person as defined in section 144(a)(3) of the Code, or an employee of such person, corporation, or organization, unless the governing body of the Corporation includes five or more members and such member is not the chief executive of the governing body of the Corporation; if as a result of any such agreement or use, 5\ or more of the proceeds of the Certificates, including any proceeds of the Certificates used to pay or otherwise finance costs of issuance of the Certificates, shall in the aggregate be used to finance facilities that will be used or managed pursuant to all such agreements or uses unless, in the opinion of nationally recognized bond counsel, such agreement or use will not adversely affect any exemption from federal income taxation of interest on any of the Certificates. 25. On the date of this Certificate, the Issuer is issuing ( i) taxable contractual obligations styled "CITY OF LUBBOCK, TEXAS PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, TAXABLE SERIES 1991," and (ii) three (3) series of tax-exempt obligations, not subject to alternative minimum tax, styled "CITY OF LUBBOCK, TEXAS COMBINATION TAX AND SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGATIONS," "CITY OF LUBBOCK, TEXAS GENERAL OBLIGATION BONDS, SERIES 1991," and "CITY OF LUBBOCK, TEXAS COMBINATION TAX AND WATERWORKS SYSTEM SUBORDINATE LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991," respectively. All these obligations will have substantially the same claim to be paid out of substantially the same source of funds as the Certificates; however, the proceeds of the other tax-exempt obligations referred to in this paragraph 25 are being used for discreet projects completely unrelated to the Project and thus, there is not a conunon plan of financing for the sale of the Certificates and the tax-exempt obligations referred to in this paragraph D.l. Otherwise, no obligations have or will have substantially the same claim to be paid out of substantially the same source of funds as the Certificates. The Yield on the Certificates, on CERTIFICATE OF SCIENCE SPECTRUM CONCERNING TAX-EXEMPT STATUS l l I 5 n / the one hand, and the other obligations listed above, on the other, have not been blended, because of different tax treatment for the taxable obligations and because there is no common plan of financing for the tax-exempt obligations. 26. The amount of outstanding non-hospital bonds allocated as of the date of issuance of the Certificates to the Corporation and all organizations under substantial common direction pursuant to section 145(b) of the Code is not in excess of $4,030,000. The Corporation and all organizations under substantial common direction will not be the owner or the principal user of property financed with tax-exempt non-hospital bonds, in an amount which, in the aggregate, exceeds $150,000,000, within the three-year period beginning on the date the Project is completed and placed in service. 27. The net proceeds of the Certificates will be used to pay the costs of providing the Project estimated to be as follows: a. Cost of real property: $650,000; b. Cost of building construction and equipment: $3,350,000. The Corporation expects that the Project will be completed on or before April 30, 1994. 28. The weighted average reasonably expected economic life (within the meaning of section 147(b) of the Code) of the assets described in paragraph 27, remaining as of the date hereof (or if later, when the assets will be placed in service), is at least 15 years and the weighted average maturity (within the meaning of section 147(b) of the Code) of the Certificates is not more than 12 years. 29. No portion of the proceeds of the Certificates will be used to provide any airplane, skybox or other private luxury box, any facility primarily used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises, all within the meaning of section 147(e) of the Code. 30. The amount of proceeds of the Certificates used to pay or otherwise finance costs of issuance wi 11 not exceed 2\ of the proceeds of the Certificates. 31. By April 30, 1994, there will be expended for the purposes for which the Certificates were issued the sum of all (i) proceeds received from the sale of the Certificates and (ii) earnings from the investment of such proceeds. CE!TIFICATE OF SCIENCE SPECT!UM CONCERNING TAX-EXEMPT STATUS AND !ELATED MATTERS -Pace I 1 1 I S n ,• .· /"'. 32. Amounts received from the sale and delivery of the Certificates, including amounts received from the investment of the receipts from the sale of the Certificates, wi 11 not exceed the amount necessary to pay the costs of the Project and issuance of the Certificates. 33. All of the proceeds from the sale of the Certifj.cates and earnings from the investment of such amount (or any portion thereof) received by the Corporation as a reimbursement of costs of the Project previously paid by the Corporation will be deposited in the Corporation's general operating account or accounts for working capital, will be expended promptly after receipt, and will not be set aside or retained to pay or otherwise make available the payment (directly or indirectly) of debt service on the Certificates. 34. Except as provided in the Certificate Ordinance adopted by the Issuer on April 25 and 26, 1991 (the "Ordinance"), no portion of the amounts received by the Corporation from the sale of the Certificates will be invested in securities of any kind or used to replace funds so invested (except for the temporary investment of reimbursed Project costs for a period not exceeding one month from the date hereof prior to expenditure thereof for corporation purposes). 35. Except as described in the Ordinance, (i) no debt service fund, redemption fund, reserve fund, replacement fund, or similar fund will be used to pay principal of or interest on the Certificates and (ii) no funds of the Corporation will be pledged or otherwise restricted so as to give reasonable assurance of its availability for such purpose. 36. The Corporation understands and agrees that the foregoing representations and descriptions and the attachments hereto will be relied on by the Issuer in the issuance of the Certificates and by Fulbright & Jaworski, Bond Counsel to the Issuer, in rendering their opinion on the tax-exempt status of the interest on the Certificates. The Corporation further understands and agrees that Fulbright & Jaworski will rely on material facts, estimates, and expectations solely within the knowledge of the Corporation and that Fulbright & Jaworski will not independently verify various matters, including but not limited to the use of the proceeds from the sale of the Certificates, including any earnings derived from the investment thereof. CE~TIFICATE OF SCIENCE SPECT~UK CONCERNI!G TAX-EXEMPT STATUS AND RELATED MATTERS -Pa&e 9 1 I I 5 n /' EXECUTED, DATED, AND DELIVERED effective this 23rd day of May, 1991. SCIENCE SPECTRUM .~ CERTIFICATE OF SCIENCE SPECTRUM CONCERNING TAX-EXEMPT STATUS AND RELATED MATTERS -Pa&e 10 1 1 a 5 n No Text .. ANNUAL OPERATING BUDGET ESTIMATE OONI THEATER at Science Spectrum Revenue (based upon mean attendance projection from feasibility study) Expenses SALARIED EMPLOYEES Theater Director Marketing Manager Box Office Supecvisor Secretary/Receptionist Omnimax Chief Projectionist Total Benefits (xl2%) Total PART TIME/HOURLY EMPLOYEES Pact time Bookkeeper Projectionists Ushers Cashiers Total Benefits (x8%) Total TOTAL PAYROLL TRAVEL EST. Staff Travel Memberships Unifocms Cleaning Total $915,~ $ 30,000 25,000 15,000 15,000 18,000 $103,000 12,000 $115,000 $ 10,000 13,500 17,500 15,500 $ 56,500 4,500 $ 61,000 $176,000 $ 6,000 2,000 2,000 $ 10,000 No Text ,... SUPPLIES & SERVICES Office Supplies $ 4,000 Box Office Supplies 3,000 Theater Supplies 2,000 Telephones 3,000 Duplication/Postage 2,000 Professional Services 1,000 Total $ 15,000 OMNI THEATER SUPPLIES & MAINTENANCE """ . Omnimax/Audio Maintenance $ 59,000 Omnimax Lamps 5,000 House Lights 2,000 Slide Projector Lamps 1,000 Total $ 67,000 ,.., MARKETING & ADVERTISING P. R. & Advertising Agency Fees $ 10,000 Market Research 4,000 ,.. .. Brochuce Printing 10,000 Direct Mail 10,000 Newspaper 45,000 Broadcast 20,000 OUtdoor 5,000 Yellow Pages 1,000 ,..., Collateral 2,000 Ad Production 8,000 Total $115,000 PROGRAMMING COST Omnimax Film Leases $180,000 Prints and Sound Tracks 12,000 Shipping, Platters, Misc. 2,000 Total $194,000 ...... . ' BUILDING OOST Heating/Water $ 25,000 Electric 10,000 Insucance 25,000 Building Maintenance 10,000 Cleaning 30,000 Total $100,000 --- ... ;· ' ,..., , .. \ LEASE Onnimax Lease $ 23,000 TOTAL ESTIMATED OPERATING COST $700,000 TOfAL NET REVENUE $215,400 I certify that the foregoing revenue and expense projection is an accurate summary of the annual operating budget estimate for the Exhibition Hall/Auditorium. Alan Henry Project Manager Board Member Science Spectrum No Text ..... I ®ffice of tf)e §ttornep ~eneral ~tate of t!J;exag May 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 Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificate of Obligation. Series 1991 (the "Certificate") in the principal amount of $4,030,000 for approval. The Certificate is dated May 15, 1991, numbered T-1 and was authorized by Ordinance No. 9436 of the Issuer passed on April 26, 1991 (the "Ordinance"). I have examined the law and such certified proceedings and other papers as I deem necessary to render this opinion. As to questions of fact material to my opinion, I have relied upon representations of the Issuer contained in the certified proceedings and other certifications of public officials 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 from a limited pledge of the Net Revenues of the Issuer's Exhibition Hall/Auditorium, such pledge being limited to an amount not in excess of $2,500 and being junior and subordinate to the lien on and pledge of such Net Revenues securing the payment of the Prior Lien Obligations. Therefore, the Certificate is approved. No. 24928 Book No. 89 spc 512/463-2100 P.O. BOX 12548 AN EQUAL EMPLOYMENT OPJ'ORTUNITY EMPLOYER AUSTIN, TEXAS 78711-2548 /" I - t.ii:\ '::' 73-116 ~":" (Rev.1.Q1/5) 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 Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificate of Obligation, Series 1991 numbered T-1 ---------------------of the denomination of $ 4,030,000 various issuer, interest ----- in this office, on the dated May 15 91 ----------· 19 ___ , as authorized by percent, under and by authority of which said bonds were registered 15 day of May , 19 91 , as the same 652 92 appears of record on page ____ Bond Register of the Comptroller's Office, Vol. __ _ Register Number 53072 Given under my hand and seal of office, at Austin, Texas, the 15 May 91 day of -----------• 19 __ . Comptroller of Public Accounts State of Texas ·"" !" I' (\ /"''\ 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 EXHIBITION HALL/AUDITORIUM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1991", dated April 1, 1991, in the aggregate principal amount of $4,030,000 (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-------------$4,030,000.00 ACCRUED INTEREST------------$ ~.557,71 TOTAL AMOUNT RECEIVED ON 1 DELIVERY OF THE CERTIFICATES $4, ~ 3G1 6S7. 7f' 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 S 76 D DELIVERED, this ~0=5~/=2=3/~9~1~----------------- TEXAS COMMERCE ASSOCIATION Lubbockz• By~ BANK NATIONAL Title ____ ~A~~~/ __ r~/.P~--------- No Text -·.·· \I \ .. ~ CERTIFICATE AS TO OFFICIAL STATEMENT THE STATE OF TEXAS § § § § § COUNTY OF LUBBOCK CITY OF LUBBOCK RE: $4,030,000 "City of Lubbock, Exhibition Hall/Auditorium Certificates of Obligation, 1991 Texas, Combination Tax and (Limited Pledge) Revenue Series 1991, dated May 15, 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 I -I - _,..., (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 sea 1 of the City, this ,QS/23/91 ----~~---------------------------- CITY OF LUBBOCK, TEXAS ayor ~eQ.~ (City se:al) .. ... ... ··~ ·~ .. -2- 64980 '· ------------------- -, ! - -- CLOSING CERTIFICATE Of SCIENCE SPECTRUM X, the unaerai;ned, Ptesident of the Board qf · Trustees of Sci&t\Ce Spectrum (the "Men11;er") do hereby certify, re~resent, and warrant: 1. the representations and warranties of the Mana;er in the Land Acquiaitlon anc! Mana;,ment: Agreement between the City of Lubbock, Taxa a and the Mana9er, dated 111 oe February 28, 1991 (the ~Agreement"), and in eny certificate or document c5e11vered by the Mana;er pur1uant to the provi1ion1 of ~he Agreement, are true and correet on and aa of the date hereof as thouoh such repreaentattons and warranties were msde on and as of the date hereof, and all a~reementa or coneS I tiotus to be petformed or c:ompU.e~ with by the M&neoet under the A;reerrt.ent on or prior to the date hereof have been performed or complied with I 2. the 8oard of Trustees of the Manager has duly authorize4 tbe execution and delivery ot the Agreement and the trensactiona co~templatec! by the Agreement end the action of the Board of Trustees of the Manager la in full force and effect as of the date hereof; . 3. no li tl.;atlon ia rending or, to my knowledqe, threatened in any eourt to restra n or enjoin the operations or activiti11 of the Manager, or in any way contesting or affeoting the cteationf organization, or tax•exempt status of the Mana;er or tbe validity of the Agreement, or eontestin9 the power• of the Manager to · ezeeute, deliver, and perform the A;reementJ and 4. no event affectlno the Manager hal occurred since the date of the City's Offtc1a1 Statement relating to the lnatrumenta (aa defined in the Agreement) which ahould be disclosed therein for the purpose for which it is to be use~ or which ia necessary to be dlacloeeO therein in order to mak~ the statements or inform1tlon therein no~ miele&dinv in eny respect and the inform1tton cont~ined in such Official Statement relatint; to the Mana;er and the A;reement is true, . complete, and correct in all ~aterial re•pecte. E•ecuted 1nd delivered thia the 23rd day of May, 1991. c&z"f='~ L~ . assan ra • enry Preal~ent, Board o! Tru1tee1 Science Spectrum No Text I I I L. THE STATE OF TEXAS COUNTY OF LUBBOCK R-793 Before me TonY I HenrY a Notary Public in and for Lubbock County, Texas on this day personally appeared T , J , Auf 11 I • A c c a u n t Men at! e r of the Southwestern Newspa- pers Corporation, publishers of the Lubbock Avalanche-Journal -Morning, and Sunday, who being by me duly sworn did depose and say that said newspaper has been published continuously for more than fifty-two weeks pri- or to the first insertion of this .--tl ... s,..I!~IIH-1 -RHVo ...... t ..... .t~C..-41~=---------------------­ _____________ _..o. 822543 at Lubbock County, Texas and the attached print- ed copy of the I e I! a I nat i r. e is a true copy of the original and was printed in the Lubbock Avalanche-Journal on the following dates =--"'IA~PP-F-Fi.-1+1 ---=::2rl7-it'"--'-111~9,_.9.,.,2.ilr---------------567 WI ,50 = 283,50 Account Man ater LUBBOCK AVALANCHE-JOURNAL Southwestern Newspaper Corporation FOR!\158-10 liztr ClmlWA.Mceteo. N37 AN (I~~ Atmi(JRII)tllGJ 'fJtll tUIMHM!'· Cf' "C:ITY 01" LUBBOCK, TEXAS, COMBINA- TION TAX AND SOLID WAST& DISPOSAL SYSTEM REVENUE CERTIFICATES OF OBLIGA· TION, SERIES 1991"; LEVYING AN AD VALOREM TAX UPON ALL TAXA8LE PROPERTY IN THE CITY AND PLEDGING TME NET REVENUES OF THE CITY'S SOLID WASTE OISPOSAL SYs-TEM FOR THE PAYMENT OF SAID CERTrFICATES·I P·RE· SCRIBING THE TERMS AND DE· TAILS OF SIJCH CERTIFICATES AND RESOLVING OTHII;R MAT· TERS INCIDENT AND RELATED TO THE ISSUANCE, SALE. SECU· RITY, PAYMENT AND. DELIV· ERY OF SAID CERTIFICATES, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OF-FICIAL STATEMENT PERTAIN· lNG THERETO; AND PROVID· lNG AN EF.FECTIVE DATE. 1Sf,l45.0001 ORDINANCE NO. 9432 ' AN OROINANCI; AUTHORIZING THE ISSUANCE OF $7,500,000 "CITY OF LUBBOCK, TEXAS, ELECTRIC LIGHT AND POWER SYSTEM REVENUE BONOS, SE· RIES 1991"; PRESCRIBING THE FORMS, TERMS, AND PROVI· SIONS OF SAIDBONDSI PLEDG· lNG THE NET REVENUES OF THE CITY'S ELECTRIC LIGHT AND POWER SYSTEM TO THE PAYMENT OF THE PRINCIPAL OF AND .INTEREST ON SAID BONOS; ENACTING PROVI·. $IONS INCIDENT AND RELAT· ED TO THE ISSUANCE, PAY· MENT, SECURITY, SAI.E AND DELIVERY OF SAID BONOS,'IN- CLUOING THE APPROVAL, ANO . D~Stll(.UTIOM< Ofl AN'OFFI· CJI,I. ST!li'EM.ENT Pfi;RtAINING ntQt'TC, AICDI"flC'VIDING AN I!FF&CTIVE DATE. QaOii.w&U HO. 9~ -I I --. -' AtiO fe.A'lUit11lS OP 11*10 I!Ot<IOS. tevYtNG A C:CNTrN\1. , UIG Olti:IOCT ANNUAL AI) VAL' DRJW, TAX P.OR Ttf,E PAYMIINT I F SAiD BONDS: AND R!ilOW,' NG OTHER MATTERS INCI; DENT AND RELATED Tj) lHE SSUANCE,SALE, PAYMENT ND DELIVERY .OF:&AID ONDS, !NCLUOING THE All··.· ROVAL OF AN OFFICIAt: TATEMENT PERTAI-N't"''ii' HERETO; AND PROVIDING Ate . FFECTIVE DATE.IS2,000.000J;· · l OltDINANCENO:'ta6'·•t.•o· N oRDINAN~E AUTHORIZING HE ISSUANCE OF "CITY OJ; IUB80CK, TEXAS. CDMBINA.. ION TAX AND EXHIBITION ALL/AUDITORIUM (LIMITED LEDGE) REVEI\IUE CERTIFI-ATES OF OBLIGATION.'"SE• IES 1991"1 SPECIFYING THE ERMS AND FEAT\IRE$ OF I. :ho FcJ:V~~~Tf~~~~~v~ AID CERTIFICATES OF 081.J: ATION BY THE LEVY OF AN D VALOREM TAX UPON ALL . AXA8LE PROPEI'tTY WITHJN HE CITY AND A LIMITED 1'L.EDGE OF. .. TH.E ""ET REV· '!NUES FROM THE OWNERSHIP F THE CITY'S EXHIBIT'IO!'l ALL/AUOIJORIOM; AHO'Rt:i• JC)LVING OTHER MATTERS m- tC:IDENT•AND RELATING TO , t.HE ISSUANCE, PAYMEI!I.T, ,se, iC:URITY, SALE AND DELIVERY 'OF SAID CERTIFICATES, IN· CLUDING THE APPROVAL: AND 1 .. 0· ISTRIBUTION. OF AN OFFI-CIAL STATEMENT PERTAIN LNG THERETO AND THE EXECu:· TION OF A. PA'I'INO AGENT/REGISTRAR AGREl· MENT IN CONNECTION THER '' f,1)il ANDPROVIOIMGFOilA ~"~51~~~~T~--~.~~~ .. ~ --,; t TONYA H.ENRY Notaty Public STATE OF TEXAS lftY Comm bp Nov l9 ~9'7 ORDINANCE NO. fiii .. VYI . M TAX UPON ALL TAXABLE· PROPERTY IN THE CITY ANO PLEDGING THE .NET REV· ENUES OF THE CITY'S WATER· WORKS SYSTEM FOR THE PA·· MENT OF SAID CERTIFICATES; PRESCRIBING THE TERMS AND OETAILS OF SUCH CEIHIFt· CATES; PRESCRIBING.TH~ TERMS AND DETAILS OF. SUCH f9~~~~CtJEJA~~:~~~~: DENT AND RELATED TO:Tf.tE ISSUANCE, SALE, SECURITY. PAYMENT AND DELIVERY OF, SAID CERTIFICATES, INCLUD-ING THE APPROVAL. AND Ora-· TRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; ANO PROVIDING AN EFFECTIVE DATE. l$16.lZO.®Ol ORDINANCE N07t.cil AN ORDINANCE APPROiiiNG AND AUTHORIZING THE EXE· CUTION AND DELIVERY OP "CITY . .OF LU8BOCKi TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL. OBLIGATIOte'$, TAXABLE SERIES 1991"1 SPECI-FYING THE TERMS OF SUCH CONTRACTS; MAKING PROVI· SIONS FOR THE PAYMENT THEREOF; AND RESOLVING OTHER MATTERS INCIDENT· AND RELATED TO THE EXECU• TION, PERFORMANCE AND PAY ME NT OF SUCH ·coNe· TRACTS, IN'cLUOING THE AP• AND OF A IT No Text THE STATE OF TEXAS COUNTY OF LUBBOCK AFFIDAVIT OF PUBLICATION § § § BEFORE ME, the undersigned authority on this day the City oath personally appeared T.J. Aufill, Account Manae:er of Lubbock Avalanche Journal, a newspaper published in the of Lubbock, Texas, who, being by me duly sworn, upon deposes and says: That said newspaper is of general circulation in the City of Lubbock, Texas, and that the attached •NoTICE OF INTENTION TO ISSUE CITY OF LUBBOCK, TEXAS, TAX AND REVENUE CERTIFICATES OF OBLIGATION," was published in said newspaper in its issue of --~A~p~r_,~·~l~6u-------' 1991; and said newspaper devotes not less than twenty-five percent (25\) of its total column lineage to items of general interest, is published not less frequently than once each week, is entered as second-class postal matter in the county where it is published, and has been published regularly and continuously for not less . than twelve ( 12) months prior to the date of the' publication of the attached notice. 29~ Account~e:er Title SWORN TO AND SUBSCRIBED BEFORE ME, this. the of ___ ___,_,A_P-'r-'1::;... "-I _, 19 9 1 • C:rrv (),; LUBIIocK. TE~ 1 (Notary Seal) 6 1 S 1 E TONYA HENRY Notary Public STATE OF TEXAS My Conll:l bp NOr 19 'P!f94 • COMBIIol.t.TION TAX • . , . AHOEXH1151TION 'MAWAUDITOIUUM . (L.IMITI!!D PLEP:Ge) RE'IteN\IE CI!!RTI~ICATI!S , .· .; . ,; OPS~~~~~~ON '<~\'"·" NOTICE OF PUBLI(: HEARING . ' .... ~ursuant to iettlcm 147(f). of the Internal Rtvenue Code of 1~; , .• , .imended llhe "Code"), NO. i TICE IS HEREBY GIVEN lhallht : ,A»Istant CIIY Manager .lor Finan :Cclal &enricH of ·the City· of Lub l'bi>ck, Teus will bolel a Public ''Heartno on ·AorU·25, 1991, at t:OI t A.M: .It .!he otflt~~ of the Assist an: · CitY Manager for Financial Ser '.\'Ices. MuniciPal Bulklino. 16251311 :·street, Lubbeck, Texas 79457, wilt '.respect .to· the contemolaleel "''' '•lnel Issuance bV the City of Lui> i llodl. TexaL of not to exceed Four i,MIIIloo Thirty JM\iHnel Dollars • .cs.c.030.000l .ln·11t'lnciPII·amount of .. lls<lty of LUbbock, Texas, Comb!· ,•na.IJo!I.-.TU anel EXhibition .. HaltfAuelltorlum (Limited Pledge) Re~~enue Certificates of Obligation, .Series 1991· (lhe ·"Certlflcatts of Obligation"). The Certlflcatn ot Obllgatlon .will be tnueel for the ''Public 'PUrPOses of paving an • : oart of the cost of c:onstrudtnlr anel '8fiUIPPing lin lllhlbltlotl ·,hall/auditorium; lncluelino 1t1e cost ;.of ll<:flulrlno the aite lherotor. The !exhibition hall/auclltorlum will Ill ivseel tor ldentlflc. am"al. tllll i~ue~~tJonat . PI'OIIrarns, Tile exhibl· :tton llalltaueltloriurn wm lie owllllll ~~ !tie .citY of ~ T,xas, wiH ;:-===-~r:,. ~· 11 day / !'tn orar .o; It; lnt-.t cin lhli Certlllates of Obligation to be .,.. 1"1111 fnlm federtl lftcome.taxa· lion. the Code ,_lrn lhat ...... •~nee of the Certiflcatn of Obll· 11aflon be IPDrovecf bv appropriate eleded PUblic. Officials of !he City,, foiiOWIAtl.e PUblic hearing. . · ; ; 1 :•rr· ..... · · ! • All Interested oersons art In-' vlteel to attend the hearing to ex• press 'fllair views ·wlth respect to · : IM Protect or lha lasuance of the · ; Certificates of Obligation. In Ueu of ~ attanelaRCe at the meeting, written " comments may be submitted to the [' As~lstant City Manager tor Finan· ;' c1111 SaNices at the address given -!• above. FurtMr information *'"' :, respect to tiM Pf'OPO$eCI Certificates i!, of Pblltlall.on will be evallabte at , l the hearing, or IIPOn written re-t' quest prior thet'eto aelelresseel tq , ~ the Assistant City Manager tor Flo · t nanclal ~Ices at 1t1e ae1e1ress I IV·-~en~~~· , ' : ,:CITY~F1.U880CK. TEXAS . ' '·· "' BY: J. Robert Massenoata. • , · > Aulstant City Manaver i ; " ·· · tar Finlnclal Services r: R76t . ,_, ---:'-:----- ,.,. .lacaleCI an lha currentlv veqnt ;J>r-. rty, Wllh:h Is '':::::tillY. 'soU!fi·Cif~ llflftlll ,.,, --------------------------------------------------:we":9!:.C8nton Avenut. &.u~ --· No Text THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK AFFIDAVIT OF PUBLICATION § § § BEFORE ME, the undersigned authority, on this day personally appeared who, after being by me duly sworn, depb~~~ A~ha11 says that (s)he is the Account Manaeer 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 at least thirty (30) days prior to the date of the public sale for the obligations referred to therein. 7 .9·~· SWORN TO AND SUBSCRIBED BEFORE ME, this the 22 of -"'"']A~P:t-~ri"'-'Jt-·: t-1 -....,.-----' .,..1'7""9_9_1_. ___ _ ~;(i~~;.: ..... ~;;;r;;;;;~l '' NOJict!OP SALE ', ; S TONYA ti£NRV t c:tTV:~,~we~oc~e.'ex~ ; 'hie CitY Council ., tilt (ltv .,-Notaty Public Lubboo:lt,. Tun •. •Ill. reo:elve • STAT.E Of TEXAS ualed bids at the Cltv Council Chambers ... Munio:lpal" <omple>r u.. ,..-rio Exp .~ 19 f994 .1625 13th Street, Lubbock,• TexaS: ... , """I'" ; until l:30 P.M .• Central Oavllght: (Notary Seal) St,lE Time, Al>rll 25, 19P1, for the foiiQW-. ling tleaerlbed bonds: . . . . ~·· .~o:Jb.cciocrtv of~~ j~' 1·: . ·.Combination To anci '.· ·· .. Elrhlblllon NalltAuclltorJuin t · · 11,1mltecl Pledget Revenua '· ~.··: 'Certlncetn or Obligation ·: (: W , ·, ' Series 1"1 · · ' . •>' .:· !(Dated May 15, 19PI; I>HIIdlllldlie tif'ebruarv ts, of each ~ar .IS fol-lows: uoo.ooo .. ch vtar utr lhrOI/1111 1005 and 1205,000 m· the · 1.-eart '006 through toll 1 Interest l).avable Februarv IS. 1m enct tach iugust IS lnd Ftbruarv 15 lhei'eaf.· T. he Cl·ll'· ~ese. ryes. the right, II· OPIIon. to rldftm Cartllicates urlng on anct after Ftbruarv IS. · 1002. ort FebnMry 1001, or any date' a; • ... •"". • lithe". r value ltlereot · ~rusaccryect Interest to 111e ctalt . xedfor~~evment. ·· , ;.:, '• .. l t:F'urih.r 'iniormatlcin mav '~ : ift>fl'lned from lhe .Division of 1'1· ·E~. City or l.utbock. P.o, ·Bcix , .oo, L'Ubboo:k, Texas 794$71 or . rom First Southwest Compaofv · Firal.tltv Center, 1700 Pacifl~ 14vtnue, Dallas .• T. exn 75101,·. -FI·.· '*Ill:'" c-ultenta !Ollie Cltv. ,; .lanettt BoYd ... 4:111' S.U.tarv 1'CIIl' ot LUbl:loca. Toas ' · ... 7f. • ';. day No Text .. ·. THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK AFFIDAVIT OF PUBLICATION § § § BEFORE ME, the undersigned authority, on this day personally appeared · T.J. Aufill , who, after being by me duly sworn, deposes and says that (s)he is the Account Manai!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 ordinft ~ce ~uthorizing the issuance certificates of obligation~ --·~: SWORN TO AND SUBSCRIBED BEFORE ME, this the of APril , 1991. (Notary Seal) St60E at least for the of the 8 day ( : . CERTIFICATE AS TO PUBLIC HEARING I, the undersigned officer of the City of Lubbock, Texas, hereby certify as follows: 1. In accordance with the published notice of hearing a copy of which, together with an affidavit of the publisher, is attached hereto as Exhibit A, there was held at 9:00 a.m. on April 25, 1991, at the Municipal Building of Lubbock, Texas, a public hearing (the "Hearing"), which I attended, concerning issuance of bonds styled as follows: CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND EXHIBITION HALL/AUDITORIUM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION SERIES 1991 2. A true, full, and correct copy of minutes of the Hearing is attached to this Certificate as Exhibit B. SIGNED this April 25, 1991. CITY OF LUBBOCK, TEXAS 6 I 50 E No Text OFFICIAL BID FORM Honorable Mayor and City Council City of Lubbock, Texas ;:_~ ~it·,dl;:i L Members of the City Counclh • _ -~.:::t:[.> ( Referenec is made to your Official Statement and Notice of Sale and Bidding Instructions, dated AprU 1, 1991, of · , ,}~fl~t!:t . J~:,O~ .J~~u~ c~~~TF~~risE~~~~~:i~~J.'~~R~~9~~~o~:~:~~:~co~!!-!t~~~~~~!'!t?-IMITE~--• . . _ : ?:' tt};~ r For your legally Issued Certificates, as described in said Notice of Sale and Bidding Instructions and Official · <·:_:· ~ f_.',~ :; Statement, we will pay you par and accrued Interest from date of issue to date of delivery to us, plus a cash premium _-;•f .· r; •f-t (/of$ -0-for Certificates maturing and bearing interest as follows: -· . --~~~-~-:.~:c~~~y:~~ ·: ... -tc'J,-,,~-·-;j;~l:·~.r ?~'I:] Maturity 2-U-1"2 2-U-1993 Principal Amount $200,000 200,000 200,000 Interest Rate ~96 Hf: Maturity. 2-U-2002 2-U-2004 . 2-u:..zoo.s ·Principal . Amount _$200,000 . 200,000 '.. r .> '· f~f ... 200,000 2-U-199' 200,000 2-U-1997 200,000 2-U-1991 200,000 C$.75" 96 ~96 ~96 US:: 2-U-2006 2-U-2007 2-H-2008 200,000 200,000 20.S,OOO . ... 20.S,OOO 20.S,OOO ."'!'; 2-U-1999 2-U-2000 2-U-2001 200,000 200,000 200,000 ~96 ~96 2-U-2009 20.S,OOO 2-U-2010 20.S,OOO 2-U-2011 20.S,OOO Our calculation (which Is not a part of this bid) _of the in\erest cost from the above is: Total Interest Cost Less Premium NET INTEREST COST EFFECTIVE INTEREST RATE 'l'e are having the Certificates of the foUowing maturities · .. N vAlE . . . . Insured b~ at a premium of$ said prem1um to be paid by the Purchaser. Any ,.fe_es__,t,..o""'b'""e-pa~..,'""d""'t-o""'th,.-e_r_a.,.,ti_n_g agencies as a result of said insurance will be paid by the City). The Initial Certificate shall be reglst~red in the name ~f . Rauscher Pierce Refsn~s1'e tlifll!l~ise The Depository Trust Company ("DTC") of registration Instructions at least five business days prior to the date set for Initial Delivery. · A Cashier's Check oi the First City, Texas Ba,;k, In the amount of $10,600.00, which represents our COod Faith Deposit ( or has 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 utilizing 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, CDT, on May 30, 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 undersigned agrees to complete, execute, and deliver to the City, at least six business days prior to delivery of the Certificates, a certificate relating to the •issue price" of the Certificates in the form and to the effect accompanying the .Notice of Sale and Bidding Instructions, with such changes thereto as may be acceptable to the City. 'l'e a&ree to provide In writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the dose ~f the next business day after the award. Respectfully submitted, RAUSCHER PIERCE REFSNES, INC. & ASSOCIATES By ~a, l)ti_J A._/ (see attached) Afhorized Representative ACCEPTANCE CLAUSE ~ 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;lthe 2 day of April, 199~ ,. · -_C.b-~ Mayor City of Lubbock, Texas ---------------------------------- ·---· No Text EXHIBIT l~ 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 ~nd Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" (the "Securities") in the aggregate principa 1 amount of $4,030,000, 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 appol.nts the Bank to serve as Paying Agent with respect to the Securities, and, as such Paying Agent, the Bank sha 11 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 No Text 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 sank in accordance with any of the prov1s1ons hereof (including the reasonable compensation and the expenses and dis~ursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For a 11 purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: 64950 "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- ' ' 6 4 9 5 D "Fiscal Year" means the fiscal year of the Issuer 1 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 I 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- ------------------------------ No Text "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- 6 4 9 S D No Text 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 S~curities in safekeeping, which shall be not l·ess 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-r. 4 9 5 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 21 of the Bond Resolution, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Sec~rities as long as the same does not result in an overissuance. -6- 6 4 9 5 D .• I •. 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 reasonable care 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- 649SO No Text (c) No prov1.s1.ons 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, op1.n1.on, 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, op1.n1.on, 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 omitt~d 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. -8-64950 No Text -· 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 permittetl 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. Sect,io~ 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication o.f 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 registere~ mail, return receipt r~quested, to the -9-64tSD No Text 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- 649SD ·----·------------- 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- 6 4 9 S D No Text 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: 64950 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. 0. Box 841 Lubbock, Texas 79408 Delivery Address: 1314 Avenue K Lubbock, Texas 79401 -12- ------------------- .. EXHIBIT R ~ ~.':::·,:.~\:~::·~···•-:-.-:.::· :'~.:-::·.!-~ · .; •'·. :·, ·:: · ... BOOK-ENTRY-ONLY MUNICIPAL BONDS . · · ·.· · · ·· , . . · ·. . .• , • ,. ' • '• •-• • • ' , ,• _.• :;' I •' • • ' o ) '• '<~ ' • • ~ • • 'f • .. • ',.' ' • o • • • • o • • • • 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 :'l.io~m~ uf Issuer Texas Commerce Bank National Association Re: $4,030,000 "City of Lubbock, Texas, Combination Tax and Gentlemen: Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" (Issue Description) April 26, 1991 (Date) 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 \\ith (the ·.Agenn 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 "UndetWnter1 To induce DTC to accept the Bonds as eligible for deposit at OTC 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 OTC'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: "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 WRONGR.JL since the registered owner hereof, Cede & Co., has an interest herein ... No Text • 2. (n the event of .my solicitation of consents from and voting by holders of the Bonds, the Issuer or Agent, shall t!Stablish a record date for such purposes and give DTC notice of such record date not less than 15 calendar days in .1dvance 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 terms of the tender and the date such notice is to be mailed to Bondholders or published (uthe 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 CaU 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) 227-4070. 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:.ctay 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: No Text -... -.. 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 inay 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 of Representations are to be assumed solely by the Issuer, references to 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 to the Issuer as soon as possible alter 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 DTC of the record date for the solicitation or consents is set forth in paragraph 2 of the letter. c. Under Rules or 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 or an advance refunding of part of an issue is published (the "Publication Date1. The establishment of such a Publication Date is addressed in paragraph ~ of the letter. Received and Accepted: THE DEPOSITORY TRUST COMPANY Br------------------------------IAuthorized Officer's Sign•turel cc: Underwriter Underwriter's Counsel Very truly yours, Texas Commerce Bank National Association !Authorized Officer's Sigllolturel mtM City of Lubbock, Texas lu lssun-1 (Authorized Offiar's Sign.tturel Mayor ITitlc) .. FULBRIGHT & JAWORSKI 2200 Ross AvENUE TELEPHONE: 214/855·8000 TELECOPIER: 214/855·8200 Ms. Ranette Boyd City Secretary P. 0. Box 2000 Lubbock, Texas 79457 SUITE 2800 DALLAS, TEXAS 75201 April 16, 1991 HOUSTON WASHINGTON, D.C. AUSTIN SAN ANTON 10 DALLAS NEW YORK LOS ANGELES LONDON ZURICH HONG KONG RE: $4,030,000 "City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge) 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 April 25th. The enclosures are as follows: v 1. TWo copies of issuance of the certificates. 25) and executed, one copy is copy is to be r~urned to us. the Ordinance authorizing the When completed {Sections 2 and for the City• s records and one 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 copies;are 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 Compa~. 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 5 3 0 0 i :-. ,.) --~· '·; I,. I ' : ~-: .. ; _f>, .: . ,·, <;; ~1 1\ I' 1--' ·. ·~ ·' ·.....: i· .J ·I ··:. J ;_·_-(j·:· .· .. · ........ :1 • Ms. Ranette Boyd April 16, 1991 Page 2 seal of the City and t~~seal of the bank are to be impressed on each Certificate. '1>0 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 of Cer~cate as to Official be signed but is not to be dated. Return all to us. / 7. Two copies each of five letters of instruction to be signed by the appropriate City officials. Retain one copy of each letter for your files and return one copy to us. ,/ 8. The Initial Certificate to be signed, sealed and returned to us. ,// 9. Twenty definitive certificates, being one certificate 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 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 regarding the enclosures, please advise. I will be attending the meetings on Apri 1 25th and 26th to offer any assistance in getting the documents completed and executed. MSW/ler Enclosures cc: Joe w. Smith (w/encls.) {j 5 l 0 0 Very truly yours, -ry~--r -tJ4~ Mark s. Westergard .... . ' .. .i. ··' FULBRIGHT & JAWORSKI 2200 Ross AVENUE TELEPHONE: 214/855·8000 FACSIMILE: 214/855·8200 Ms. Ranette Boyd City Secretary City of Lubbock, Texas 1625 13th Street Lubbock, Texas 79401 . SUITE 2800 '?ALLAS, TEXAS 75201 June 5, 1991 HOUSTON WASHINGTON, C. C. AUSTIN SAN ANTONIO CALLAS NEW YORK LOS ANGELES LON CON ZURICH HONG KONG 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 .,. 0001£•.75 No Text • FULBRIGHT & JAWORSKI TELEPHONE: 214/8!5 !5•8000 TELECOPIER: 214/855·8200 VIA TELECOPIER (806) 162-3623 Mr. Robert Massengale City of Lubbock 1625 13th Street Lubbock, Texas 79457 2200 Ross AvENUE SUITE 2800 DALLAS, TEXAS 715201 March 27, 1991 HOUSTON WASHINGTON, D.C. AUSTIN SAN ANTONIO DALLAS NEW YORK LOS ANGELES ·LONDON ZURICH HONG KONG RE: City of Lubbock, Texas, Combination Tax and Exhibition Hall/Auditorium (Limited Pledge). Revenue Certificates of Obligation, Series 1991 Dear Mr. Massengale: Following this letter I am telecopying to you the Notice of Public Hearing to be published one time in the Lubbock .Avalanche Journal in connection with the referred to financing. Although the notice can be published 'as late as April 11, 1991, we recommend you publish it as soon as possible. Please check the enclosed notice for factual inaccuracies. Under separate cover, we are sending to you by Federal Express four (4) copies of a Certificate as to Public Hearing for your signature as well as four (4) Affidavits of Publication to be completed by a representative of the newspaper in the presence of a notary. Please call if you have any questions. Sincerely, v~~rr~~ Vickie L. Hall VLH: lc Enclosures oootB-Pace •• No Text City of Lubbock P.O. Box 2000 Lubbock, Texas 79457 806-767-2026 FAX: 806-762-3623 Ms. Janice Slemmons Senior legal Assistant Fulbright & Jaworski 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 Dear Janice: May 3, 1991 Office of City Secretary Enclosed are the four {4) Certificates as to Public Hearing signed by Assistant City Manager J. Robert Massengale. The notice was published in the lubbock Avalanche Journal on April 6, 1991. The four Affidavits of Publication were sent along with the bond documents, but I have enclosed a copy for your information. If you have any questions, please feel free to contact me. bmr Enclosures No Text c.· CERTIFICATE AS TO PUBLIC HEARING I, the undersigned officer of the City of Lubbock, Texas, hereby certify as follows: 1. In accordance with the published notice of hearing a copy of which,. together with an affidavit of the publisher, is attached hereto as Exhibit A, there was held at 9:00 a.m. on April 25, 1991, at the Municipal Building of Lubbock, Texas, a public hearing (the •Hearing•), which I attended, concerning issuance of bonds styled as follows: CITY OF LUBBOCK, TEXAS, COMBINATION TAX AND EXHIBITION HALL/AUDITORIUM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION SERIES 1991 2. A true, full, and correct copy of minutes of the Hearing is attached to this Certificate as Exhibit B. SIGNED this April 25, 1991. CITY OF LUBBOCK, TEXAS 6 l S 0 E No Text THE STATE OF TEXAS COUNTY OF LUBBOCK . : AFFIDAVIT OF PUBLICATION s s s BEFORE ME, the undersigned authority on personally appeared T.J. Aufill• Account Manater Lubbock J(valanche Journal, a newspaper published in of Lubbock, Texas, who, being by me duly sworn, deposes and says: this of the upon day the City oath That said nel<,rspaper is of general circulation in the City of Lubbock, Texas, and that the attached •NOTICE OF INTENTION TO ISSUE CITY OF LUBBOCK, TEXAS, TAX AND REVENUE CERTIFICATES OF OBLIGATION,• was published in said newspaper in its issue of Aorf I 6 1991; and said newspaper devotes not less than twenty-five percent (25\) of its total column lineage to items of general interest, is published not less frequently than once each week, is entered as second-class postal matter in ~he county where it is published, and has been published regularly and continuously for not less than twelve (12) months prior to the date of the· publication of the attached notice. ?{}.~ Account ater Title of SWORN TO AND SUBSCRIBED BEFORE A Hi I I 1991. (Notary Seal) 5 IS lit day \ No Text I•,IRST 8~ 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 .0. BOX 2754-79604 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 No Text ............. ,.....,...,.,...,.."""',._• •~·~••wo GENERAL OBLIGATION DEBT SERVICE REQUIREMENTS COMBINED REQUIREMENTS OF TAX ISSUES SOLO 4-25-1991 <:aiBIIArlc.t UJ 1IID <raiJUlc.t m 1IID WlRIImXS mi.Bll'ICI IW./1111l11011111 OliiBIWICI I'll AID SOLID riSG\1, Simi !jiiiWIIIIII1!I WI IMJIO! (LWn» PLmil) IMIIU! Wll D~ Simi IMJIO! FUWC PIIHm riiliC! IW CEIWL alLIWial BalDS CD!UIW!S Ol UILIGll'IOII CII!IfiWt:S Ol OBIJQI'lc.t CDflPlCll'ES or UILIWIOII Oll!'tiC!ILU. UILIWIW !ltl)l)r. ., IJm!S'f Ift!US" lll'WSJ' ImUSf ImUS! o:iiiBUlll 9-30 PWCIP!L W'l ImiiS1' PIIICIP!L WI II!WS1' PIIIClP!L W! li!WSJ' PIIJICIP!L W! ImiiS1' PIIJCIP!L W'l ImiES! IDJQlllll!m 1991 1992 100,000 I. 1St 179,117 105,000 1.7S& 1,417,159 200,000 1.75& 360,125 115,000 7.10& 19,921 55,000 119,976 3,,62,075 1993 100,000 1.7Sl' 133,725 105,000 1.75& 1,072,106 200,000 1.7S& 261,&50 115,000 7.10& . 62,075 55,000 90,309 2,902,766 1994 100,000 1.7Sl 124,975 105,000 1.75& 1,002,369 200,000 I. 1St 251,350 115,000 7.10& 53,105 55,000 15,153 2,791,952 1995 100,000 1.75t 116,225 105,000 1.7S& 911,931 200,000 1.7S& 2ll,l50 115,000 5.ao& 45,215 ss,ooo 79,997 2,"2,2&1 1996 100,000 1.7S& 107,475 105,000 1.7Sl 161,494 200,000 1.7Sl 216,350 115,000 5.90l 3&,551 55,000 9.11501 74,141 2,573,717 1997 100,000 a.m 91,725 105,000 1.75& 791,056 200,000 1.75l 19&,150 115,000 6.00& 31,715 55,000 69,1&4 2,"5,230 199& 100,000 a.75l 19,975 105,000 1.7Sl 720,619 200,000 I. 1St 111,350 llS,OOO i.lOl 24,151 ss,ooo 65,126 2,356,121 1999 100,000 1.75& 11,225 105,000 1.7S& i50,111 200,000 a.m 163,150 115,000 6.25& 17,~ 55,000 60,369 2,241,211 2000 100,000 1.70& n,500 105,ooo 1.60& 510,341 200,000 1.50& 146,600 115,000 6.25& 10,469 55,000 55,U1 2,140,521 2001 100,000 6.25l 65,025 105,000 6.25& 520,576 200,000 6.25& 131,150 110,000 6.25& l,n& 55,000 a.6500t 50,1S6 2,GU,74l 2002 100,000 6.40& 51,700 105,000 6.40& 469,660 200,000 6.40& 1U,200 55,000 . 46,000 1,153,560 2003 100,000 6.50& 52,250 105,000 6.50& 417,731 200,000 6.50& 106,300 55,000 41,050 1,m,JJa 2004 100,000 6.50& 45,750 105,000 6.50& 365,413 200,000 6.501 93,300 55,000 36,100 1,700,563 2005 100,000 6.50& 39,250 105,000 6.50& 313,011 200,000 6.50& 10,300 55,000 31,150 1,623,711 2006 100,000 6.25t 32,175 105,000 6.25l 261,769 20S,OOO 6.25& 67,394 55,000 9.0000& 26,200 1,553,231 2fiJ7 100,000 6.25l 26,625 105,000 6.25& 211,456 20S,OOO 6.25& 54,511 55,000 21,216 1,47&,171 200& 100,000 6.25& 20,37S 110,000 5.7S& 163,013 205,000 6.2Sl 41,769 55,000 16,197 1,411,353 2009 100,000 5.7Sl 14,375 110,000 5.7Sl 116,4)& 205,000 5.75& 29,469 50,000 11,406 1,336,"1 2010 100,000 5.7Sl 1,625 110,000 5.7St 69,163 205,000 5.75& 17,611 50,000 6,1« 1,261,012 2011 100,000 5.75l 2,175 11o,ooo 5.75& 23,211 20S,OOO 5.75& 51194 50,000 9.1250& 2,211 1,199,331 $2,000,000 $1,370,737 $16,120,000 $10,910,962 $1,030,000 $2,761,913 $1,145,000 $316,915 $1,015,000 $990,5&& $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. ,· I U:1'11J IT._ j CITY OF LUBBOCK, TEXAS liSC1L YW lEW ISSUES EIIDIIG oursmDIIG Ol.B1' <XliiBIIED IEQODEIEII!S GWD toTAL (X)IBIJED IEQOWJIEift'S 9-30 PiDICIPAL Imi!ST 'l'OJ'AL PIIJCIP1L ImiESf 'l'OJ'AL PIDICIP1L ~ '1'01'11. 1991 $7,615,000 $5,519,770 $13,20C,770 $7,615,000 $5,519,770 $13,~,770 1992 7,400,000 4,947,314 12,347,314 1,275,000 2,1&7,075 3,462,075 &,675,000 7,134,459 15,109,459 1993 6,910,000 4,402, ... 11,312,W 1,275,000 1,627,766 2,902,766 1,115,000 6,030,654 14,215,654 1994 6,645,000 3,1&2,151 10,527,151 1,275,000 1,516,952 2,791,952 7,920,000 5,399,103 13,319,803 1995 6,110,000 3,3&5,478 9,565,478 1,275,000 1,407,2U 2,6&2,2&8 7,455,000 4,792,766 12,247,766 1996 6,210,000 2,897,366 9,177,366 1,275,000 1,291,717 2,573,717 7,555,000 4,196,083 11,751,083 1997 6,0&9,434 2,567,266 1,656,700 1,275,000 1,190,230 2,465,230 7,3&C,434 3,757,496 11,121,930 1991 6,090,076" 2,110,591 1,200,667 1,275,000 1,0&1,121 2,356,121 7,365,076 3,192,U9 10,557,495 1999 5,976,493 1,652,1U 7,621,677 1,275,000 973,211 2,241,211 7,251,493 2,625,465 9,176,951 2000 3,514,916 3,251,161 6,773,&47 1,275,000 865,521 2,140,521 4,719,916 4,124,349 &,914,375 2001 3,1«,«1 2,593,737 5,731,171 1,270,000 771,743 2,041,743 4,414,«1 3,365,410 7,779,921 200l 2,&41,639 1,724,224 4,572,163 1,160,000 693,560 1,153,560 4,008,639 2,417,7U 6,426,423 2003 2,6&4,612 1,083,971 3,761,653 1,160,000 617,33& 1,m,33a 3,1«,612 1,701,309 5,545,990 2004 1,545,000 '"·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 1,160,000 463,7U 1,623,7U 2,705,000 a20,w 3,525,W 2006 1,545,000 251,162 1,796,162 1,165,000 311,238 1,553,231 2,710,000 639,400 3,349,400 2007 1,545,000 145,450 1,690,450 1,165,000 313,178 1,471,171· 2,710,000 459,321 3,169,321 2001 195,000 63,225 951,225 1,170,000 241,353 1,411,353 2,065,000 304,571 2,369,571 2009 565,000 16,950 511,950 1,165,000 171,611 1,336,641 1,730,000 1U,631 1,918,631 2010 1,165,000 103,012 1,261,012 1,165,000 103,012 1,261,012 2011 1,165,000 34,331 1,199,331 1,165,000 34,331 1,199,331 $79,018,751 $41,324,221 $120,412,972 $24,310,000 $16,W,161 $40,161,161 $103,W,7Sl $57,112,312 $161,211,133 No Text .. _ '1. ~ . CD • .... VI C I TY OF LUBBOCK, TEXAS DIVISION OF GENERAL OBLIGATION DEBT LESS: LESS: LESS: LESS: W!TEWJRXS SEWER SYSf£11 OOLF OJOISE SOLm WASTE GEifWL FISCAL SYSTEK SISTE!l SYSTEJI DISPOOAL SISTEK PURPOSE lEAl G!lfDAL GE!IEIAL GE!fERAL GElfEIAL GEmAL EHDIIG OOMBIIED OBLIGATIOIJ OBLIGATIO! OBLIGATIO! OBLIGATIO! OBLIGA!IOlf 9·30 REQOIIE!Im'S lEQOil!KOOS IEQOIIEKEMTS REQOIIE!EKTS IEQUWKERTS IEQOIREJIEII'IS 1991 $13,204,770 $4,309,742 2,221,415 $17,167 $6,586,4C6 1992 15,109,459 6,235,314 2,128,357 84,011 204,928 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 1,977,116 12,043 168,105 6,000,214 1995 12,247,766 4,673,211 1,837,489 83,211 160,285 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 3,193,556 2001 7,779,921 3,037,573 1,022,392 83,300 113,438 3,523,211 2002 6,426,423 2,562,599 846,406 83,225 2,934,193 2003 5,545,991 2,224,496 722,311 12,800 2,516,384 2004 3,709,726 1,639,570 624,930 1,445,226 2005 3,525,488 1,561,747 589,241 1,374,493 2006 3,349,400 1,486,568 553,442 1,309,390 2007 3,169,321 1,412,395 517,461 1,239,472 2008 2,369,578 1,118,638 138,156 1,112,785 2009 1,911,638 1,029,524 111,958 m,156 2010 1,268,012 879,863 388,150 2011 1,199,338 833,281 366,050 $161,281,133 $63,255,841 $23,671,824 $1,087,789 $1,521,985 $71,743,687 ,a FULBRIGHT & JAWORSKI 2200 Ross AvENUE SUITE 2600 DALLAS, TEXAS ?5201 HOUSTON WASHINGTON, D.C. TEL£PHONE:214/85!5•8000 T£L£COPIER: 214/8!5!5·8200 AUSTIN SAN ANTONIO DALLAS 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, Tex•s, Electric Light ind · Power System Revenue Bonds, Series 1991" $1, 145,000 "City of Lubbock, Texas, Combination Tax and Solid. Waste Disposal System Revenue Certificates of Obligationi Seiies 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 •ci ty of Lubbock, Texas, Combination Tax and Waterworks System Subordinate Lien Revenue Certificates .of Obligation, Serie~ 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 have. Should you have any questions, please advise. JS/ler cc: ~s. Ranette Boyd (w/encls.) Mr. Joe Smith (w/encls.) 00010-43 yours, Slemrnons Legal Assistant ... . .>; FULBRIGHT & JAWORSKI 2200 Ross AVENUE SUITE 2600 DALLAS, TEXAS 75201 HOUSTON WASHINGTON, D. C. TELEPHONE:21~/855•8000 TELECOPIER: 21~/855·8200 AUSTIN SAN ANTON 10 CALLAS NEW YORK LOS ANGELES LON CON ZURICH HONG KONG April 22, 1991 Ms. Ranette Boyd City Sec ret-a ry 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 member(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. yours, Slemmons Legal Assistant JS/ler Enclosures cc: Mr. Joe Smith (w/encls.) 0 0 0 l 0 -4 I No Text FULBRIGHT & JAWORSKI TELEPHONE: 214/65!5•6000 TELECOPIER: 214/85!5•8200 Ms. Ranette Boyd City Secretary 1625 13th Street Lubbock, Texas 79457 2200 Ross AVENUE SUITE 2600 DALLAS, TEXAS 7S201 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. MSW/ler Enclosures cc: Mr. Joe Smith Mr. J. Robert Massengale 00010-12 No Text \. ""~ . . . FULBRIGHT & JAWORSKI 2200 Ross AVENUE SUITE 2800 DALLAS, TEXAS 75201 HOUSTON WASHINGTON, O. C. TELEPHON£:21-4/8!5!5·8000 TELECOPIER: 21-4/8!5!5·8200 AUSTIN SAN ANTONIO CALLAS NE:W YORK LOS ANGE:OES LONDON ZURICH HONG KONG April 16, 1991 Ms. Sherry Burger Texas Commerce Bank National Association 1314 Avenue K Lubbock, Texas 79401 RE: $2,0001000 "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• $l61 120, 000 "City of Lubbock, Texas 1 ... 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 1 at City Ha 11. 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 5 J 2 0 No Text Ms. Sherry Burg~r 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 ' 5 l 2 0 Very truly yours, Mark S. Westergard No Text ) ( 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 CALLAS 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, Te~as, 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 S l 9 D ·---··------------- > I 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 I 9 0 Very truly yours, --rY/~4- Mark S. Westergard No Text FULBRIGHT & JAWORSKI 2200 Ross AvENUE SUITE 2800 DAL.L.AS, TEXAS 75201 HOUSTON WASHINGTON, D.C. TELEPHONE: 214/8!5!5•8000 TELECOPIER:214/8!5!5·8200 AUSTIN SAN ANTONIO DALLAS NEW YORK LOS ANGELES LONDON ZURICH HONG KONG May 2, 1991 VIA FEDERAL EXPRESS Ms. Ranette Boyd City Secretary 1625 13th Street 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 Ranette: Enclosed are the minute captioned ordinances and the documents for each issue. pages for each City's copies of the above of executed Thanks for all finalized. If I can advise. JS/ler Enclosures cc: Mr. Joe Smith fJ 0 0 I ;) • ' your help be of any in getting these documents further assistance, please truly yours, . I~V£A_.,._.. vJ Slemmons Legal Assistant No Text "'\ ": ,J FULBRIGHT & JAWORSKI 2200 Ross AVENUE SUITE 2SOO DALLAS, TEXAS 7S201 HOUSTON WASHINGTON, C. C. TELEPHONE: 214/855·8000 ~~ TELECOPIER: 214/855·8200 AUSTIN SAN ANTONIO CALLAS 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" Dear 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 I D -I 3 No Text .. ;.:.::;:-:t:!·:·;;::;_:-.-: .. .-~· •;;.;·.:~··~.: · .;,,,:.· :·; ·.: · ·,-BOOK·ENTRY.ONLYMUNICIPAL BONDS : . · ··.· : ·· ... , . · ·. ..,., ...... ·-"' ..... Jl' '0 • .. • • .. • • • • • • , .. • • •• • • • • • 0 •••• , 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 ~.tmc uf luucr Texas Commerce Bank National Association Re: $4,030,000 "City of Lubbock, Texas, Combination Tax and Gentlemen: Exhibition Hall/Auditorium (Limited Pledge) Revenue Certificates of Obligation, Series 1991" (Issue Description I April 26, 1991 (Date) 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 \\ith (the "Agenn 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;. f. Associate.s . Rauscher Pierce Ref snes, I 1s dtstiibuhng tne oonds through The Deposttory Trust Company (NDTC"). (the "Underwriter1 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 shch 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 Tll;lst 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 event of .my solicitation 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 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 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) 227-4190. 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: No Text The Depository Trust Company Muni Redemption Department 55 Water Street-50th Floor New York, NY 10041 Attention: Collection Supervisor 10. DTC may djrect 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 beneficia) 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 of Representations are to be assumed solely by the Issuer, referenc::es to 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 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 DTC 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 of part of an issue is published (the "Publication Oate1. The establishment of such a Publication Date is addressed in paragraph " of the letter. (Authorized Officer's Sign.t\1~1 cc: Underwriter Underwriter's Counsel Very truly yours, llitlcl City of Lubbock, Texas l"lssuerl .~C.&_·~ llitlcl Association \ . ' .... SCHEDULE A Year of Principal Interest Stated Maturity Amount Rate 1992 $ 200,000 8.75\ 1993 200,000 8.75\ 1994 200,000 8.75\ 1995 200,000 8.75\ 1996 200,000 8.75\ 1997 200,000 8.75\ 1998 200,000 8.75\ 1999 200,000 8.75\ 2000 200,000 8.50\ 2001 200,000 6.25\ 2002 200,000 6.40\ 2003 200,000 6.50\ 2004 200,000 6.50\ 2005 200,000 6.50\ 2006 205,000 6.25\ 2007 205,000 6.25\ 2008 205,000 6.25\ 2009 205,000 5.75\ 2010 205,000 5.75\ 2011 205,000 5.75\ .. '